Harleysville National Corporation to
Acquire Willow Financial Bancorp

2

Key Terms of Merger Agreement

3

Source: SNL Financial

Willow Financial Bancorp, Inc.

4

Source: SNL Financial

Expansion - Franchise Accretive

5

•Nationwide Bank and Thrift Transactions announced after 1/1/2007 with a deal value between $100.0 M and $500.0 M (39 transactions)

•Regional (a) Bank and Thrift Transactions announced after 1/1/2007 (25 transactions)

•Nationwide Bank and Thrift Transactions announced after 1/1/2007 with the target’s ROAE less than 5.00% and ROAA less than 0.50% (29 transactions)

(a) Regional defined as DC, DE, MD, NJ, NY & PA

Source: SNL Financial

Tangible

Deal

Market

Book

Book

LTM

Franchise

Value

Premium

Value

Value

Earnings

Premium

(2)

Comparable Transactions

($mm)

(%)

(%)

(%)

(x)

(%)

Harleysville /

Willow Financial

(1)

Nationwide Bank and Thrift Deals

164.4

22.9

258.0

265.3

22.1

23.6

Regional Bank and Thrift Deals

130.7

26.0

218.8

228.3

24.3

16.5

Performance based Bank and Thrift Deals

26.1

32.1

151.5

160.9

45.8

8.4

162.1

32.8

101.4

179.3

Price to

27.8

7.0

Attractive - Pricing