form8k.htm

AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 4th day of December 2009, between Harleysville Management Services LLC (“HMS”), a Pennsylvania business corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438, and Donna M. Coughey (“Executive”), an individual residing in Pennsylvania.

WITNESSETH:

WHEREAS, on May 20, 2008, Executive entered into a one year employment agreement with HMS effective December 5, 2008 (“Employment Agreement”); and

WHEREAS, the parties would like to extend the Employment Agreement for up to six (6) months;

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, it is agreed as follows:

1.	Paragraph 2 of the Employment Agreement shall be amended to read:

2 .

Duties of Executive. Executive shall perform and discharge well and faithfully such duties as Executive Vice President as assigned by the President of HNC or the Board of Directors of HNB as they may from time to time authorize and shall continue to assist HMS with management of consumer credit, integration of the retail bank into First Niagara Financial Group Inc., customer relations with former Willow Financial Bank customers, and shareholder relations.

2.	Paragraph 3 of the Employment Agreement shall be amended to read:

Term of Agreement. This Agreement shall commence on the Effective Date (as defined in the Merger Agreement) and shall continue for up to six (6) months after December 5, 2009. Upon the expiration or termination of this Agreement for any reason, HMS, HNC, and HNC Bank or any of their subsidiaries or affiliates shall have no further obligations under this Agreement other than payment of any earned but unpaid compensation.

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3.	All provisions of the Employment Agreement not specifically modified or amended by this Amendment shall remain in force and continue in effect pursuant to their terms.

4.	The Employment Agreement and this Amendment may be terminated and canceled at any time upon the request of Harleysville National Bank’s or Harleysville National Corporation’s regulators.

5.	The Amendment shall be effective as of the day and year first written above.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ATTEST: HARLEYSVILLE MANAGEMENT

SERVICES, LLC

/s/ Jo Ann M. Bynon By: /s/ Paul D. Geraghty

Paul D. Geraghty

President and Chief Executive Officer

WITNESS: EXECUTIVE

/s/ Donna M. Coughey

/s/ Jo Ann M. Bynon Donna M. Coughey

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Pennsylvania		0-15237		23-2210237
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

483 Main Street, Harleysville, PA		19438
(Address of principal executive offices)		(Zip Code)

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Number		Description
99.1		Amendment to Employment Agreement between Harleysville Management Services, LLC and Donna M. Coughey, dated December 4, 2009 and effective December 5, 2009.
99.2		Employment Agreement between Harleysville Management Services, LLC and Donna M. Coughey, dated May 20, 2008 and effective December 5, 2008 (incorporated by reference to Registrant’s current report on Form 8-K as filed with the Commission on December 5, 2008).

		HARLEYSVILLE NATIONAL CORPORATION
		(Registrant)


Dated: December 9, 2009		/s/ George S. Rapp
		George S. Rapp
		Executive Vice President, and
		Chief Financial Officer