Harleysville National Corp - Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

Form 10-Q

__________________

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2008

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ___________ to __________

Commission file number 0-15237

___________________

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania		23-2210237
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania 19438

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

___________________

Indicate by check mark 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 31,355,492 shares of Common Stock, $1.00 par value, outstanding on May 1, 2008.

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HARLEYSVILLE NATIONAL CORPORATION


INDEX TO FORM 10-Q REPORT

	PAGE

Part I. Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets at March 31, 2008 (unaudited) and December 31, 2007		3

Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007 (unaudited)		4

Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2008 and 2007 (unaudited)		5

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (unaudited)		6

Notes to Consolidated Financial Statements		7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		30

Item 4. Controls and Procedures		31

Part II. Other Information		32

Item 1. Legal Proceedings		32

Item 1A. Risk Factors		32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3. Defaults Upon Senior Securities		32

Item 4. Submission of Matters to a Vote of Security Holders		32

Item 5. Other Information		32

Item 6. Exhibits		32

Signatures		33

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PART 1. FINANCIAL INFORMATION
HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)	March 31, 2008			December 31, 2007
	(Unaudited)
Assets
Cash and due from banks	$	71,905		$	73,930
Federal funds sold and securities purchased under agreements to resell		33,900			131,600
Interest-bearing deposits in banks		4,295			3,873
Total cash and cash equivalents		110,100			209,403
Residential mortgage loans held for sale		2,219			1,140
Investment securities available for sale		992,798			925,568
Investment securities held to maturity (market value $56,796 and $5 7 , 518 , respectively )		56,117			57,347
Loans and leases		2,479,711			2,459,683
Less: Allowance for loan losses		(28,490	)		(27,328	)
Net loans		2,451,221			2,432,355
Premises and equipment, net		33,164			32,518
Accrued interest receivable		16,782			16,456
Goodwill		110,615			111,155
Intangible assets, net		13,708			13,340
Bank-owned life insurance		72,953			72,269
Other assets		34,342			31,450
Total assets	$	3,894,019		$	3,903,001
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing	$	355,027		$	358,258
Interest-bearing:
Checking		399,178			482,104
Money market		854,831			796,325
Savings		171,337			145,681
Time deposits		1,207,534			1,202,690
Total deposits		2,987,907			2,985,058
Federal funds purchased and short-term securities sold under agreements to repurchase		99,339			101,493
Other short-term borrowings		331			2,015
Long-term borrowings		313,774			321,785
Accrued interest payable		30,387			28,810
Subordinated debt		82,992			82,992
Other liabilities		36,007			41,538
Total liabilities		3,550,737			3,563,691
Shareholders' Equity:
Series preferred stock, par value $1 per share;
Authorized 8,000,000 shares, none issued		—			—
Common stock, par value $1 per share; authorized 75,000,000 shares,
issued 31,507,021 shares at March 31, 2008 and at December 31, 2007		31,507			31,507
Additional paid in capital		231,040			231,130
Retained earnings		83,345			82,311
Accumulated other comprehensive income (loss)		75			(2,566	)
Treasury stock, at cost: 152,583 shares at March 31, 2008 and
174,605 shares at December 31, 2007		(2,685	)		(3,072	)
Total shareholders' equity		343,282			339,310
Total liabilities and shareholders' equity	$	3,894,019		$	3,903,001

See accompanying notes to consolidated financial statements.

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HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended
	March 31,
(Dollars in thousands, except per share information)	2008		2007

Interest Income:
Loans and leases, including fees	$	38,997	$	34,636
Investment securities:
Taxable		9,754		8,564
Exempt from federal taxes		2,971		2,689
Federal funds sold and securities purchased under agreements to resell		658		751
Deposits in banks		36		55
Total interest income		52,416		46,695

Interest Expense:
Savings and money market deposits		8,095		12,106
Time deposits		14,501		9,716
Short-term borrowings		658		1,256
Long-term borrowings		4,955		3,780
Total interest expense		28,209		26,858

Net interest income		24,207		19,837
Provision for loan losses		1,960		2,425
Net interest income after provision for loan losses		22,247		17,412

Noninterest Income:
Service charges		3,113		1,918
Gain on sales of investment securities, net		128		531
Wealth management		4,277		4,267
Bank-owned life insurance		684		582
Other income		2,630		1,849
Total noninterest income		10,832		9,147
Net interest income after provision for loan losses and
noninterest income		33,079		26,559

Noninterest Expense:
Salaries, wages and employee benefits		13,859		11,597
Occupancy		2,585		1,546
Furniture and equipment		1,094		917
Marketing		436		407
Other expense		5,744		4,312
Total noninterest expense		23,718		18,779

Income before income tax expense		9,361		7,780
Income tax expense		2,057		1,646
Net income	$	7,304	$	6,134

Net income per share information:
Basic	$	0.23	$	0.21
Diluted	$	0.23	$	0.21
Cash dividends per share	$	0.20	$	0.20
Weighted average number of common shares:
Basic		31,346,833		28,965,500
Diluted		31,522,736		29,255,820

See accompanying notes to consolidated financial statements.

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HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars and share information in thousands)

Three Months Ended March 3 1 , 200 8


	Common Stock		Treasury Stock					Additional						Accumulated Other
	Number of		Number of			Par		Paid			Retained			Comprehensive			Treasury						Comprehensive
	Shares		Shares			Value		In Capital			Earnings			(Loss) Income			Stock			Total			Income

Balance, January 1, 2008		31,507		(174	)	$	31,507	$	231,130		$	82,311		$	(2,566	)	$	(3,072	)	$	339,310
Issuance of stock for stock options, net of excess tax benefits		-		22			-		(137	)		-			-			387			250
Stock based compensation expense		-		-			-		47			-			-			-			47
Net income		-		-			-		-			7,304			-			-			7,304		$	7,304
Other comprehensive income, net of reclassifications and tax		-		-			-		-			-			2,641			-			2,641			2,641
Cash dividends		-		-			-		-			(6,270	)		-			-			(6,270	)
Comprehensive income																							$	9,945
Balance, March 31, 2008		31,507		(152	)	$	31,507	$	231,040		$	83,345		$	75		$	(2,685	)	$	343,282

Three Months Ended March 3 1 , 2007


	Common Stock		Treasury Stock					Additional						Accumulated Other
	Number of		Number of			Par		Paid			Retained			Comprehensive			Treasury						Comprehensive
	Shares		Shares			Value		In Capital			Earnings			(Loss) Income			Stock			Total			Income

Balance, January 1, 2007		29,074		(109	)	$	29,074	$	194,713		$	79,339		$	(6,103	)	$	(2,272	)	$	294,751
Issuance of stock for stock options, net of excess tax benefits		-		3			-		(37	)		-			-			65			28
Stock based compensation expense		-		-			-		67			-			-			-			67
Net income		-		-			-		-			6,134			-			-			6,134		$	6,134
Other comprehensive income, net of reclassifications and tax		-		-			-		-			-			1,059			-			1,059			1,059
Cash dividends		-		-			-		-			(5,793	)		-			-			(5,793	)
Comprehensive income																							$	7,193
Balance, March 31, 2007		29,074		(106	)	$	29,074	$	194,743		$	79,680		$	(5,044	)	$	(2,207	)	$	296,246

See accompanying notes to consolidated financial statements.

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HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Three Months Ended
(Dollars in thousands)	March 31,
		2008			2007
Operating Activities:
Net income	$	7,304		$	6,134
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,960			2,425
Depreciation and amortization		1,812			1,199
Net amortization of investment securities discounts/premiums		320			460
Deferred income tax benefit		(1,965	)		173
Gain on sales of investment securities, net		(128	)		(531	)
Bank-owned life insurance income		(684	)		(582	)
Stock based compensation expense		47			67
Net increase in accrued interest receivable		(326	)		(166	)
Net increase (decrease) in accrued interest payable		1,577			(604	)
Net (increase) decrease in other assets		(970	)		888
Net decrease in other liabilities		(4,898	)		(610	)
Other, net		20			―
Net cash provided by operating activities		4,069			8,853
Investing Activities:
Proceeds from sales of investment securities available for sale		56,691			62,097
Proceeds from maturity or calls of investment securities held to maturity		1,215			―
Proceeds from maturity or calls of investment securities available for sale		56,450			39,536
Purchases of investment securities available for sale		(176,547	)		(116,391	)
Net increase in loans		(23,254	)		(21,070	)
Net cash paid due to acquisitions, net of cash acquired		(1,200	)		(2,500	)
Purchases of premises and equipment		(1,713	)		(3,674	)
Net cash used in investing activities		(88,358	)		(42,002	)
Financing Activities:
Net increase in deposits		2,849			9,986
(Decrease) increase in federal funds purchased and short-term securities sold under agreements to repurchase		(2,154	)		2,263
Decrease in other short-term borrowings		(1,684	)		(1,321	)
Advances of long-term borrowings		―			80,000
Repayments of long-term borrowings		(8,000	)		(15,000	)
Cash dividends		(6,270	)		(5,793	)
Proceeds from the exercise of stock options		214			28
Excess tax benefits from stock based compensation		31			―
Net cash (used in) provided by financing activities		(15,014	)		70,163
Net (decrease) increase in cash and cash equivalents		(99,303	)		37,014
Cash and cash equivalents at beginning of period		209,403			124,870
Cash and cash equivalents at end of the period	$	110,100		$	161,884

Cash paid during the period for:
Interest	$	26,885		$	27,473
Income taxes	$	8,754		$	1,225
Supplemental disclosure of noncash investing and financing activities:
Transfer of assets from loans to net assets in foreclosure	$	1,508		$	10

See accompanying notes to consolidated financial statements.

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HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position of Harleysville National Corporation (the Corporation) and its wholly owned subsidiaries-Harleysville National Bank (the Bank), HNC Financial Company and HNC Reinsurance Company, as of March 31, 2008, the results of its operations for the three month periods ended March 31, 2008 and 2007 and the cash flows for the three month periods ended March 31, 2008 and 2007. East Penn Financial Corporation (East Penn Financial) and its banking subsidiary are included in the Corporation’s results effective November 16, 2007. Certain prior period amounts have been reclassified to conform to current year presentation. All significant intercompany accounts and transactions have been eliminated in consolidation. We recommend that you read these unaudited consolidated financial statements in conjunction with the audited consolidated financial statements of the Corporation and the accompanying notes in the Corporation's 2007 Annual Report on Form 10-K. The results of operations for the three month periods ended March 31, 2008 and 2007 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. Actual results could differ from those estimates.

For additional information on other significant accounting policies, see Note 1 of the Consolidated Financial Statements of the Corporation’s 2007 Annual Report on Form 10-K.

Recent Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS 161 requires enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. Specifically, it requires that objectives for using derivatives instruments be disclosed in terms of underlying risk and accounting designation, disclosing the fair values of derivative instruments and their gains and losses in a tabular format, disclosure about credit-risk-related contingent features and cross-referencing within the footnotes. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Corporation is currently assessing the impact of the adoption of this statement on its financial statement disclosures.

In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions.” This FSP specifies that a transferor and transferee shall not separately account for a transfer of a financial asset and a related repurchase financing unless (a) the two transactions have a valid and distinct business or economic purpose for being entered into separately and (b) the repurchase financing does not result in the initial transferor regaining control over the financial asset. The two transactions shall be considered linked unless they meet all of the specified criteria in this FSP. The linked transaction should be evaluated to determine whether it meets the requirements for sale accounting under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” If the linked transaction does not meet the requirements for sale accounting, it should be accounted for based on the economics of the combined transaction which generally represents a forward contract. FAS 140-3 is effective prospectively for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Early application is not permitted. The Corporation is currently assessing the impact of the adoption of SFAS 140-3 on its financial statements.

In January 2008, the FASB cleared SFAS 133 Implementation Issue E23, “Clarification of the Application of the Shortcut Method (Issue E23). Issue E23 amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” by permitting interest rate swaps to have a non-zero fair value at inception, as long as the difference between the transaction price (zero) and the fair value (exit price), as defined by SFAS 157, “Fair Value Measurements” is solely attributable to a bid-ask spread. In addition, entities would not be precluded from assuming no ineffectiveness in a hedging relationship of interest rate risk involving an interest bearing asset or liability in situations where the hedged item is not recognized for accounting purposes until settlement date as long as the period between trade date and settlement date of the hedged item is consistent with generally established conventions in the marketplace. Issue E23 is effective for hedging relationships designated on or after January 1, 2008. The adoption of Issue E23 did not have a material impact on the Corporation’s consolidated financial statements.

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Note 1 – Summary of Significant Accounting Policies – Continued

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS 157 clarifies the definition of fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The Statement requires the Corporation to apply valuation techniques that (1) place greater reliance on observable inputs and less reliance on unobservable inputs and (2) are consistent with the market approach, the income approach, and/or the cost approach. The definition and framework apply to both items recognized and reported at fair value in the financial statements and items disclosed at fair value in the notes to the financial statements. The Statement also requires expanded disclosure in interim and annual financial statements about how the Corporation uses fair value. The disclosures focus on items measured at fair value based on significant unobservable inputs and the effect of fair value measurements on earnings. The disclosures are only required for items recognized and reported at fair value in the financial statements. The Statement does not change existing accounting rules governing what can or what must be recognized and reported at fair value in the Corporation’s financial statements, or disclosed at fair value in the Corporation’s notes to the financial statements. As a result, the Corporation will not be required to recognize any new instruments at fair value. SFAS 157 was effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, although earlier application was encouraged. Prospective application of the provisions of SFAS 157 was required as of the beginning of the fiscal year in which it was initially applied. In March 2008, the FASB issued FSP FAS 157-2 to partially delay the effective implementation of SFAS 157 until fiscal years beginning after November, 15, 2008 for all nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in financial statements on a recurring basis (at least annually). Assets and liabilities currently reported or disclosed at fair value on a recurring basis in the Corporation’s financial statements include investment securities and derivatives. Assets reported at fair value on a nonrecurring basis (lower of cost or market) are impaired loans, residential mortgage loans held for sale and mortgage servicing rights The partial adoption of FAS 157 for its fiscal year beginning January 1, 2008 did not have a material impact on its financial statements. The Corporation is in the process of assessing the impact of the adoption of SFAS 157 for its fiscal year beginning January 1, 2009 relating to nonfinancial assets and liabilities on the Corporation’s financial statements including goodwill, other intangible assets and net assets in foreclosure. See Note 10 – Fair Value Measurements for additional information.

Note 2 – Acquisition

Effective November 16, 2007, the Corporation completed its acquisition of East Penn Financial Corporation (East Penn Financial) and its wholly owned subsidiary, East Penn Bank, a $451 million state chartered, FDIC insured bank, was merged with and into Harleysville National Bank. East Penn Financial’s results of operations are included in the Corporation’s results from the date of acquisition, November 16, 2007. The aggregate purchase price was $91.3 million in cash and stock. The Corporation acquired 100% of the outstanding shares of East Penn Financial and issued 2,432,771 shares of its common stock. Goodwill of $64.3 million and core deposit intangible of $7.4 million were recorded in connection with the acquisition of East Penn Financial and allocated to the Community Banking segment . These numbers include the finalized allocation of the purchase price based upon third party valuation of goodwill and certain intangible assets which occurred during the first quarter of 2008 increasing net assets acquired by $611,000 and reducing goodwill by $611,000.

Note 3 – Goodwill and Other Intangibles

Goodwill and identifiable intangibles were $110.6 million and $11.0 million, respectively at March 31, 2008, and $111.2 million and $10.6 million, respectively at December 31, 2007. The goodwill and identifiable intangibles balances resulted from acquisitions. During the first quarter of 2008, the Corporation recorded purchase accounting adjustments related to the East Penn Financial acquisition which increased the core deposit intangible by $940,000, reduced goodwill by $611,000 and increased the deferred tax liability by $329,000. For further information related to the acquisition of East Penn Financial which occurred during the fourth quarter of 2007, see Note 2 – Acquisition.

The changes in the carrying amount of goodwill by business segment were as follows:

	Community Banking			Wealth Management		Total
	(Dollars in thousands)
Balance, January 1, 2008	$	96,426		$	14,729	$	111,155
Purchase accounting adjustments for acquisitions		(611	)		71		(540	)
Balance, March 31, 2008	$	95,815		$	14,800	$	110,615

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Note 3 – Goodwill and Other Intangibles – Continued

The gross carrying value and accumulated amortization related to core deposit intangibles and other identifiable intangibles at March 31, 2008 and December 31, 2007 are presented below:

	March 31,							December 31,
	2008							2007
	Gross Carrying Amount			Accumulated Amortization				Gross Carrying Amount	Accumulated Amortization
	(Dollars in thousands)
Core deposit intangibles		$	9,144		$	1,318	$	8,351	$	1,061
Other identifiable intangibles			4,293			1,089		4,288		927
Total		$	13,437		$	2,407	$	12,639	$	1,988

Management performed its annual review of goodwill and identifiable intangibles at June 30, 2007 in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Management determined there was no impairment of goodwill and other identifiable intangible assets.

The remaining weighted average amortization period of core deposit intangibles are four years, other identifiable intangibles are seven years and the combined intangibles are five years. The amortization of core deposit intangibles allocated to the Community Banking segment was $405,000 and $62,000 for the first quarter of 2008 and 2007, respectively. Amortization of identifiable intangibles related to the Wealth Management segment totaled $161,000 and $115,000 for the first quarter of 2008 and 2007, respectively. The Corporation estimates that aggregate amortization expense for core deposit and other identifiable intangibles will be $2.1 million, $1.9 million, $1.8 million, $1.6 million and $1.2 million for 2008, 2009, 2010, 2011 and 2012, respectively.

Mortgage servicing rights of $2.7 million at March 31, 2008 and December 31, 2007, respectively, are included on the Corporation’s balance sheet in other intangible assets and subsequently measured using the amortization method. The mortgage servicing rights had a fair value of $3.0 million and $3.3 million at March 31, 2008 and December 31, 2007, respectively. The Corporation’s mortgage servicing rights are not considered material to its financial statements and therefore additional disclosures are not provided.

Note 4 - Pension Plans

The Corporation had a non-contributory defined benefit pension plan covering substantially all employees. The plan’s benefits were based on years of service and the employee’s average compensation during any five consecutive years within the ten-year period preceding retirement. On October 31, 2007, the Corporation announced that it formally amended its pension plan to provide for its termination. Employees ceased to accrue additional pension benefits as of December 31, 2007 , and pension benefits are not being provided under a successor pension plan. All retirement benefits earned in the pension plan as of December 31, 2007, were preserved and all participants became fully vested in their benefit upon plan termination. During 2008, upon receipt of the appropriate regulatory approvals for termination of the pension plan, it is anticipated that assets will be distributed to those participants who elect lump sums and nonparticipating annuity contracts will be purchased to settle the accumulated benefit obligation as of that date.

The Corporation recorded a one-time pre-tax charge related to the pension plan curtailment of approximately $1.9 million in the fourth quarter of 2007. The curtailment charge was recorded in other expenses in the statement of income and impacted the Community Banking and Wealth Management segments.

The components of net periodic defined benefit pension expense for the three months ended March 31, 2007 were as follows:

(Dollars in thousands)	Three Months Ended March 31,
	2008		2007
Net periodic benefit cost
Service cost	$	―	$	291
Interest cost		―		171
Expected return on plan assets		―		(150	)
Amortization of net actuarial loss		―		19
Net periodic benefit expense	$	―	$	331

The Corporation maintains a 401(k) defined contribution retirement savings plan which allows employees to contribute a portion of their compensation on a pre-tax and/or after-tax basis in accordance with specified guidelines. Prior to January 1, 2008, the Corporation matched 50% of pre-tax employee contributions up to a maximum of 3% of eligible earnings. Effective January 1, 2008, in addition to the company match of up to 3%, all eligible employees began receiving a company funded basic contribution in the 401(k) plan equal to 2% of eligible earnings. For the three months ended March 31, 2008, the basic company funded 401(k) contribution was $198,000.

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Note 5 – Stock-Based Compensation

The Corporation has four shareholder approved fixed stock option plans that allow the Corporation to grant options up to an aggregate of 3,797,861 shares of common stock to key employees and directors. At March 31, 2008, 2,518,265 stock options had been granted under the stock option plans. The options have a term of ten years when issued and typically vest over a five-year period. The exercise price of each option is the market price of the Corporation’s stock on the date of grant. Additionally, at March 31, 2008, the Corporation had 25,480 granted stock options as a result of the East Penn Bank acquisition completed in 2007. The options have a term of ten years and are exercisable at prices ranging from $5.94 to $13.07.

The Corporation recognizes compensation expense for stock options in accordance with SFAS 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)) adopted at January 1, 2006 under the modified prospective application method of transition. Prior to January 1, 2006, the Corporation followed SFAS 123 and APB 25 with pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in SFAS 123 had been applied. The Corporation recognizes compensation expense for the portion of outstanding awards at January 1, 2006 for which the requisite service has not yet been rendered, based on the grant-date fair value of those awards calculated under SFAS 123 for pro forma disclosures. For the three months ended March 31, 2008 and 2007, there were no options granted.

For grants subject to a service condition that were awarded on or after January 1, 2006, the Corporation utilizes the Black-Scholes option-pricing model (as used under SFAS 123) to estimate the fair value of each option on the date of grant. The Black-Scholes model takes into consideration the exercise price and expected life of the options, the current price of the underlying stock and its expected volatility, the expected dividends on the stock and the current risk-free interest rate for the expected life of the option.

For grants subject to a market condition that were awarded in the third quarter of 2007, the Corporation utilized a Monte Carlo simulation to estimate the fair value and determine the derived service period. Compensation is recognized over the derived service period with any unrecognized compensation cost immediately recognized when the market condition is met. These awards vest when the Corporation’s common stock reaches targeted average trading prices for 30 days within five years from the grant date. Vesting cannot commence before six months from the grant date. The term and exercise price of the options are the same as previously mentioned. The fair value and derived service period (the median period in which the market condition is met) were determined using a Monte Carlo simulation taking into consideration the weighted average dividend yield based on historical data, weighted-average expected volatility based on historical data, the risk-free rate, the weighted average expected life of the option and a uniform post-vesting exercise rate (mid-point of vesting and contractual term).

Expected volatility is based on the historical volatility of the Corporation’s stock over the expected life of the grant. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury strip rate in effect at the time of the grant. The life of the option is based on historical factors which include the contractual term, vesting period, exercise behavior and employee terminations.

In accordance with SFAS 123(R), stock-based compensation expense for the three months ended March 31, 2008 and 2007 is based on awards that are ultimately expected to vest and therefore has been reduced for estimated forfeitures. The Corporation estimates forfeitures using historical data based upon the groups identified by management. Stock-based compensation expense was $47,000 and $43,000, net of tax for the first quarter of 2008 and $67,000 and $64,000, net of tax for the first quarter of 2007.

A summary of option activity under the Corporation’s stock option plans as of March 31, 2008, and changes during the three months ended March 31, 2008 is presented in the following table. The number of shares and weighted-average share information have been adjusted to reflect stock dividends.

Options	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2008		1,113,499		$	15.74
Granted		—			—
Exercised		(22,022	)		9.52
Forfeited (unvested)		(2,395	)		20.10
Cancelled (vested)		(2,699	)		21.91

Outstanding at March 31, 2008		1,086,383		$	15.84		4.37	$	2,755

Exercisable at March 31, 2008		982,357		$	15.39		4.02	$	2,755

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Note 5 – Stock-Based Compensation – Continued

The total intrinsic value of options exercised during the three months ended March 31, 2008 and 2007 was $122,000 and $31,000, respectively. Intrinsic value is measured using the fair market value price of the Corporation’s common stock less the applicable exercise price.

A summary of the status of the Corporation’s nonvested shares as of March 31, 2008 is presented below:

Nonvested Shares	Shares			Weighted-Average Grant-Date Fair Value

Nonvested at January 1, 2008		108,736		$	5.37

Granted		—			—

Vested		(2,315	)		6.63

Forfeited		(2,395	)		5.61

Nonvested at March 31, 2008		104,026		$	5.34

As of March 31, 2008, there was a total of $317,000 of unrecognized compensation cost related to nonvested awards under stock option plans. This cost is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of shares vested during the three months ended March 31, 2008 and 2007 was $15,000 for each period. The tax benefit realized for the tax deductions from option exercises totaled $41,000 and $0 for the three months ended March 31, 2008 and 2007, respectively.

Note 6 – Earnings Per Share

Basic earnings per share exclude dilution and are computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. All weighted average, actual shares and per share information in these financial statements have been adjusted retroactively for the effect of stock dividends.

The calculations of basic earnings per share and diluted earnings per share are as follows:

	Three Months Ended March 31,

(Dollars in thousands, except per share data)	2008		2007

Basic earnings per share
Net income available to common shareholders	$	7,304	$	6,134
Weighted average common shares outstanding		31,346,833		28,965,500
Basic earnings per share	$	0.23	$	0.21

Diluted earnings per share
Net income available to common shareholders and assumed conversions	$	7,304	$	6,134
Weighted average common shares outstanding		31,346,833		28,965,500
Dilutive potential common shares (1), (2)		175,903		290,320
Total diluted weighted average common shares outstanding		31,522,736		29,255,820
Diluted earnings per share	$	0.23	$	0.21

(1)	Includes incremental shares from assumed conversions of stock options.

(2)

Antidilutive options have been excluded in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common stock. For the three months ended March 31, 2008 and 2007, there were 538,404 antidilutive options at an average price of $21.20 and 424,858 antidilutive options at an average price of $24.40, respectively.

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Note 7 – Comprehensive Income and Accumulated Other Comprehensive Income

The components of other comprehensive income are as follows:

Comprehensive Income

(Dollars in thousands)	Before tax			Tax Benefit			Net of tax
Three months ended March 31, 2008	Amount			(Expense)			amount
Net unrealized gains on available for sale securities:
Net unrealized holding gains arising during period	$	4,130		$	(1,446	)	$	2,684
Less reclassification adjustment for net gains realized in net income		128			(45	)		83
Net unrealized gains		4,002			(1,401	)		2,601
Change in fair value of derivatives used for cash flow hedges		62			(22	)		40
Other comprehensive income, net	$	4,064		$	(1,423	)	$	2,641

(Dollars in thousands)	Before tax			Tax Benefit			Net of tax
Three months ended March 3 1 , 200 7	Amount			(Expense)			Amount
Net unrealized gains on available for sale securities:
Net unrealized holding gains arising during period	$	2,361		$	(826	)	$	1,535
Less reclassification adjustment for net gains realized in net income		531			(186	)		345
Net unrealized gains		1,830			(640	)		1,190
Change in fair value of derivatives used for cash flow hedges		(202	)		71			(131	)
Other comprehensive income, net	$	1,628		$	(569	)	$	1,059

The components of other accumulated other comprehensive income (loss), net of tax, which is a component of shareholders’ equity were as follows:

	Net Unrealized (Losses) Gains on Available For Sale Securities			Net Change in Fair Value of Derivatives Used for Cash Flow Hedges			Net Change Related to Defined Benefit Pension Plan			Transition Asset Related to Defined Benefit Pension Plan		Accumulated Other Comprehensive (Loss) Income
Balance, January 1, 2007	$	(4,872	)	$	304		$	(1,579	)	$	44	$	(6,103	)
Net Change		1,190			(131	)		-			-		1,059
Balance, March 31, 2007	$	(3,682	)	$	173		$	(1,579	)	$	44	$	(5,044	)

Balance, January 1, 2008	$	(2,452	)	$	(114	)	$	-		$	-	$	(2,566	)
Net Change		2,602			39			-			-		2,641
Balance, March 31, 2008	$	150		$	(75	)	$	-		$	-	$	75

No te 8 – Segment Information

The Corporation operates two main lines of business along with several other operating segments. SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for public business enterprises to report information about operating segments. Operating segments are components of an enterprise, which are evaluated regularly by the chief operating decision-maker in deciding how to allocate and assess resources and performance. The Corporation’s chief operating decision-maker is the President and Chief Executive Officer. The Corporation has applied the aggregation criteria set forth in SFAS No. 131 for operating segments establishing two reportable segments: Community Banking and Wealth Management.

The Community Banking segment provides financial services to consumers, businesses and governmental units primarily in southeastern Pennsylvania. These services include full-service banking, comprised of accepting time and demand deposits, making secured and unsecured commercial loans, mortgages, consumer loans, and other banking services. The treasury function income is included in the Community Banking segment, as the majority of effort of this function is related to this segment. Primary sources of income include net interest income and service fees on deposit accounts. Expenses include costs to manage credit and interest rate risk, personnel, and branch operational and technical support.

The Wealth Management segment includes: trust and investment management services, providing investment management, trust and fiduciary services, estate settlement and executor services, financial planning, and retirement plan and institutional investment services; and the Cornerstone Companies, registered investment advisors for high net worth, privately held business owners, wealthy families and institutional clients. Major revenue component sources include investment management and advisory fees, trust fees, estate and tax planning fees, brokerage fees, and insurance related fees. Expenses primarily consist of personnel and support charges. Additionally, the Wealth Management segment includes an inter-segment credit related to trust deposits which are maintained within the Community Banking segment using a transfer pricing methodology.

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Note 8 – Segment Information – Continued

The Corporation has also identified several other operating segments. These operating segments within the Corporation’s operations do not have similar characteristics to the Community Banking or Wealth Management segments and do not meet the quantitative thresholds requiring separate disclosure. These non-reportable segments include HNC Reinsurance Company, HNC Financial Company, and the parent holding company and are included in the “Other” category.

Information about reportable segments and reconciliation of the information to the consolidated financial statements follows:

(Dollars in thousands)	Community Banking		Wealth Management		All Other			Consolidated Totals
Three Months Ended March 31, 2008

Net interest income (expense)	$	25,501	$	5	$	(1,299	)	$	24,207
Provision for loan losses		1,960		-		-			1,960
Noninterest income		6,356		4,315		161			10,832
Noninterest expense		19,568		3,796		354			23,718
Income (loss) before income taxes (benefit)		10,329		524		(1,492	)		9,361
Income taxes (benefit)		2,307		199		(449	)		2,057
Net income (loss)	$	8,022	$	325	$	(1,043	)	$	7,304

Assets	$	3,854,858	$	24,356	$	14,805		$	3,894,019

Three Months Ended March 31, 2007

Net interest income (expense)	$	20,256	$	112	$	(531	)	$	19,837
Provision for loan losses		2,425		-		-			2,425
Noninterest income		4,663		4,267		217			9,147
Noninterest expense		15,085		3,387		307			18,779
Income (loss) before income taxes (benefit)		7,409		992		(621	)		7,780
Income taxes (benefit)		1,527		396		(277	)		1,646
Net income (loss)	$	5,882	$	596	$	(344	)	$	6,134

Assets	$	3,268,334	$	21,123	$	35,510		$	3,324,967

The accounting policies of the segments are the same as those described in the summary of significant accounting policies disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007. Consolidating adjustments reflecting certain eliminations of inter-segment revenues, cash and investment in subsidiaries are included in the “All Other” segment.

Note 9 – Financial Instruments with Off-Balance Sheet Risk

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

The Bank’s maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amounts of those instruments. The Bank uses the same stringent credit policies in extending these commitments as they do for recorded financial instruments and controls exposure to loss through credit approval and monitoring procedures. These commitments often expire without being drawn upon and often are secured with appropriate collateral; therefore, the total commitment amount does not necessarily represent the actual risk of loss or future cash requirements.

The approximate contract amounts are as follows:

	Total Amount Committed at
Commitments	March 31, 2008		December 31, 2007
(Dollars in thousands)	March 31, 2008		December 31, 2007

Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	814,146	$	822,995
Standby letters of credit and financial guarantees written		25,286		23,473
Financial instruments whose notional or contract amounts exceed the amount of credit risk:
Interest rate swap agreements		23,977		58,928
Interest rate cap agreements		200,000		200,000

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Note 9 – Financial Instruments with Off-Balance Sheet Risk – Continued

At March 31, 2008, the Corporation had a cash flow hedge with a notional amount of $5.0 million that has the effect of converting variable debt to a fixed rate. This swap matures in 2008. During the first quarter of 2008, cash flow hedges matured with a notional amount of $50.0 million that had the effect of converting rates on money market deposit accounts to a fixed-rate cost of funds. For both of these types of swaps, the Corporation recognized net interest expense of $115,000 and income of $138,000 for the three months ended March 31, 2008 and 2007, respectively. Periodically, the Corporation may enter into fair value hedges to limit the exposure to changes in the fair value of loan assets. At March 31, 2008, the Corporation had fair value hedges in the form of interest rate swaps with a notional amount of $3.9 million. These swaps mature in 2017. The Corporation recognized net interest expense of $16,000 and income of $5,000 for the three months ended March 31, 2008 and 2007, respectively. At March 31, 2008, the Corporation had swap agreements with a negative fair value of $496,000. At December 31, 2007, the Corporation had swap agreements with a positive fair value of $10,000 and with a negative fair value of $366,000. There was no hedge ineffectiveness recognized during the first quarters of 2008 and 2007.

During March 2007, the Corporation purchased one and three month Treasury bill interest rate cap agreements with notional amounts totaling $200 million to limit its exposure on variable rate now deposit accounts. The initial premium related to these caps was $73,000 which is being amortized to interest expense over the life of the cap based on the cap market value. The Corporation recognized amortization of $1,000 for the three months ended March 31, 2008. At March 31, 2008 and December 31, 2007, these caps, designated as cash flow hedges, had a positive fair value of $2 and $222, respectively. The caps mature in March 2009. Hedge ineffectiveness of $40,000 on cash flow hedges due to notional mismatch was recognized in other expense during the first quarter of 2008. There was no impact to earnings for the first quarter of 2007 related to the caps.

During 2008 the Company implemented a program to offer certain derivative products directly to qualified commercial borrowers. The Corporation economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with a third party. Derivative transactions executed as part of this program are not designated in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” -qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. As of March 31, 2008, the fair value of the derivative assets and the fair value of the derivative liabilities were $152,000 and $119,000, respectively. The difference between the change in the fair value of the derivative assets and derivative liabilities of $33,000, which relates to the credit valuation adjustment in accordance with FAS 157, “Fair Value Measurements” is recognized in other income.

The Bank also had commitments with customers to extend mortgage loans at a specified rate at March 31, 2008 and December 31, 2007 of $5.2 million and $3.4 million, respectively and commitments to sell mortgage loans at a specified rate at March 31, 2008 and December 31, 2007 of $2.3 million and $2.4 million, respectively. The commitments are accounted for as a derivative and recorded at fair value. The Bank estimates the fair value of these commitments by comparing the secondary market price at the reporting date to the price specified in the contract to extend or sell the loan initiated at the time of the loan commitment. At March 31, 2008, the Corporation had commitments with a positive fair value of $41,000 and a negative fair value of $2,000 the net amount which was recorded as other income. At December 31, 2007, the Corporation had commitments with a positive fair value of $19,000 and a negative fair value of $19,000.

During December 2004 and January 2005, the Bank sold lease financing receivables of $10.5 million. Of these leases, $1.2 million were sold with full recourse and the remaining leases were sold subject to recourse with a maximum exposure of ten percent of the outstanding receivable. The total recourse exposure at the time of the sale of the leases was $2.0 million. During the first quarter of 2005, the Bank recorded a recourse liability of $216,000 which was the entire recourse liability recorded. This estimate was based on our historic losses as experienced on similar lease financing receivables. After the first anniversary of the sale agreement, and on a quarterly basis thereafter, upon written request by the Bank, the purchaser will review the portfolio performance and may reduce the total exposure to an amount equal to ten percent of the outstanding net book value. The Bank will be subject to the full and partial recourse obligations until all the lease financing receivables have been paid or otherwise been terminated and all equipment has been sold or disposed of. The final lease payment is due in 2010. The outstanding balance of these sold leases at March 31, 2008 was $751,000 with a total recourse exposure of $137,000 and a current recourse liability of $16,000.

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Note 10 – Fair Value Measurements

Effective January 1, 2008, the Corporation adopted SFAS No. 157, “Fair Value Measurements.” SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure about fair value. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement. There have been no material changes in valuation techniques as a result of the adoption of SFAS No. 157.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active for identical or similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and significant to the fair value of the assets or liabilities that are developed using the reporting entities’ estimates and assumptions, which reflect those that market participants would use.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

A description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis, as well as the classification of the instruments pursuant to the valuation hierarchy, are as follows:

Securities Available for Sale

Securities classified as available for sale are reported using Level 1, Level 2 and Level 3 inputs. Level 1 instruments generally include equity securities valued based on quoted market prices in active markets. Level 2 instruments include U.S. government agency obligations, state and municipal bonds, mortgage-backed securities, collateralized mortgage obligations and corporate bonds. For these securities, the Corporation obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions, among other things. Level 3 securities available for sale consist of instruments that are not readily marketable and may only be redeemed with the issuer at par such as Federal Home Loan Bank and Federal Reserve Bank stock. These securities are stated at par value.

Derivative Financial Instruments

Currently, the Corporation uses cash flow hedges, fair value hedges and interest rate caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below (rise above) the strike rate of the floors (caps). The variable interest rates used in the calculation of projected receipts on the floor (cap) are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. To comply with the provisions of SFAS No. 157, the Corporation incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Corporation has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2008, the Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Corporation has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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Note 10 – Fair Value Measurements – Continued

The Corporation also has commitments with customers to extend mortgage loans at a specified rate and commitments to sell mortgage loans at a specified rate. These interest rate and forward contracts for mortgage loans originated and intended for sale in the secondary market are accounted for as derivatives and carried at estimated fair value. The Corporation estimates the fair value of the contracts using current secondary loan market rates. The Corporation has determined that the inputs used to value its interest rate and forward contracts fall within Level 2 of the fair value hierarchy.

Assets and liabilities measured at fair value on a recurring basis are summarized below.

	Fair Value Measurement Using
(Dollars in thousands)	Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance March 31, 2008
Assets
Investment securities available for sale	$	14,073	$	960,835	$	17,890	$	992,798
Derivatives		—		193		—		193
Total assets	$	14,073	$	961,028	$	17,890	$	992,991
Liabilities
Derivatives	$	—	$	618	$	—	$	618
Total liabilities	$	—	$	618	$	—	$	618

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The table below presents a reconciliation for assets measured at fair value on a recurring basis for which the Corporate has utilized significant unobservable inputs (Level 3).

(Dollars in thousands)	Investment Securities Available for Sale

Balance, January 1, 2008	$	15,201
Total gains/losses (realized/unrealized)
Included in earnings (or changes in net assets)		—
Included in other comprehensive income		—
Purchases		3,026
Redemptions		(320	)
Interest		1
Capital deductions for operating expenses(1)		(18	)
Balance, March 31, 2008	$	17,890

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2008	$	—

(1) Operating expenses are included in earnings in other expenses in the income statement.

Assets Measured at Fair Value on a Nonrecurring Basis

A description of the valuation methodologies and classification levels used for financial instruments measured at fair value on a nonrecurring basis are listed below. These listed instruments are subject to fair value adjustments (impairment) as they are valued at the lower of cost or market.

Mortgage Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value. The Corporation estimates the fair value of mortgage loans held for sale using current secondary loan market rates. The Corporation has determined that the inputs used to value its mortgage loans held for sale fall within Level 2 of the fair value hierarchy. At March 31, 2008, loans held for sale were recorded at their carrying amount of $2.2 million with no impairment recorded during the first quarter of 2008.

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Note 10 – Fair Value Measurements – Continued

Impaired Loans

Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value. Individually impaired loans are measured based on the fair value of the collateral for collateral dependent loans. The value of the collateral is determined based on an appraisal by qualified licensed appraisers hired by the Corporation or other observable market data which is readily available in the marketplace. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. At March 31, 2008, impaired loans had a carrying amount of $9.4 million with a valuation allowance of $2.2 million. Impaired loans with a carrying amount of $8.0 million were evaluated during the first quarter of 2008 using the practical expedient fair value measurement which resulted in an additional valuation allowance of $434,000.

Mortgage Servicing Rights

The Corporation estimates the fair value of mortgage servicing rights based upon the present value of future cash flows using a current market discount rate appropriate for each investor group. Some of the primary components in valuing a servicing portfolio are estimates of anticipated prepayment, current market yields for servicing, reinvestment rate, servicing spread retained on the loans, and the cost to service each loan.

The Corporation’s entire portfolio consists of fixed rate loans with a remittance type of schedule/actual and a weighted average servicing fee of .25%. The market value calculation was based on long term prepayment assumptions obtained from Bloomberg for similar pools based on original term, remaining term, and coupon. Where prepayment assumptions for loan pools could not be obtained, projections based on current prepayments, secondary loan market, and input from servicing buyers were used. The Corporation has determined that the inputs used to value its mortgage servicing rights fall within Level 2 of the fair value hierarchy. At March 31, 2008, the Corporation’s mortgage servicing rights had a carrying amount of $2.8 million. In accordance with the provisions of SFAS No.156, “Amending Accounting for Separately Recognized Servicing Assets and Liabilities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” three pools of mortgage servicing rights with a carrying amount of $952,000 were written down to their fair value of $864,000 resulting in an impairment charge of $88,000 for the first quarter of 2008.

Certain assets measured at fair value on a non-recurring basis are presented below:

	Fair Value Measurement Using
(Dollars in thousands)	Balance March 31, 2008		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Impaired loans	$	6,412	$	—	$	6,412	$	—
Mortgage servicing rights		864		—		864		—
Total assets	$	7,276	$	—	$	7,276	$	—

SFAS No. 157 Fair value measurement implementation for nonfinancial assets including goodwill, identifiable intangibles and net assets in foreclosure with balances of $110.6 million, $11.0 million and $1.5 million, respectively at March 31, 2008 have been delayed until January 1, 2009 in accordance with SFAS No. 157-2.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following is management’s discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in its accompanying consolidated financial statements for Harleysville National Corporation (the Corporation) and its wholly owned subsidiaries-Harleysville National Bank (the Bank), HNC Financial Company and HNC Reinsurance Company. The Corporation’s consolidated financial condition and results of operations consist almost entirely of the Bank’s financial condition and results of operations. Current performance does not guarantee, and may not be indicative, of similar performance in the future. These are unaudited financial statements and, as such, are subject to year-end audit review.

In addition to historical information, this Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have made forward-looking statements in this report, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include the information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When we use words such as “believes,” “expects,” “anticipates,” “may,” “estimates,” or “intends” or similar expressions, we are making forward-looking statements. Forward-looking statements are representative only as of the date they are made, and the Corporation undertakes no obligation to update any forward-looking statement.

Shareholders should note that many factors, some of which are discussed elsewhere in this report and in the documents that we incorporate by reference, could affect the future financial results of the Corporation and its subsidiaries and could cause those results to differ materially from those expressed or implied in our forward-looking statements contained or incorporated by reference in this document . These factors include but are not limited to those described in Item 1A, “Risk Factors” in the Corporation’s 2007 Annual Report on Form 10-K and in this Form 10-Q.

Critical Accounting Estimates

The accounting and reporting policies of the Corporation and its subsidiaries conform to accounting principles generally accepted in the United States and general practices with the financial services industry. The Corporation’s significant accounting policies are described in Note 1 of the consolidated financial statements in this Form 10-Q and in the Corporation’s 2007 Annual Report on Form 10-K and are essential in understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. In applying accounting policies and preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. Therefore, actual results could differ significantly from those estimates. Judgments and assumptions required by management, which have, or could have a material impact on the Corporation’s financial condition or results of operations are considered critical accounting estimates. The following is a summary of the policies the Corporation recognizes as involving critical accounting estimates: Allowance for Loan Loss, Goodwill and Other Intangible Asset Impairment, Stock-Based Compensation, Unrealized Gains and Losses on Debt Securities Available for Sale, and Deferred Taxes.

Allowance for Loan Losses: The Corporation maintains an allowance for loan losses at a level management believes is sufficient to absorb estimated probable credit losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires significant estimates by management. Consideration is given to a variety of factors in establishing these estimates including historical losses, current and anticipated economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers’ perceived financial and management strengths, the adequacy of underlying collateral, the dependence on collateral, or the strength of the present value of future cash flows and other relevant factors. These factors may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses may be required which may adversely affect the Corporation’s results of operations in the future.

Goodwill and Other Intangible Asset Impairment: Goodwill and other intangible assets are reviewed for potential impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment, in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Goodwill is tested for impairment at the reporting unit level and an impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Corporation employs general industry practices in evaluating the fair value of its goodwill and other intangible assets. The Corporation calculates the fair value using a combination of the following valuation methods: dividend discount analysis under the income approach, which calculates the present value of all excess cash flows plus the present value of a terminal value and price/earnings multiple under the market approach. Management performed its annual review of goodwill and other identifiable intangibles at June 30, 2007 and determined there was no impairment of goodwill or other identifiable intangibles. No assurance can be given that future impairment tests will not result in a charge to earnings.

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Stock-based Compensation: The Corporation recognizes compensation expense for stock options in accordance with SFAS 123 (revised 2004), “Share-Based Payment” (SFAS 123R)) adopted at January 1, 2006 under the modified prospective application method of transition. The expense of the option is generally measured at fair value at the grant date with compensation expense recognized over the service period, which is usually the vesting period. The Corporation utilizes the Black-Scholes option-pricing model (as used under SFAS 123) to estimate the fair value of each option on the date of grant. The Black-Scholes model takes into consideration the exercise price and expected life of the options, the current price of the underlying stock and its expected volatility, the expected dividends on the stock and the current risk-free interest rate for the expected life of the option. For grants subject to a market condition, the Corporation utilizes a Monte Carlo simulation to estimate the fair value and determine the derived service period. Compensation is recognized over the derived service period with any unrecognized compensation cost immediately recognized when the market condition is met. The Corporation’s estimate of the fair value of a stock option is based on expectations derived from historical experience and may not necessarily equate to its market value when fully vested. In accordance with SFAS 123(R), the Corporation estimates the number of options for which the requisite service is expected to be rendered.

Unrealized Gains and Losses on Securities Available for Sale: The Corporation receives estimated fair values of debt securities from independent valuation services and brokers. In developing these fair values, the valuation services and brokers use estimates of cash flows based on historical performance of similar instruments in similar rate environments. Debt securities available for sale are mostly comprised of mortgage-backed securities as well as tax-exempt municipal bonds and U.S. government agency securities. The Corporation uses various indicators in determining whether a security is other-than-temporarily impaired, including for equity securities, if the market value is below its cost for an extended period of time with low expectation of recovery or for debt securities, when it is probable that the contractual interest and principal will not be collected. The debt securities are monitored for changes in credit ratings. Adverse changes in credit ratings would affect the estimated cash flows of the underlying collateral or issuer. The unrealized losses associated with the securities portfolio, that management has the ability and intent to hold, are not considered to be other-than temporary as of March 31, 2008 because the unrealized losses are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or issuer.

Deferred Taxes: The Corporation recognizes deferred tax assets and liabilities for the future effects of temporary differences, net operating loss carryforwards, and tax credits. Deferred tax assets are subject to management’s judgment based upon available evidence that future realizations are likely. If management determines that the Corporation may not be able to realize some or all of the net deferred tax asset in the future, a charge to income tax expense may be required to reduce the value of the net deferred tax asset to the expected realizable value.

The Corporation has not substantively changed its application of the foregoing policies, and there have been no material changes in assumptions or estimation techniques used as compared to prior periods.

Financial Overview

For the first quarter of 2008, the Corporation’s net income was $7.3 million or $.23 per diluted share, up 19.1% and 9.5%, respectively, compared to $6.1 million or $.21 per diluted share for the first quarter of 2007. Results were favorably impacted by an increase in the net interest margin, the impact of cost reduction actions taken in 2007 as well as the recent acquisition of East Penn Financial Corporation (East Penn Financial). The year-to-date financial results include the impact on operations from the acquisition of East Penn Financial effective November, 16, 2007 and the related issuance of 2,432,771 shares of the Corporation’s common stock. The following is an overview of the key financial highlights for the first quarter of 2008:

Total assets were $3.9 billion at March 31, 2008, an increase of 17.1% or $569.1 million over $3.3 billion in total assets at March 31, 2007. Loans were $2.48 million, an increase of 20.1% from $2.07 million at March 31, 2007. Deposits were $2.99 million, up 18.2% from $2.53 million last year. East Penn Financial had assets of $451.1 million, loans of $337.7 million and deposits of $382.7 million at the acquisition date. Total assets at March 31, 2008 were level with December 31, 2007.

The annualized return on average shareholders’ equity was 8.55% for the first quarter of 2008 as compared to 8.47% for the same period in 2007. The annualized return on average assets was 0.75% during the first quarter of 2008 in comparison to 0.76% for the first quarter of 2007.

Net interest income on a tax equivalent basis in the first quarter of 2008 increased $4.6 million or 21.8% from the same period in 2007 mainly as a result of the East Penn Financial acquisition as well as organic loan growth and a decrease in customer deposit costs. First quarter net interest margin of 2.91% was the highest since the third quarter of 2006, and was up 9 basis points year over year and 15 basis points sequentially.

Nonperforming assets were $27.1 million at March 31, 2008. Nonperforming assets as a percentage of total assets were 0.69% at March 31, 2008, compared to 0.56% at December 31, 2007, and 0.59% in last year’s first quarter. Net charge-offs were $0.8 million, compared to $2.7 million in the first quarter of 2007. The provision for loan losses was $2.0 million, a decrease of 19.2% from $2.4 million in the first quarter of 2007.

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Results of Operations

Net income is affected by five major elements: (1) net interest income, or the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowed funds; (2) the provision for loan losses, or the amount added to the allowance for loan losses to provide reserves for inherent losses on loans; (3) noninterest income, which is made up primarily of certain fees, wealth management income and gains and losses from sales of securities or other transactions; (4) noninterest expense, which consists primarily of salaries, employee benefits and other operating expenses; and (5) income taxes. Each of these major elements will be reviewed in more detail in the following discussion.

Adoption of Fair Value Measurements Accounting Standard

As previously discussed in Note 1 – Summary of Significant Accounting Policies and Note 10– Fair Value Measurements, the Corporation adopted SFAS No. 157, “Fair Value Measurements” effective January 1, 2008. The adoption of SFAS 157 did not have a material impact on the Corporation’s financial statements. See Note 1 and Note 10 for additional information.

Net Interest Income

Net interest income on a tax equivalent basis in the first quarter of 2008 increased $4.6 million or 21.8% from the same period in 2007. The increase during 2008 was mainly as a result of the East Penn Financial acquisition as well as organic loan growth and a decrease in customer deposit costs.

The rate volume variance analysis in the table below, which is computed on a tax-equivalent basis (tax rate of 35%), analyzes changes in net interest income for the three months ended March 31, 2008 compared to March 31, 2007 by their volume and rate components. The change attributable to both volume and rate has been allocated proportionately.

Table 1—Analysis of Changes in Net Interest Income—Fully Taxable-Equivalent Basis

	Three Months Ended March 31, 2008 compared to March 31, 2007

(Dollars in thousands)

	Total			Due to change in:
	Change			Volume		Rate

Increase (decrease) in interest income:
Investment securities *	$	1,609		$	1,431	$	178
Federal funds sold and deposits in banks		(112	)		230		(342	)
Loans *		4,500			6,787		(2,287	)
Total		5,997			8,448		(2,451	)

Increase (decrease) in interest expense:
Savings and money market deposits		(4,011	)		349		(4,360	)
Time deposits		4,785			4,846		(61	)
Borrowed funds		577			915		(338	)
Total		1,351			6,110		(4,759	)

Net increase in net interest income	$	4,646		$	2,338	$	2,308
*Tax equivalent basis using a tax rate of 35%, net

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The following table presents the major asset and liability categories on an average basis for the periods presented, along with interest income and expense, and key rates and yields.

Table 2—Average Balance Sheets and Interest Rates ¾ Fully Taxable-Equivalent Basis

(Dollars in thousands)	Three Months Ended March 31,							Three Months Ended March 31,
	2008							2007

	Average				Average			Average				Average
Assets	Balance		Interest		Rate			Balance		Interest		Rate
Earning assets:
Investment securities:
Taxable investments	$	753,468	$	9,754		5.21	%	$	684,651	$	8,564		5.07	%
Nontaxable investments (1)		290,098		4,356		6.04			260,007		3,937		6.14
Total investment securities		1,043,566		14,110		5.44			944,658		12,501		5.37
Federal funds sold and deposits in banks		84,157		694		3.32			62,837		806		5.20
Loans (1) (2)		2,463,242		39,405		6.43			2,059,871		34,905		6.87
Total earning assets		3,590,965		54,209		6.07			3,067,366		48,212		6.37
Noninterest-earning assets		299,994							213,488
Total assets	$	3,890,959						$	3,280,854

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and money market	$	1,415,450		8,095		2.30		$	1,376,074		12,106		3.57
Time		1,237,482		14,501		4.71			831,489		9,716		4.74
Total interest-bearing deposits		2,652,932		22,596		3.43			2,207,563		21,822		4.01
Borrowed funds		499,064		5,613		4.52			422,415		5,036		4.84
Total interest bearing liabilities		3,151,996		28,209		3.60			2,629,978		26,858		4.14
Noninterest-bearing liabilities:
Demand deposits		324,120							308,095
Other liabilities		71,443							48,986
Total noninterest-bearing liabilities		395,563							357,081
Total liabilities		3,547,559							2,987,059
Shareholders' equity		343,400							293,795
Total liabilities and shareholders' equity	$	3,890,959						$	3,280,854
Net interest spread						2.47							2.23
Effect of noninterest-bearing sources						0.44							0.59
Net interest income/margin on earning assets			$	26,000		2.91	%			$	21,354		2.82	%

Less tax equivalent adjustment				1,793							1,517
Net interest income			$	24,207						$	19,837

(1)	The interest earned on nontaxable investment securities and loans is shown on a tax equivalent basis, net of deductions (tax rate of 35%).

(2)	Nonaccrual loans have been included in the appropriate average loan balance category, but interest on nonaccrual loans has not been included for purposes of determining interest income.

Interest income on a tax equivalent basis in the first quarter of 2008 increased $6.0 million, or 12.4% over the same period in 2007. This increase was primarily due to higher average loans of $403.4 million partially offset by a 44 basis points reduction in the average rate earned on loans. The growth in average loans of 19.6% over the first quarter of last year was mainly as a result of the East Penn Financial acquisition as well as organic loan growth. Loan rates have declined from the first quarter of 2007 to the first quarter of 2008 due to market credit and liquidity conditions resulting in the Federal Open Market Committee reducing overnight rates 300 basis points and the subsequent change in the yield curve. Interest expense increased $1.4 million or 5.0% during the first quarter of 2008 versus the comparable period in 2007 mainly attributed to higher deposit volume from the East Penn Financial acquisition offset by a 58 basis point reduction in the average rate paid on deposits. The Corporation’s lower cost of funds have resulted from the short-term rate reductions during the fourth quarter of 2007 and the first quarter of 2008 by the Federal Open Market Committee as well as the Corporation’s continued emphasis on lower rate deposit products.

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Net Interest Margin

The net interest margin for the first quarter of 2008 of was 2.91% compared to 2.76% for the fourth quarter of 2007 and 2.82% for the first quarter of 2007. Decreases in customer deposit costs have outpaced yield decreases in loans and investments. The steepening of the yield curve and the acquisition of East Penn Bank have contributed to the improved margin.

Interest Rate Sensitivity Analysis

In the normal course of conducting business activities, the Corporation is exposed to market risk, principally interest rate risk through the operations of its banking subsidiary. Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and value of financial instruments.

The Corporation actively manages its interest rate sensitivity positions. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve consistent growth in net interest income. The Asset/Liability Committee, using policies and procedures approved by the Corporation’s Board of Directors, is responsible for managing the rate sensitivity position. The Corporation manages interest rate sensitivity by changing the mix and repricing characteristics of its assets and liabilities through the management of its investment securities portfolio, its offering of loan and deposit terms and through wholesale borrowings from several providers, but primarily the Federal Home Loan Bank (the FHLB). The nature of the Corporation’s current operations is such that it is not subject to foreign currency exchange or commodity price risk.

The Corporation only utilizes derivative instruments for asset/liability management. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations and payments are based. The notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Interest rate swaps are contracts in which a series of interest-rate flows (fixed and floating) are exchanged over a prescribed period. The notional amounts on which the interest payments are based are not exchanged. Interest rate caps are purchased contracts that limit the exposure from the repricing of liabilities in a rising rate environment.

During 2008 the Company implemented a program to offer certain derivative products directly to qualified commercial borrowers. The Corporation economically hedges derivative transactions executed with commercial borrowers by entering into mirror-image, offsetting derivatives with a third party. Derivative transactions executed as part of this program are not designated in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” -qualifying hedging relationships and are, therefore, marked-to-market through earnings each period. As of March 31, 2008, the fair value of the derivative assets and the fair value of the derivative liabilities were $152,000 and $119,000, respectively. The difference between the change in the fair value of the derivative assets and derivative liabilities of $33,000, which relates to the credit valuation adjustment in accordance with SFAS 157, “Fair Value Measurements” is recognized in other income.

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The Corporation uses three principal reports to measure interest rate risk: (1) asset/liability simulation reports; (2) gap analysis reports; and (3) net interest margin reports. Management also simulates possible economic conditions and interest rate scenarios in order to quantify the impact on net interest income. The effect that changing interest rates have on the Corporation’s net interest income is simulated by increasing and decreasing interest rates. This simulation is known as rate shocking. The results of the March 31, 2008 net interest income rate shock simulations show that the Corporation is within guidelines set by the Corporation's Asset/Liability Policy when rates increase 100 or 200 basis points or decrease 100 basis points. In rates shocked down 200 basis points, net interest income is projected to be -10.04% which is outside the policy guideline of -8.00%. This is due to the low current interest rate environment. When rates are shocked down 200 basis points, the rates on core deposits hit internally established minimums and are unable to reprice down the full 200 basis points, while interest earning assets can reprice down the full 200 basis points. The Corporation constantly monitors this position and takes steps to minimize any reduction in net interest income.

The report below forecasts changes in the Corporation’s market value of equity under alternative interest rate environments as of March 31, 2008. The market value of equity is defined as the net present value of the Corporation’s existing assets and liabilities. The Corporation is within guidelines set by the Corporation’s Asset/Liability Policy for the percentage change in the market value of equity.

Table 3—Market Value of Equity

			Change in						Asset/Liability
	Market Value		Market Value			Percentage			Approved
(Dollars in thousands)	of Equity		Of Equity			Change			Percent Change

+300 Basis Points	$	385,486	$	(98,712	)		-20.39	%		+/- 35	%
+200 Basis Points		427,604		(56,594	)		-11.69	%		+/- 25
+100 Basis Points		470,312		(13,886	)		-2.87	%		+/- 15
Flat Rate		484,198		-			0.00	%
-100 Basis Points		464,854		(19,344	)		-4.00	%		+/- 15
-200 Basis Points		423,456		(60,743	)		-12.55	%		+/- 25
-300 Basis Points		373,363		(110,835	)		-22.89	%		+/- 35

In the event the Corporation should experience a mismatch in its desired gap ranges or an excessive decline in their market value of equity resulting from changes in interest rates, it has a number of options that it could use to remedy the mismatch. The Corporation could restructure its investment portfolio through the sale or purchase of securities with more favorable repricing attributes. It could also emphasize growth in loan products with appropriate maturities or repricing attributes, or attract deposits or obtain borrowings with desired maturities.

Provision for Loan Losses

The Corporation uses the reserve method of accounting for loan losses. The balance in the allowance for loan and lease losses is determined based on management’s review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management’s assumptions as to future delinquencies, recoveries and losses. Increases to the allowance for loan and lease losses are made by charges to the provision for loan losses. Credit exposures deemed to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged-off amounts are credited to the allowance for loan losses.

While management considers the allowance for loan losses to be adequate based on information currently available, future additions to the allowance may be necessary due to changes in economic conditions or management’s assumptions as to future delinquencies, recoveries and losses and management’s intent with regard to the disposition of loans. In addition, the Office of the Comptroller of the Currency (the OCC), as an integral part of their examination process, periodically reviews the Corporation’s allowance for loan losses. The OCC may require the Corporation to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.

The Corporation performs periodic evaluations of the allowance for loan losses that include both historical, internal and external factors. The actual allocation of reserve is a function of the application of these factors to arrive at a reserve for each portfolio type. Management assigns credit ratings and individual factors to individual groups of loans. Changes in concentrations and quality are captured in the analytical metrics used in the calculation of the reserve. The components of the allowance for credit losses consist of both historical losses and estimates. Management bases its recognition and estimation of each allowance component on certain observable data that it believes is the most reflective of the underlying loan losses being estimated. The observable data and accompanying analysis is directionally consistent, based upon trends, with the resulting component amount for the allowance for loan losses. The Corporation’s

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allowance for loan losses components includes the following: historical loss estimation by loan product type and by risk rating within each product type, payment (past due) status, industry concentrations, internal and external variables such as economic conditions, credit policy and underwriting changes and results of the loan review process. The Corporation’s historical loss component is the most significant component of the allowance for loan losses, and all other allowance components are based on the inherent loss attributes that management believes exist within the total portfolio that are not captured in the historical loss component.

The historical loss components of the allowance represent the results of analyses of historical charge-offs and recoveries within pools of homogeneous loans, within each risk rating and broken down further by segment, within the portfolio. Criticized assets are further assessed based on trends, expressed as percentages, relative to delinquency, risk rating and nonaccrual, by credit product.

The historical loss components of the allowance for commercial and industrial loans and commercial real estate loans (collectively “commercial loans”) are based principally on current risk ratings, historical loss rates adjusted, by adjusting the risk window, to reflect current events and conditions, as well as analyses of other factors that may have affected the collectibility of loans. All commercial loans with an outstanding balance over $500,000 are subject to review on an annual basis. Samples of commercial loans with a “pass” rating are individually reviewed annually. Commercial loans that management determines to be potential problem loans are individually reviewed at a minimum annually. The review is accomplished via Watchlist Memorandum, and is designed to determine whether such loans are individually impaired, with impairment measured by reference to the collateral coverage and/or debt service coverage. Consumer credit and residential real estate reviews are limited to those loans reflecting delinquent payment status. Homogeneous loan pools, including consumer and 1-4 family residential mortgages are not subject to individual review but are evaluated utilizing risk factors such as concentration of one borrower group. The historical loss component of the allowance for these loans is based principally on loan payment status, retail classification and historical loss rates, adjusted by altering the risk window, to reflect current events and conditions.

The industry concentration component is recognized as a possible factor in the estimation of loan losses. Two industries represent possible concentrations: commercial real estate and consumer loans relying on residential home equity. No specific loss-related observable data is recognized by management currently, therefore no specific factor is calculated in the reserve solely for the impact of these concentrations, although management continues to carefully consider relevant data for possible future sources of observable data.

The historic loss model includes a judgmental component (environmental factors) that reflects management’s belief that there are additional inherent credit losses based on loss attributes not adequately captured in the lagging indicators. The environmental factors are based upon management’s review of trends in the Corporation’s primary market area as well as regional and national economic trends. Management utilizes various economic factors that could impact borrowers’ future ability to make loan payments such as changes in the interest rate environment, product supply shortages, and negative industry specific events. Management utilizes relevant articles from newspapers and other publications that describe the economic events affecting specific geographic areas and other published economic reports and data. Furthermore, given that past-performance indicators may not adequately capture current risk levels, allowing for a real-time adjustment enhances the validity of the loss recognition process. There are many credit risk management reports that are synthesized by credit risk management staff to assess the direction of credit risk and its instant effect on losses. It is important to continue to use experiential data to confirm risk as measurable losses will continue to manifest themselves at higher than normal levels even after the economic cycle has begun an upward swing and lagging indicators begin to show improvement. The judgmental component is allocated to the specific segments of the portfolio based on the historic loss component .

The provision for loan losses was $2.0 million for the three months ended March 31 2008, a decrease of 19.2% from $2.4 million for the same period in 2007. N et loans charged-off were $.8 million during the first quarter of 2008 as compared to $2.7 million in the first quarter of 2007.

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A summary of the activity in the allowance for loan losses is as follows:

Table 4—Allowance for Loans Losses

	Three Months Ended
	March 31,
(Dollars in thousands)	2008			2007

Average loans	$	2,463,242		$	2,059,871

Allowance, beginning of period		27,328			21,154
Loans charged off:
Real estate		357			1,620
Commercial and industrial		216			750
Consumer		394			373
Lease financing		—			31
Total loans charged off		967			2,774
Recoveries:
Real estate		27			9
Commercial and industrial		15			9
Consumer		127			93
Lease financing		—			13
Total recoveries		169			124
Net loans charged off		798			2,650
Provision for loan losses		1,960			2,425
Allowance, end of period	$	28,490		$	20,929
Ratio of net charge offs to average
loans outstanding (annualized)		0.13	%		0.52	%

The following table sets forth an allocation of the allowance for loan losses by loan category. The specific allocations in any particular category may be reallocated in the future to reflect then current conditions. Accordingly, management considers the entire allowance to be available to absorb losses in any category.

Table 5—Allocation of the Allowance for Loan Losses by Loan Type

The factors affecting the allocation of the allowance during the three-month period ended March 31, 2008 were changes in credit quality resulting from increases in criticized commercial and industrial loans. The allocation of the allowance for commercial and industrial loan at March 31, 2008 increased $1.7 million from December 31, 2007 primarily due to an increase in loans rated special mention and a slight increase in the loss ratio for substandard loans. T he allocation of the allowance for real estate loans decreased $635,000 mostly due to decreased loan volume combined with an improvement in the loss ratio. There were no material changes in the allocation of the allowance for consumer loans and lease financing at March 31, 2008 compared to December 31, 2007. There were no significant changes in the estimation methods and assumptions including environmental factors, loan concentrations or terms that impacted the allowance during the first three months of 2008. The interest rate environment as well as weakening in the commercial real estate market has moderately increased our allowance allocation in concert with the historical trends. It is expected that the negative trends in the real estate industry will continue to affect credit quality into 2008. The growth in the loan portfolio and the change in the mix will result in an adjustment to the amount of the allowance allocated to each category based upon historical loss trends and other factors.

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The following table sets forth an allocation of the allowance for loan losses by category. The specific allocations in any particular category may be reallocated in the future to reflect then current conditions. Accordingly, management considers the entire allowance to be available to absorb losses in any category.

	March 31, 2008					December 31, 2007
			Percent of					Percent of
(Dollars in thousands)	Amount		Allowance			Amount		Allowance

Real estate	$	9,856		35	%	$	10,491		38	%
Commercial
and industrial		14,073		49	%		12,340		45	%
Consumer		4,547		16	%		4,485		17	%
Lease financing		14		-	%		12		-	%
Total	$	28,490		100	%	$	27,328		100	%

Nonperforming Assets

Nonperforming assets (including nonaccruing loans, net assets in foreclosure and loans past due 90 days or more past due) were 0.69% of total assets at March 31, 2008, compared to 0.56% at December 31, 2007, and 0.59% at March 31, 2007. The increase in nonperforming assets at March 31, 2008, in relation to December 31, 2007, of $5.1 million was substantially concentrated in the commercial real estate portfolio as well as a higher level of commercial and industrial loans on nonaccrual of interest. The increase of nonperforming assets in relation to March 31, 2007 of $7.5 million was largely due to a higher level of commercial real estate loans on nonaccrual of interest. While the credit quality remained stable at quarter end, we continue to take a conservative approach to our lending and loan review practices. With the expectation of continued economic pressures, management continues to provide more resources to resolve troubled credits including an increased focus on earlier identification of potential problem loans and a more active approach to managing the level of criticized loans that have not reached nonaccrual status.

Net assets in foreclosure increased $1.5 million due to the foreclosure and subsequent transfer to OREO of one construction loan which defaulted during the fourth quarter of 2007. The Bank has assumed the rights to an agreement with a homebuilder, who has been constructing homes on the site, to purchase remaining lots in the development at a fixed price which is expected to result in full payment of the loan. Foreclosed assets are carried at the lower of cost (lesser of carrying value of asset or fair value at date. Foreclosed assets are carried at the lower of cost (lesser of carrying value of asset or fair value at date of acquisition) or estimated fair value. Efforts to liquidate assets acquired in foreclosure proceed as quickly as potential buyers can be located and legal constraints permit. Loans past due 90 days or more and still accruing interest are loans that are generally well secured and are in the process of collection.

The following table presents information concerning nonperforming assets. Nonperforming assets include loans that are in nonaccrual status or 90 days or more past due and loans that are in the process of foreclosure.

Table 6—Nonperforming Assets

(Dollars in thousands)	March 31, 2008			December 31, 2007			March 31, 2007

Nonaccrual loans	$	23,819		$	21,091		$	17,519
Loans 90 days or more past due		1,702			857			2,001
Total nonperforming loans		25,521			21,948			19,520
Net assets in foreclosure		1,536			28			10
Total nonperforming assets	$	27,057		$	21,976		$	19,530

Allowance for loan losses to nonperforming loans		111.6	%		124.5	%		107.2	%
Nonperforming loans to total net loans		1.04	%		0.90	%		0.95	%
Allowance for loan and lease losses to total loans		1.15	%		1.11	%		1.01	%
Nonperforming assets to total assets		0.69	%		0.56	%		0.59	%

Locally located real estate, most with acceptable loan to value ratios, secures many of the nonperforming loans.

-26-

The following table presents information concerning impaired loans. Impaired loans are loans for which it is probable that all principal and interest will not be collected according to the contractual terms of the loan agreement. Impaired loans are included in the nonaccrual loan total.

Table 7—Impaired Loans

(Dollars in thousands)	March 31, 2008		December 31, 2007		March 31, 2007

Impaired Loans	$	9,404	$	9,803	$	7,789

Average year-to-date impaired loans	$	10,559	$	7,539	$	6,523

Impaired loans with specific loss allowances	$	9,404	$	9,803	$	7,789

Loss allowances reserved on impaired loans	$	2,172	$	2,229	$	1,279

Year-to-date income recognized on impaired loans	$	8	$	31	$	4

The Bank’s policy for interest income recognition on impaired loans is to recognize income under the cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. The Bank will not recognize income if these factors do not exist.

Noninterest Income

Noninterest income was $10.8 million for the first quarter of 2008, an increase of $1.7 million or 18.4% from $9.1 million in the first quarter of 2007, driven by growth in service charges on deposits. S ervice charges on deposits of $3.1 million increased by $1.2 million or 62.3% primarily from increased return check and overdraft fees as well as East Penn deposit accounts. Wealth management income of $4.3 million remained level with last year’s first quarter. Major revenue component sources of wealth management income include investment management and advisory fees, trust fees, estate and tax planning fees, brokerage fees, and insurance related fees. Net security gains were $128,000 during the first quarter of 2008 compared to $531,000 during the comparable period in 2007. Other income included a gain of $302,000 from the mandatory redemption of Visa Class B stock in conjunction with Visa’s initial public offering.

Noninterest Expense

Noninterest expense was $23.7 million, an increase of $4.9 million or 26.3% from $18.8 million in the first quarter of 2007, driven by the acquisition of East Penn Financial as well as branch expansion. Salaries and benefits expense rose $2.3 million primarily due to higher staffing levels resulting from the East Penn Financial acquisition and branch expansion. Occupancy expenses increased $1.1 million mainly due to the addition of the East Penn branches as well as rent expense on the bank properties in the sale-leaseback transaction completed in the fourth quarter of 2007. Other expenses increased $1.4 million mostly due to additional professional and consulting fees and identifiable intangible asset amortization related to the East Penn acquisition.

Income Taxes

The effective income tax rate for the three months ended March 31, 2008 and March 31, 2007 were 22.0% and 21.2%, respectively versus the applicable federal statutory rate of 35%. The Corporation’s effective rates during 2008 and 2007 were lower than the statutory tax rate primarily as a result of tax-exempt income earned from state and municipal securities and loans and bank-owned life insurance.

Balance Sheet Analysis

Total assets at March 31, 2008 of $3.9 billion were level with December 31, 2007. T he balance of investment securities available for sale increased by $67.2 million primarily as a result of net additional purchases of mortgage-backed securities and l oans grew by $20.0 million. Federal funds sold to correspondent banks decreased $92.7 million due to the increase in investment securities and loans. Total deposits remained level with year-end.

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Capital

Capital formation is important to the Corporation's well being and future growth. Capital for the period ending March 31, 2008 was $343.3 million, an increase of $4.0 million from the capital balance at December 31, 2007 of $339.3 million. Increases in capital from the retention of the Corporation’s earnings and a decrease in the accumulated other comprehensive loss related to investment securities were partially offset by cash dividends paid to shareholders. Management believes that the Corporation's current capital and liquidity positions are adequate to support its operations. Management is not aware of any recommendations by any regulatory authority, which, if it were to be implemented, would have a material effect on the Corporation's capital.

Table 8—Regulatory Capital

(Dollars in thousands)						For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Program
As of March 31, 2008	Actual Amount		Ratio			Amount		Ratio			Amount		Ratio

Total Capital (to risk weighted assets):
Corporation	$	332,890		10.79	%	$	246,812		8.00	%	$	308,514		-
Harleysville National Bank		316,519		10.30	%		245,853		8.00	%		307,316		10	%
Tier 1 Capital (to risk weighted assets):
Corporation		304,300		9.86	%		123,406		4.00	%		185,109		-
Harleysville National Bank		287,929		9.37	%		122,926		4.00	%		184,389		6	%
Tier 1 Capital (to average assets):
Corporation		304,300		8.07	%		150,882		4.00	%		188,603		-
Harleysville National Bank		287,929		7.66	%		150,277		4.00	%		187,846		5	%

(Dollars in thousands)						For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Program
As of December 31, 2007	Actual Amount		Ratio			Amount		Ratio			Amount		Ratio

Total Capital (to risk weighted assets):
Corporation	$	329,887		10.67	%	$	247,273		8.00	%	$	309,091		10	%
Harleysville National Bank		312,880		10.16	%		246,286		8.00	%		307,858		10	%
Tier 1 Capital (to risk weighted assets):
Corporation		302,459		9.79	%		123,637		4.00	%		185,455		6	%
Harleysville National Bank		285,452		9.27	%		123,143		4.00	%		184,715		6	%
Tier 1 Capital (to average assets):
Corporation		302,459		8.72	%		138,795		4.00	%		173,494		5	%
Harleysville National Bank		285,452		8.29	%		137,722		4.00	%		172,153		5	%

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Pursuant to the federal regulators’ risk-based capital adequacy guidelines, the components of capital are called Tier 1 and Tier 2 capital. For the Corporation, Tier 1 capital is generally common stockholder’s equity and retained earnings adjusted to exclude disallowed goodwill and identifiable intangibles as well as the inclusion of qualifying trust preferred securities. Tier 2 capital is the allowance for loan losses. The minimum for the Tier 1 ratio is 4.0% and the total capital ratio (Tier 1 plus Tier 2 capital divided by risk-adjusted assets) minimum is 8.0%. At March 31, 2008, the Corporation’s Tier 1 risk-adjusted capital ratio was 9.86% , and the total risk-adjusted capital ratio was 10.79%, both well above the regulatory requirements. The risk-based capital ratios of the Bank also exceeded regulatory requirements at March 31, 2008.

The leverage ratio consists of Tier 1 capital divided by quarterly average total assets, excluding goodwill and identifiable intangibles. Banking organizations are expected to have ratios from 4% to 5%, depending upon their particular condition and growth plans. Higher leverage ratios could be required by the particular circumstances or risk profile of a given banking organization. The Corporation’s leverage ratios were 8.07% at March 31, 2008 and 8.72% at December 31, 2007. The lower leverage ratio of the Corporation at March 31, 2008 was mainly due to the increase in average assets from the purchase of East Penn Bank in November 2007.

The first quarter 2008 cash dividend per share of $.20 was the same as the cash dividend for the first quarter of 2007. The proportion of net income paid out in dividends for the first three months of 2008 was 85.8%, compared to 94.4% for the same period in 2007. Activity in both the Corporation’s dividend reinvestment and stock purchase plan did not have a material impact on capital during the first quarter of 2008.

Liquidity

Liquidity is a measure of the ability of the Corporation to meet its current cash needs and obligations on a timely basis. For a bank, liquidity provides the means to meet the day-to-day demands of deposit customers and the needs of borrowing customers. Generally, the Bank arranges its mix of cash, money market investments, investment securities and loans in order to match the volatility, seasonality, interest sensitivity and growth trends of its deposit funds. The Corporation’s decisions with regard to liquidity are based on projections of potential sources and uses of funds for the next 120 days under the Corporation’s asset/liability model.

The resulting projections as of March 31, 2008 show the potential sources of funds exceeding the potential uses of funds. The accuracy of this prediction can be affected by limitations inherent in the model and by the occurrence of future events not anticipated when the projections were made. The Corporation has external sources of funds which can be drawn upon when funds are required. One source of external liquidity is an available line of credit with the FHLB. As of March 31, 2008, the Bank had borrowings outstanding with the FHLB of $208.8 million, all of which were long-term. At March 31, 2008, the Bank had unused lines of credit at the FHLB of $335.4 million and unused federal funds lines of credit of $195.0 million. In addition, the Corporation’s funding sources include investment and loan portfolio cash flows, fed funds sold and short-term investments, as well as access to the brokered certificate of deposit market and repurchase agreement borrowings. The Corporation has pledged available for sale investment securities with a carrying value of $680.8 million and held to maturity securities of $56.1 million. The Corporation could also increase its liquidity through its pricing on certificates of deposit products. The Corporation believes it has adequate funding sources to maintain sufficient liquidity under varying business conditions.

There are no known trends or any known demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in liquidity increasing or decreasing in any material way, although a significant portion of the Corporation’s time deposits mature within the next twelve months. Given the anticipated low rate environment for much of 2008, we expect to be able to retain most of these deposits. In the event that additional funds are required, the Corporation believes its short-term liquidity is adequate as outlined above.

Other Information

Pending Legislation

Management is not aware of any other current specific recommendations by regulatory authorities or proposed legislation which, if they were implemented, would have a material adverse effect upon the liquidity, capital resources, or results of operations, although the general cost of compliance with numerous and multiple federal and state laws and regulations does have, and in the future may have, a negative impact on the Corporation’s results of operations.

Effects of Inflation

Inflation has some impact on the Corporation and the Bank’s operating costs. Unlike many industrial companies, however, substantially all of the Bank’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Corporation’s and the Bank’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services.

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Effect of Government Monetary Policies

The earnings of the Corporation are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may also affect rates charged on loans or paid for deposits.

The Bank is a member of the Federal Reserve and, therefore, the policies and regulations of the Federal Reserve have a significant effect on its deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Bank’s operations in the future. The effect of such policies and regulations upon the future business and earnings of the Corporation and the Bank cannot be predicted.

Environmental Regulations

There are several federal and state statutes, which regulate the obligations and liabilities of financial institutions pertaining to environmental issues. In addition to the potential for attachment of liability resulting from its own actions, a bank may be held liable under certain circumstances for the actions of its borrowers, or third parties, when such actions result in environmental problems on properties that collateralize loans held by the bank. Further, the liability has the potential to far exceed the original amount of a loan issued by the bank. Currently, neither the Corporation nor the Bank are a party to any pending legal proceeding pursuant to any environmental statute, nor are the Corporation and the Bank aware of any circumstances that may give rise to liability under any such statute.

Branching

During 2008, the Corporation opened a new branch in Flourtown, Montgomery County. The Bank plans to add retail branches in Warrington, Bucks County and Whitehall, Lehigh County and to relocate its Pottstown East End branch, Montgomery County in 2008 The Bank also plans to add a branch in Conshohocken, Montgomery County in early 2009. These plans are subject to change as management continues to evaluate its market and its business needs. The Corporation continues to evaluate potential new branch sites that are contiguous to our current service area and will expand the Bank’s market area and market share of loans and deposits.

Item 3 – Qualitative and Quantitative Disclosures About Market Risk

In the normal course of conducting business activities, the Corporation is exposed to market risk, principally interest risk, through the operations of its banking subsidiary. Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and values of financial instruments. The Asset/Liability Committee of the Corporation, using policies and procedures approved by the Corporation’s Board of Directors, is responsible for managing the rate sensitivity position.

During the fourth quarter of 2007 and the first quarter of 2008, the economy has experienced a continued decline in the housing market, reductions in credit facilities, rising food and energy prices, all resulting in short-term rate reductions by the Federal Open Market Committee. This has created a challenging interest rate environment for the Corporation which has impacted our interest rate sensitivity exposure. A detailed discussion of market risk is provided on pages 22 and 23 of this Form 10-Q.

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Item 4 – Controls and Procedures

(i) Management’s Report on Disclosure Controls

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules, regulations and forms and are operating in an effective manner and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(ii) Changes in Internal Controls

In connection with the ongoing review of the Corporation’s internal controls over financial reporting as defined in rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, the Corporation regularly assesses the adequacy of its internal control over financial reporting and enhances its controls in response to internal control assessments and internal and external audit and regulatory recommendations. There have been no changes in the Corporation’s internal control over financial reporting during the first quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management, based upon discussions with the Corporation's legal counsel, is not aware of any litigation that would have a material adverse effect on the consolidated financial position of the Corporation. There are no proceedings pending other than the ordinary routine litigation incident to the business of the Corporation and its subsidiaries - the Bank, HNC Financial Company and HNC Reinsurance Company. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation and its subsidiaries by government authorities.

Item 1A. Risk Factors

There have been no material changes in risk factors from those disclosed under Item 1A, “Risk Factors.” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Corporation did not repurchase any shares of its stock under the Corporation’s stock repurchase programs during the first quarter of 2008. The maximum number of share that may yet be purchased under the plans was 731,761 as of March 31, 2008. (1) The repurchased shares are used for general corporate purposes.

(1)	On May 12, 2005, the Board of Directors authorized a plan to purchase up to 1,416,712 shares (restated for five percent stock dividend paid on September 15, 2006 and September 15, 2005) or 4.9%, of its outstanding common stock.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

None to report.

Item 5. Other Information

(a)	None to report.

(b)	There were no material changes in the manner shareholders may recommend nominees to the Registrant’s Board of Directors.

Item 6. Exhibits

The exhibits listed on the Exhibit Index at the end of this Report are filed with or incorporated as part of this Report (as indicated in connection with each Exhibit).

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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.

HARLEYSVILLE NATIONAL CORPORATION

Date: May 8, 2008

/s/ Paul D. Geraghty

Paul D. Geraghty, President, Chief Executive Officer and

Director

(Principal executive officer)

Date: May 8, 2008 /s/ George S. Rapp

George S. Rapp, Executive Vice President and Chief Financial Officer

(Principal financial and accounting officer)

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EXHIBIT INDEX

Exhibit No	Description of Exhibits
(2.1)	Purchase Agreement, dated as of November 15, 2005, by and among Harleysville National Bank and Trust Company, Cornerstone Financial Consultants, Ltd., Cornerstone Advisors Asset Management, Inc., Cornerstone Institutional Investors, Inc., Cornerstone Management Resources, Inc., John R. Yaissle, Malcolm L. Cowen, II, and Thomas J. Scalici. (Incorporated by reference to Exhibit 2.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Commission on March 15, 2006. The schedules and exhibits to the Purchase Agreement are listed at the end of the Purchase Agreement but have been omitted from the exhibit to Form 10-K. The Registrant agrees to supplementally furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.)
(2.2)	Merger Agreement, dated as of May 15, 2007, by and among Harleysville National Corporation, East Penn Financial Corporation, East Penn Bank and HNC-EPF, LLC, as amended. (Incorporated by reference to Annex A of the Corporation’s Registration Statement No. 333-145820 on Form S-4/A, filed with the Commission on September 27, 2007. The schedules and exhibits to the Merger Agreement are listed at the end of the Merger Agreement but have been omitted from the Annex to Form S-4. The Registrant agrees to supplementally furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.)
(2.3)	Agreement for Purchase and Sale of Partnership Interests, dated as of December 27, 2007, by and among each of the applicable entities (“Buyer”) and 2007 PA HOLDINGS, LLC (“HNB”) and PA BRANCH HOLDINGS, LLC, (“Bank Branch”) (HNB and Bank Branch are referred to collectively as “Seller”), filed herewith. (The schedules and exhibits to the Agreement for Purchase and Sale of Partnership Interests are listed at the end of the agreement but have been omitted from the Exhibit to Form 10-K. The Registrant agrees to supplementally furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.)
(3.1)	Harleysville National Corporation Amended and Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Corporation’s Registration Statement No. 333-111709 on Form S-4, as filed on January 5, 2004.)
(3.2)	Harleysville National Corporation Amended and Restated By-laws. (Incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K/A, filed with the Commission on August 16, 2007.)
(10.1)	Harleysville National Corporation 1993 Stock Incentive Plan.** (Incorporated by reference to Exhibit 4.3 of Registrant’s Registration Statement No. 33-69784 on Form S-8, filed with the Commission on October 1, 1993.)
(10.2)	Harleysville National Corporation Stock Bonus Plan.*** (Incorporated by reference to Exhibit 99A of Registrant’s Registration Statement No. 333-17813 on Form S-8, filed with the Commission on December 13, 1996.)
(10.3)	Supplemental Executive Retirement Plan.* (Incorporated by reference to Exhibit 10.3 of Registrant’s Annual Report in Form 10-K for the year ended December 31, 1997, filed with the Commission on March 27, 1998.)
(10.4)	Walter E. Daller, Jr., Chairman and former President and Chief Executive Officer’s Employment Agreement dated October 26, 1998.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 25, 1999.)
(10.5)	Consulting Agreement and General Release dated November 12, 2004 between Walter E. Daller, Jr., Harleysville National Corporation and Harleysville National Bank and Trust Company.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on November 16, 2004.)
(10.6)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and Walter E. Daller, Jr.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.7)	Employment Agreement dated October 26, 1998 by and among Harleysville National Corporation, Harleysville National Bank and Trust Company and Demetra M. Takes, President and Chief Executive Officer of Harleysville National Bank and Trust Company.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 25, 1999.)
(10.8)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and Demetra M. Takes, President and Chief Executive Officer of Harleysville National Bank and Trust Company.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.9)	Harleysville National Corporation 1998 Stock Incentive Plan.** (Incorporated by reference to Registrant’s Registration Statement No. 333-79971 on Form S-8, filed with the Commission on June 4, 1999.)

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Exhibit No.	Description of Exhibits
(10.10)	Harleysville National Corporation 1998 Independent Directors Stock Option Plan, as amended and restated effective February 8, 2001.** (Incorporated by reference to Appendix “A” of Registrant’s Definitive Proxy Statement, filed with the Commission on March 9, 2001.)
(10.11)	Supplemental Executive Retirement Benefit Agreement dated February 23, 2004 between Michael B. High, Executive Vice President and former Chief Financial Officer, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2004.)
(10.12)	Employment Agreement effective April 1, 2005 between Michael B. High, Executive Vice President and Chief Operating Officer of the Corporation, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on November 16, 2004.)
(10.13)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and Michael B. High, Executive Vice President and Chief Operating Officer of the Corporation.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.14)	Harleysville National Corporation 2004 Omnibus Stock Incentive Plan, as amended and restated effective November 9, 2006.** (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on November 15, 2006).
(10.15)	Employment Agreement dated August 23, 2004 between James F. McGowan, Jr., Executive Vice President & Chief Credit Officer and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on August 25, 2004.
(10.16)	Supplemental Executive Retirement Benefit Agreement dated August 23, 2004 between James F. McGowan, Jr., Executive Vice President & Chief Credit Officer, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on August 25, 2004.)
(10.17)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and James F. McGowan, Jr., Executive Vice President & Chief Credit Officer.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.18)	Employment Agreement dated September 27, 2004 between John Eisele, former Executive Vice President & President of Millennium Wealth Management and Private Banking, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on September 29, 2004.)
(10.19)	Supplemental Executive Retirement Benefit Agreement dated September 27, 2004 between John Eisele, former Executive Vice President & President of Millennium Wealth Management and Private Banking, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on September 29, 2004.)
(10.20)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and John Eisele, former Executive Vice President & President of Millennium Wealth Management and Private Banking.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.21)	Separation Agreement and Mutual Release dated June 15, 2007 and effective July 19, 2007 between John Eisele, former Executive Vice President & President of Millennium Wealth Management and Private Banking, Harleysville Management Services, LLC., Harleysville National Bank and Trust Company and Harleysville National Corporation.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on July 19, 2007.)
(10.22)	Employment Agreement effective January 1, 2005 between Gregg J. Wagner, the former President and Chief Executive Officer of the Corporation, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on November 16, 2004.)
(10.23)	Amendment to Supplemental Executive Retirement Benefit Agreement dated March 14, 2005 by and among Harleysville Management Services, LLC and Gregg J. Wagner, the former President and Chief Executive Officer of the Corporation.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on March 14, 2005.)
(10.24)	Complete Settlement Agreement and General Release dated November 29, 2006 and effective December 8, 2006 between Gregg J. Wagner and Harleysville National Corporation, Harleysville National Bank and Trust Company and Harleysville Management Services, LLC .* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on December 13, 2006.)
(10.25)	Employment Agreement dated May 18, 2005, between George S. Rapp, Senior Vice President and Chief Financial Officer, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on May 20, 2005.)

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Exhibit No.	Description of Exhibits
(10.26)	Amended and Restated Declaration of Trust for HNC Statutory Trust III by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Harleysville National Corporation, as Sponsor, and the Administrators named therein, dated as of September 28, 2005. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q/A, filed with the Commission on November, 9, 2005.)
(10.27)	Indenture between Harleysville National Corporation, as Issuer, and Wilmington Trust Company, as Trustee, for Fixed/Floating Rate Junior Subordinated Debt Securities, dated as of September 28, 2005. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q/A, filed with the Commission on November, 9, 2005.)
(10.28)	Guarantee Agreement between Harleysville National Corporation and Wilmington Trust Company, dated as of September 28, 2005. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q/A, filed with the Commission on November, 9, 2005.)
(10.29)	Employment Agreement effective July 12, 2006 between Lewis C. Cyr, Chief Lending Officer of the Corporation, and Harleysville Management Services, LLC.* (Incorporated by reference to Registrant’s Current Report on Form 8-K, filed with the Commission on July 12, 2006.)
(10.30)	Employment Agreement dated July 12, 2007 between Paul D. Geraghty, President and Chief Executive Officer of the Corporation and Harleysville Management Services, LLC* (Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on July 12, 2007.)
(10.31)	Amended and Restated Declaration of Trust for HNC Statutory Trust IV by and among Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Harleysville National Corporation, as Depositor, and the Administrators named therein, dated as of August 22, 2007. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 8, 2007.)
(10.32)	Indenture between Harleysville National Corporation, as Issuer, and Wilmington Trust Company, as Trustee, for Fixed/Floating Rate Junior Subordinated Debt Securities, dated as of August 22, 2007. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 8, 2007.)
(10.33)	Guarantee Agreement between Harleysville National Corporation and Wilmington Trust Company, dated as of August 22, 2007. (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 8, 2007.)
(10.34)	Employment Agreement dated November 16, 2007 between Brent L. Peters, Executive Vice President and President of the East Penn Bank Division of Harleysville National Bank and Trust Company, and Harleysville Management Services, LLC, filed herewith.*
(11)	Computation of Earnings per Common Share, incorporated by reference to Part II, Item 8, Footnote 6, “Earnings Per Share,” of this Report on Form 10-Q.
(31.1)	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(31.2)	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
(32.1)	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
(32.2)	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.

* Management contract or compensatory plan arrangement.

** Shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation.

*** Non-shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation.

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Harleysville Natl Corp Pa (MM) (NASDAQ:HNBC)
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부터 7월(7) 2023 으로 7월(7) 2024

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