Harleysville National Corporation Completes Acquisition of Willow Financial Bancorp

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Fri Dec 5, 2008 5:04pm EST

Harleysville National Corporation Completes Acquisition of Willow Financial
Bancorp

HARLEYSVILLE, Pa., Dec. 5 /PRNewswire-FirstCall/ -- Harleysville National
Corporation (Nasdaq: HNBC) announced today that it has completed the
acquisition of Willow Financial Bancorp, Inc. (Nasdaq: WFBC).  Under the terms
of the merger agreement, Willow Financial Bancorp has been acquired by
Harleysville National Corporation and Willow Financial Bank, a $1.6 billion
savings bank with 29 branch offices in Southeastern Pennsylvania, has merged
with and into Harleysville National Bank.  These transactions were effective
after market close today. 

"Completion of the Willow Financial acquisition is consistent with our stated
plan to strategically grow through disciplined in-market expansion," said Paul
D. Geraghty, President and Chief Executive Officer of Harleysville National
Corporation.  "We are now the third-largest bank holding company headquartered
in Southeastern Pennsylvania, and our customers will benefit from an expanded
branch footprint, technological enhancements, a broader product base, and a
higher legal lending limit.  The transaction drives shareholder value by
providing the opportunity to deliver $15 - $20 million of synergies and
accretion to earnings per share in 2009.  We welcome Willow Financial
customers, shareholders, and employees to the Harleysville family."

As part of the agreement, which maintained all Willow Financial Bank branches
and corresponding front line staff, Willow offices have been rebranded as
Harleysville National Bank.  Donna Coughey, President and Chief Executive
Officer of Willow Financial, continues with Harleysville as Executive Vice
President.  She will play a key role in the corporation's strategic
initiatives, while leading efforts to bridge relationships and drive growth
within the Willow customer base and the Chester County market. Two Willow
Financial Bancorp directors, James E. McErlane and John J. Cunningham, III,
will join the Harleysville National Corporation Board of Directors.

With the addition of Willow Financial's 29 branch offices, the banks' combined
customers have access to over 84 locations throughout nine counties in
Pennsylvania.  Customers of both banks now have an expanded menu of products
and services such as investment management, financial planning, trust and
custom credit solutions offered by Harleysville National Bank's Millennium
Wealth Management division and compensation; insurance and estate planning
through Cornerstone Advisors; and employee benefits plan consulting through
BeneServ.  They will also have access to over 37,000 surcharge-free ATMs
worldwide.  

Based on the terms of the merger agreement Willow Financial shareholders will
receive 0.73 shares of Harleysville National Corporation common stock for each
share of Willow Financial common stock they hold.  

Harleysville National Corporation was advised by Janney Montgomery Scott LLC
and Bybel Rutledge LLP.  Willow Financial Bancorp's financial advisor was
Sandler O'Neill and Partners, L.P. and its legal counsel was Dechert LLP.

Harleysville National Corporation, with assets of $5.5 billion, is the holding
company for Harleysville National Bank (HNB) and its division, East Penn Bank.
Investment Management and Trust Services are provided through Millennium
Wealth Management and Cornerstone, divisions of HNB, with assets under
management of $2.7 billion. Harleysville National Corporation stock is traded
under the symbol "HNBC" and is commonly quoted on the NASDAQ Global Select
Market(R). For more information, visit the Harleysville National Corporation
Web site at http://www.hncbank.com/.

This press release may contain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Actual results and trends
could differ materially from those set forth in such statements due to various
factors. Such factors include the possibility that increased demand or prices
for the Corporation's financial services and products may not occur, changing
economic and competitive conditions, technological developments, and other
risks and uncertainties, including those detailed in the Corporation's filings
with the Securities and Exchange Commission.
SOURCE  Harleysville National Bank

Paul D. Geraghty, President and CEO of Harleysville National Corporation,
+1-215-513-2391
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