UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 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 EndedSeptember 30, 2010





OR





 ̈
            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 0-19214





UNION NATIONAL FINANCIAL
CORPORATION


(Exact
Name of Registrant as Specified in its Charter)





Pennsylvania
                
                23-2415179(State
      or Other Jurisdiction of
                  Incorporation
      or Organization)
                
                (I.R.S.
      Employer Identification
                  Number)570 Lausch Lane, Suite 300
                  Lancaster, Pennsylvania
                
                17601(Address
      of Principal Executive
                  Offices)
                
                (Zip
      Code)





(717)
492-2222


(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes  ̈ 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 definition of “accelerated filer, large accelerated
filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
One):





Large
accelerated filer  ̈    Accelerated
filer  ̈    Non-accelerated
filer  ̈    Smaller
reporting company x





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





3,054,895 shares, of $0.25 par
value, common stock were outstanding as of November 9, 2010.









UNION
NATIONAL FINANCIAL CORPORATION


FORM
10-Q


INDEX





PAGE NO.PART
      I – FINANCIAL
      INFORMATIONItem
      1.
                                          Financial
      Statements (Unaudited)Consolidated
      Statements of Financial ConditionAs
      of September 30, 2010 and December 31, 2009
                                          1Consolidated
      Statements of OperationsFor
      the Three and Nine Months Ended September 30, 2010 and
2009
                                          2Consolidated
      Statements of Changes in Stockholders’ EquityFor
      the Nine Months Ended September 30, 2010 and 2009
                                          3Consolidated
      Statements of Cash FlowsFor
      the Nine Months Ended September 30, 2010 and 2009
                                          4Notes
      to Unaudited Consolidated Financial Statements
                                          5 -
      27Item
      2.
                                          Management’s
      Discussion and Analysis ofFinancial
      Condition and Results of Operations
                                          28
      - 47Item
      3.
                                          Quantitative
      and Qualitative Disclosures about Market Risk
                                          48Item
      4.
                                          Controls
      and Procedures
                                          48PART
      II – OTHER
      INFORMATIONItem
      1.
                                          Legal
      Proceedings
                                          48Item
      1A.
                                          Risk
      Factors
                                          49Item
      2.
                                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                                          49Item
      3.
                                          Defaults
      upon Senior Securities
                                          49Item
      4.
                                          (Removed
      and Reserved)
                                          49Item
      5.
                                          Other
      Information
                                          49Item
      6.
                                          Exhibits
                                          49Signatures
                                          
                                          53





Unless
the context otherwise requires, the terms “Union National,” “we,” “us,” and
“our” refer to Union National Financial Corporation and its consolidated
subsidiary.








PART I ─ FINANCIAL
INFORMATION





Item
1.  Financial Statements


Union
National Financial Corporation


Consolidated
Statements of Financial Condition


(Unaudited;
Dollars in thousands, except share and per share data)





September 30,
                                        2010
                                      
                                      
                                      December 31,
                                        2009AssetsCash
      and Due from Banks
                                      
                                      $
                                      6,918
                                      
                                      
                                      $
                                      8,807Short-Term
      Investments
                                      
                                      
                                      900
                                      
                                      
                                      –Interest-Bearing
      Demand Deposits in Other Banks
                                      
                                      
                                      41,878
                                      
                                      
                                      
                                      34,533Total
      Cash and Cash Equivalents
                                      
                                      
                                      49,696
                                      
                                      
                                      
                                      43,340Interest-Bearing
      Time Deposits in Other Banks
                                      
                                      
                                      2,792
                                      
                                      
                                      
                                      9,229Investment
      Securities Available for Sale
                                      
                                      
                                      47,160
                                      
                                      
                                      
                                      60,546Loans
      and Leases, Net of Unearned Income
                                      
                                      
                                      329,239
                                      
                                      
                                      
                                      339,274Less:  Allowance
      for Credit Losses
                                      
                                      
                                      (6,341
                                      )
                                      
                                      
                                      (5,858
                                      )Net
      Loans and Leases
                                      
                                      
                                      322,898
                                      
                                      
                                      
                                      333,416Premises
      and Equipment, Net
                                      
                                      
                                      10,773
                                      
                                      
                                      
                                      11,403Restricted
      Investment in Bank Stocks
                                      
                                      
                                      3,727
                                      
                                      
                                      
                                      3,727Bank-Owned
      Life Insurance
                                      
                                      
                                      11,842
                                      
                                      
                                      
                                      11,539Other
      Real Estate Owned
                                      
                                      
                                      8,418
                                      
                                      
                                      
                                      5,383Other
      Assets
                                      
                                      
                                      10,766
                                      
                                      
                                      
                                      11,061Total
      Assets
                                      
                                      $
                                      468,072
                                      
                                      
                                      $
                                      489,644LiabilitiesDeposits:Noninterest-Bearing
                                      
                                      $
                                      66,995
                                      
                                      
                                      $
                                      54,331Interest-Bearing
                                      
                                      
                                      330,550
                                      
                                      
                                      
                                      350,434Total
      Deposits
                                      
                                      
                                      397,545
                                      
                                      
                                      
                                      404,765Long-Term
      Debt
                                      
                                      
                                      10,834
                                      
                                      
                                      
                                      33,334Junior
      Subordinated Debentures
                                      
                                      
                                      17,341
                                      
                                      
                                      
                                      17,341Other
      Liabilities
                                      
                                      
                                      11,607
                                      
                                      
                                      
                                      2,868Total
      Liabilities
                                      
                                      
                                      437,327
                                      
                                      
                                      
                                      458,308Stockholders’
      EquityPreferred
      Stock (Series A), liquidation value $1,000 per share Shares authorized -
      5,000; Issued – 25 at September 30, 2010 and 1,275 at December 31,
      2009
                                      
                                      
                                      25
                                      
                                      
                                      
                                      1,275Common
      Stock, par value $0.25 per share Shares authorized - 20,000,000; Issued –
      3,423,084 and 3,109,105 at September 30, 2010 and December 31, 2009,
      respectively; Outstanding - 3,054,895 and 2,740,916 at September 30, 2010
      and December 31, 2009, respectively
                                      
                                      
                                      856
                                      
                                      
                                      
                                      777Surplus
                                      
                                      
                                      15,068
                                      
                                      
                                      
                                      13,891Retained
      Earnings
                                      
                                      
                                      21,962
                                      
                                      
                                      
                                      22,921Accumulated
      Other Comprehensive Income (Loss)
                                      
                                      
                                      167
                                      
                                      
                                      
                                      (195
                                      )Treasury
      Stock, at cost;  368,189 at September 30, 2010and
      December 31, 2009
                                      
                                      
                                      (7,333
                                      )
                                      
                                      
                                      (7,333
                                      )Total
      Stockholders’ Equity
                                      
                                      
                                      30,745
                                      
                                      
                                      
                                      31,336Total
      Liabilities and Stockholders’ Equity
                                      
                                      $
                                      468,072
                                      
                                      
                                      $
                                      489,644





See
accompanying notes to unaudited consolidated financial
statements.


1


Union
National Financial Corporation


Consolidated
Statements of Operations


(Unaudited;
Dollars in thousands, except per share data)




Three Months Ended
                  September 30,
                
                
                Nine Months Ended
                  September 30,2010
                
                
                2009
                
                
                2010
                
                
                2009Interest
      IncomeInterest
      and Fees on Loans and Leases
                
                $
                5,013
                
                
                $
                5,597
                
                
                $
                15,020
                
                
                $
                16,478Investment
      Securities:Taxable
      Interest
                
                
                125
                
                
                
                297
                
                
                
                959
                
                
                
                1,264Tax-Exempt
      Interest
                
                
                110
                
                
                
                71
                
                
                
                125
                
                
                
                160Dividends
                
                
                9
                
                
                
                9
                
                
                
                27
                
                
                
                31Other
                
                
                56
                
                
                
                78
                
                
                
                184
                
                
                
                165Total
      Interest Income
                
                
                5,313
                
                
                
                6,052
                
                
                
                16,315
                
                
                
                18,098Interest
      ExpenseDeposits
                
                
                1,392
                
                
                
                2,022
                
                
                
                4,567
                
                
                
                6,540Long-Term
      Debt
                
                
                198
                
                
                
                468
                
                
                
                982
                
                
                
                1,629Junior
      Subordinated Debentures
                
                
                196
                
                
                
                201
                
                
                
                577
                
                
                
                645Total
      Interest Expense
                
                
                1,786
                
                
                
                2,691
                
                
                
                6,126
                
                
                
                8,814Net
      Interest Income
                
                
                3,527
                
                
                
                3,361
                
                
                
                10,189
                
                
                
                9,284Provision
      for Credit Losses
                
                
                422
                
                
                
                522
                
                
                
                1,546
                
                
                
                1,446Net
      Interest Income after Provision for Credit Losses
                
                
                3,105
                
                
                
                2,839
                
                
                
                8,643
                
                
                
                7,838Non-Interest
      IncomeService
      Charges on Deposit Accounts
                
                
                459
                
                
                
                588
                
                
                
                1,415
                
                
                
                1,601Other
      Service Charges, Commissions, Fees
                
                
                305
                
                
                
                294
                
                
                
                909
                
                
                
                858Alternative
      Investment Sales Commissions
                
                
                189
                
                
                
                125
                
                
                
                523
                
                
                
                428Income
      from Fiduciary Activities
                
                
                43
                
                
                
                39
                
                
                
                131
                
                
                
                132Earnings
      from Bank-Owned Life Insurance
                
                
                99
                
                
                
                108
                
                
                
                303
                
                
                
                323Other
      Income
                
                
                40
                
                
                
                46
                
                
                
                123
                
                
                
                422Net
      Gain on Sale of Investment Securities
                
                
                577
                
                
                
                397
                
                
                
                943
                
                
                
                1,791Other-than-temporary
      Impairments (“OTTI”) of Securities
                
                
                (104
                )
                
                
                (170
                )
                
                
                (1,664
                )
                
                
                (1,471
                )Portion
      of OTTI Recognized in Other Comprehensive Income
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –Net
      OTTI Losses on Securities
                
                
                (104
                )
                
                
                (170
                )
                
                
                (1,664
                )
                
                
                (1,471
                )Total
      Non-Interest Income
                
                
                1,608
                
                
                
                1,427
                
                
                
                2,683
                
                
                
                4,084Non-Interest
      ExpenseSalaries,
      Wages, and Employee Benefits
                
                
                1,737
                
                
                
                1,680
                
                
                
                5,198
                
                
                
                5,297Net
      Occupancy
                
                
                439
                
                
                
                414
                
                
                
                1,343
                
                
                
                1,313Data
      and ATM Processing
                
                
                434
                
                
                
                406
                
                
                
                1,301
                
                
                
                1,236Professional
      Fees and Regulatory Assessments
                
                
                273
                
                
                
                316
                
                
                
                685
                
                
                
                817Furniture
      and Equipment
                
                
                203
                
                
                
                227
                
                
                
                641
                
                
                
                713FDIC
      Insurance
                
                
                236
                
                
                
                238
                
                
                
                703
                
                
                
                898Pennsylvania
      Shares Tax
                
                
                95
                
                
                
                89
                
                
                
                286
                
                
                
                267Advertising
      and Marketing
                
                
                41
                
                
                
                42
                
                
                
                131
                
                
                
                159Supplies
      and Postage
                
                
                69
                
                
                
                66
                
                
                
                188
                
                
                
                214Merger
      and Acquisition Expense
                
                
                337
                
                
                
                –
                
                
                
                773
                
                
                
                –Other
      Expense
                
                
                867
                
                
                
                689
                
                
                
                1,788
                
                
                
                1,747Total
      Non-Interest Expense
                
                
                4,731
                
                
                
                4,167
                
                
                
                13,037
                
                
                
                12,661(Loss)
      Income Before Benefit from Income Taxes
                
                
                (18
                )
                
                
                99
                
                
                
                (1,711
                )
                
                
                (739
                )Benefit
      from Income Taxes
                
                
                (95
                )
                
                
                (48
                )
                
                
                (787
                )
                
                
                (482
                )Net
      Income (Loss)
                
                
                77
                
                
                
                147
                
                
                
                (924
                )
                
                
                (257
                )Preferred
      Stock Dividends
                
                
                –
                
                
                
                –
                
                
                
                35
                
                
                
                –Net
      Income (Loss) Available to Common Stockholders
                
                $
                77
                
                
                $
                147
                
                
                $
                (959
                )
                
                $
                (257
                )Income
      (Loss) Per Common ShareBasic
      and Diluted
                
                $
                0.03
                
                
                $
                0.05
                
                
                $
                (0.34
                )
                
                $
                (0.09
                )Cash
      Dividends Paid Per Common Share
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –




See
accompanying notes to unaudited consolidated financial
statements.


2


Union
National Financial Corporation


Consolidated
Statements of Changes in Stockholders’ Equity


(Unaudited;
Dollars in thousands, except share data)





Nine Months Ended September 30, 2010Shares of
                      Common
                      Stock
                      Outstanding
                    
                    
                    Preferred
                      Stock
                    
                    
                    Common
                      Stock
                    
                    
                    Surplus
                    
                    
                    Retained
                      Earnings
                    
                    
                    Accumulated
                      Other
                      Comprehensive
                      (Loss) Income
                    
                    
                    Treasury
                      Stock
                    
                    
                    TotalBalance
      at December 31, 2009
                    
                    
                    2,740,916
                    
                    
                    $
                    1,275
                    
                    
                    $
                    777
                    
                    
                    $
                    13,891
                    
                    
                    $
                    22,921
                    
                    
                    $
                    (195
                    )
                    
                    $
                    (7,333
                    )
                    
                    $
                    31,336Comprehensive
      Loss:Net
      Loss
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (924
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (924
                    )Net
      Change in Unrealized Gains on Available- for-Sale Securities, Net of
      Tax
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    362
                    
                    
                    
                    –
                    
                    
                    
                    362Total
      Comprehensive Loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (562
                    )Preferred
      Stock Converted to Common Stock
                    
                    
                    312,500
                    
                    
                    
                    (1,250
                    )
                    
                    
                    78
                    
                    
                    
                    1,172
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –Issuance
      of Common Stock underDividend
      Reinvestment Plan
                    
                    
                    1,479
                    
                    
                    
                    –
                    
                    
                    
                    1
                    
                    
                    
                    5
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    6Cash
      Dividends Paid to Preferred Stockholders
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (35
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (35
                    )Balance
      at September 30, 2010
                    
                    
                    3,054,895
                    
                    
                    $
                    25
                    
                    
                    $
                    856
                    
                    
                    $
                    15,068
                    
                    
                    $
                    21,962
                    
                    
                    $
                    167
                    
                    
                    $
                    (7,333
                    )
                    
                    $
                    30,745




Nine Months Ended September 30, 2009Shares of
                      Common
                      Stock
                      Outstanding
                    
                    
                    Preferred
                      Stock
                    
                    
                    Common
                      Stock
                    
                    
                    Surplus
                    
                    
                    Retained
                      Earnings
                    
                    
                    Accumulated
                      Other
                      Comprehensive
                      Income
                    
                    
                    Treasury
                      Stock
                    
                    
                    TotalBalance
      at December 31, 2008
                    
                    
                    2,720,076
                    
                    
                    $
                    –
                    
                    
                    $
                    785
                    
                    
                    $
                    14,868
                    
                    
                    $
                    23,434
                    
                    
                    $
                    36
                    
                    
                    $
                    (8,329
                    )
                    
                    $
                    30,794Comprehensive
      Income:Net
      Loss
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (257
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (257
                    )Reclassification
      Adjustment for Cumulative Effect of ASC Topic 320, “Investments – Debt and
      Equity Securities”, Net of Tax
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    202
                    
                    
                    
                    (202
                    )
                    
                    
                    –
                    
                    
                    
                    –Net
      Change in Unrealized Gains onAvailable-for-Sale Securities, Net of
      Tax
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    289
                    
                    
                    
                    –
                    
                    
                    
                    289Total
      Comprehensive Income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    32Issuance
      of Preferred Stock
                    
                    
                    –
                    
                    
                    
                    700
                    
                    
                    
                    –
                    
                    
                    
                    (30
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    670Issuance
      of Common Stock underDividend
      Reinvestment Plan
                    
                    
                    19,248
                    
                    
                    
                    –
                    
                    
                    
                    4
                    
                    
                    
                    58
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    62Retirement
      of Treasury Stock (50,000 shares)
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    (12
                    )
                    
                    
                    (984
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    996
                    
                    
                    
                    –Balance
      at September 30, 2009
                    
                    
                    2,739,324
                    
                    
                    $
                    700
                    
                    
                    $
                    777
                    
                    
                    $
                    13,912
                    
                    
                    $
                    23,379
                    
                    
                    $
                    123
                    
                    
                    $
                    (7,333
                    )
                    
                    $
                    31,558





See
accompanying notes to unaudited consolidated financial
statements.


3


Union
      National Financial Corporation


Consolidated
      Statements of Cash Flows


(Unaudited;
      Dollars in thousands)





Nine Months Ended
                  September 30,2010
                
                
                2009Cash
      Flows from Operating ActivitiesNet
      Loss
                
                $
                (924
                )
                
                $
                (257
                )Adjustments
      to Reconcile Net Loss to Net Cash Provided by Operating
      Activities:Depreciation
      and Amortization
                
                
                782
                
                
                
                891Provision
      for Credit Losses
                
                
                1,546
                
                
                
                1,446Net
      Amortization of Investment Securities Premiums
                
                
                343
                
                
                
                414Net
      Investment Securities Gains on Sales
                
                
                (943
                )
                
                
                (1,791
                )OTTI
      Losses on Investment Securities
                
                
                1,664
                
                
                
                1,471Benefit
      from Deferred Income Taxes
                
                
                (732
                )
                
                
                (626
                )Earnings
      from Bank-Owned Life Insurance
                
                
                (303
                )
                
                
                (323
                )Decrease
      (Increase) in Accrued Interest Receivable
                
                
                75
                
                
                
                (80
                )Decrease
      (Increase) in Other Assets
                
                
                738
                
                
                
                (965
                )Increase
      in Other Liabilities
                
                
                8,739
                
                
                
                443Net
      Cash Provided by Operating Activities
                
                
                10,985
                
                
                
                623Cash
      Flows from Investing ActivitiesProceeds
      from Sales of Available-for-Sale Securities
                
                
                109,182
                
                
                
                183,337Proceeds
      from Maturities and Principal Repayments on Available-for-Sale
      Securities
                
                
                17,150
                
                
                
                19,927Purchases
      of Available-for-Sale Securities
                
                
                (113,460
                )
                
                
                (185,007
                )Proceeds
      from Calls, Maturities and Sales (Purchases) of  Time Deposits
      in Other Banks
                
                
                6,437
                
                
                
                (10,149
                )Net
      Decrease in Loans and Leases
                
                
                5,661
                
                
                
                4,549Proceeds
      from Sale of Loans
                
                
                –
                
                
                
                9,800Purchases
      of Premises, Equipment and Software
                
                
                (126
                )
                
                
                (342
                )Net
      Increase of Restricted Investments in Bank Stocks
                
                
                –
                
                
                
                (2
                )Proceeds
      from Sale of Other Real Estate Owned
                
                
                276
                
                
                
                349Net
      Cash Provided by Investing Activities
                
                
                25,120
                
                
                
                22,462Cash
      Flows from Financing ActivitiesNet
      (Decrease) Increase in Demand Deposits and Savings
Accounts
                
                
                (4,471
                )
                
                
                25,146Net
      (Decrease) Increase in Time Deposits
                
                
                (2,749
                )
                
                
                6,239Payments
      on Long-Term Debt
                
                
                (22,500
                )
                
                
                (17,000
                )Issuance
      of Common Stock, Net of Costs
                
                
                6
                
                
                
                62Issuance
      of Preferred Stock, Net of Costs
                
                
                –
                
                
                
                670Cash
      Dividends Paid to Preferred Stockholders
                
                
                (35
                )
                
                
                –Net
      Cash (Used In) Provided by Financing Activities
                
                
                (29,749
                )
                
                
                15,117Net
      Increase in Cash and Cash Equivalents
                
                
                6,356
                
                
                
                38,202Cash
      and Cash Equivalents at Beginning of Period
                
                
                43,340
                
                
                
                31,837Cash
      and Cash Equivalents at End of Period
                
                $
                49,696
                
                
                $
                70,039Supplemental
      Disclosures of Cash Flow InformationInterest
      Paid
                
                $
                6,173
                
                
                $
                8,893Income
      Tax Paid
                
                $
                –
                
                
                $
                750Supplemental
      Schedule of Noncash ActivitiesTransfers
      to Other Real Estate Owned
                
                $
                3,311
                
                
                $
                419Retirement
      of Treasury Stock (50,000 shares in 2009)
                
                $
                –
                
                
                $
                996





See
accompanying notes to unaudited consolidated financial
statements.


4


Union
National Financial Corporation


Notes
to Unaudited Consolidated Financial Statements





Note
1 – Basis of Presentation





The
accompanying unaudited consolidated financial statements include the accounts of
Union National Financial Corporation (“Union National”) and its subsidiary Union
National Community Bank (the “Bank”).   All material intercompany
accounts and transactions have been eliminated in
consolidation.  Union National’s trust subsidiaries, Union National
Capital Trust I and Union National Capital Trust II, which were established
during 2003 and 2004 for the purpose of issuing $11,000,000 of trust capital
securities, are not consolidated.





Certain
information and footnote disclosures normally included in consolidated financial
statements prepared in accordance with generally accepted accounting principles
in the United States of America (“GAAP”) have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission
(“SEC”).  The consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals and adjustments)
necessary to present fairly our financial position as of September 30, 2010 and
December 31, 2009, and the related consolidated statements of operations,
changes in stockholders’ equity and cash flows for each of the periods ended
September 30, 2010 and 2009. The results of operations for interim periods are
not necessarily indicative of operating results expected for the full
year.  These interim consolidated financial statements should be read
in conjunction with the audited financial statements and notes thereto included
in Union National’s Annual Report on Form 10-K for the year ended December 31,
2009, and with Union National’s Forms 10-Q and 8-K, and other reports, that were
filed during 2010 with the SEC.





Union
National has evaluated events and transactions occurring subsequent to the
balance sheet date of September 30, 2010, for items that potentially should be
recognized or disclosed in the consolidated financial statements. The evaluation
was conducted through the date these consolidated financial statements were
issued.





Note
2 – Use of Estimates





The
process of preparing consolidated financial statements in conformity with GAAP
requires the use of estimates and assumptions that affect the reported amounts
of certain types of assets, liabilities, revenues and
expenses.  Accordingly, actual results may differ from estimated
amounts.  Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of the allowance
for credit losses, the valuation of deferred tax assets, the assessment of
other-than-temporary impairment of investment securities, the potential
impairment of restricted stock and fair value disclosures.





Note
3 – Recent Accounting Pronouncements





ASU
2009-16. In
October 2009, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2009-16, “Transfers and Servicing
(Accounting Standards Codification (“ASC”) Topic 860) - Accounting for Transfers
of Financial Assets”. This ASU amends the Codification for the issuance of FASB
Statement No. 166, Accounting for Transfers of Financial Assets - an amendment
of FASB Statement No. 140.





The
amendments in this ASU improve financial reporting by eliminating the exceptions
for qualifying special-purpose entities from the consolidation guidance and the
exception that permitted sale accounting for certain mortgage securitizations
when a transferor has not surrendered control over the transferred financial
assets. In addition, the amendments require enhanced disclosures about the risks
that a transferor continues to be exposed to because of its continuing
involvement in transferred financial assets.  Comparability and
consistency in accounting for transferred financial assets will also be improved
through clarifications of the requirements for isolation and limitations on
portions of financial assets that are eligible for sale accounting.





This
guidance became effective January 1, 2010, and did not have a material impact on
Union National’s financial condition or results of operations.


5





ASU
2009-17.  In
October 2009, the FASB issued ASU 2009-17, “Consolidations (ASC Topic 810) -
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities”.  This Update amends the Codification for the
issuance of FASB Statement No. 167, “Amendments to FASB Interpretation No.
46(R)”.





The
amendments in this ASU replace the quantitative-based risks and rewards
calculation for determining which reporting entity, if any, has a controlling
financial interest in a variable interest entity with an approach focused on
identifying which reporting entity has the power to direct the activities of a
variable interest entity that most significantly impact the entity’s economic
performance and (1) the obligation to absorb losses of the entity or (2) the
right to receive benefits from the entity. An approach that is expected to be
primarily qualitative will be more effective for identifying which reporting
entity has a controlling financial interest in a variable interest
entity.  The amendments in this ASU also require additional
disclosures about a reporting entity’s involvement in variable interest
entities, which will enhance the information provided to users of financial
statements.





This
guidance became effective January 1, 2010, and did not have a material impact on
Union National’s financial condition or results of operations.





ASU
2010-18.  In April 2010, the FASB issued ASU 2010-18,
“Receivables (ASC Topic 310): Effect of a Loan Modification When the Loan Is
Part of a Pool That Is Accounted for as a Single Asset”, codifies the consensus
reached in EITF Issue No. 09-I, “Effect of a Loan Modification When the Loan Is
Part of a Pool That Is Accounted for as a Single Asset.” The amendments to the
Codification provide that modifications of loans that are accounted for within a
pool under Subtopic 310-30 do not result in the removal of those loans from the
pool even if the modification of those loans would otherwise be considered a
troubled debt restructuring. An entity will continue to be required to consider
whether the pool of assets in which the loan is included is impaired if expected
cash flows for the pool change. ASU 2010-18 does not affect the accounting for
loans under the scope of Subtopic 310-30 that are not accounted for within
pools. Loans accounted for individually under Subtopic 310-30 continue to be
subject to the troubled debt restructuring accounting provisions within Subtopic
310-40.





ASU
2010-18 is effective prospectively for modifications of loans accounted for
within pools under Subtopic 310-30 occurring in the first interim or annual
period ending on or after July 15, 2010. Upon initial adoption of ASU 2010-18,
an entity may make a one-time election to terminate accounting for loans as a
pool under ASC Subtopic 310-30. This election may be applied on a pool-by-pool
basis and does not preclude an entity from applying pool accounting to
subsequent acquisitions of loans with credit deterioration.  Union
National’s adoption of this new pronouncement did not have a material
impact on Union National’s consolidated financial statements.





ASU
2010-20.  In July 2010, the FASB issued ASU 2010-20,
“Receivables (ASC Topic 310): Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses”, which will help investors
assess the credit risk of a company’s receivables portfolio and the adequacy of
its allowance for credit losses held against the portfolios by expanding credit
risk disclosures.





This ASU
requires more information about the credit quality of financing receivables in
the disclosures to financial statements, such as aging information and credit
quality indicators.  Both new and existing disclosures must be
disaggregated by portfolio segment or class.  The disaggregation of
information is based on how a company develops its allowance for credit losses
and how it manages its credit exposure.


6


The
amendments in this update apply to all public and nonpublic entities with
financing receivables.  Financing receivables include loans and trade
accounts receivable.  However, short-term trade accounts receivable,
receivables measured at fair value or lower of cost or fair value, and debt
securities are exempt from these disclosure amendments.





For
public companies, the amendments that require disclosures as of the end of a
reporting period are effective for periods ending on or after December 15,
2010.  The amendments that require disclosures about activity that occurs
during a reporting period are effective for periods beginning on or after
December 15, 2010.  Union National is assessing the impact of this new
ASC, but believes the adoption of this new pronouncement will not have a
material impact on its consolidated financial statements.





Note
4 – Earnings (Loss) Per Common Share





Basic
earnings (loss) per common share is computed by dividing net income (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the period.  Diluted earnings (loss) per common
share reflects the potential dilution that could occur if (i) preferred stock
shares were converted to common stock shares, and (ii) options to issue common
stock were exercised.  The terms of the potential conversion of
preferred stock to common stock shares are discussed in Note 8 – Stock Issued Under Private
Placement Offerings and Dividend Reinvestment Plan.Potential common
shares that may be issued related to outstanding stock options are determined
using the treasury stock method.  For the three and nine months ended
September 30, 2010, there were 1,250 preferred stock shares converted to common
stock shares, which had a dilutive effect.  The dilutive earnings
(loss) per common share for each period was not affected by the impact of stock
options.  At September 30, 2010 and 2009, there were 77,517 and 91,958
stock options outstanding, respectively, which had no intrinsic
value.





The
computation of basic and diluted earnings (loss) per common share, net income
(loss) available to common shareholders, and weighted-average number of shares
outstanding for the three and nine months ended September 30, 2010 and 2009, are
presented below (amounts, except earnings (loss) per share, in
thousands):





Three Months Ended
                    September 30,
                  
                  
                  Nine Months Ended
                    September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Net
      Income (Loss) Available to Common Stockholders
                  
                  $
                  77
                  
                  
                  $
                  147
                  
                  
                  $
                  (959
                  )
                  
                  $
                  (257
                  )Weighted-average
      Common Shares Outstanding
                  
                  
                  2,957
                  
                  
                  
                  2,738
                  
                  
                  
                  2,814
                  
                  
                  
                  2,727Basic
      Earnings (Loss) Per Common Share
                  
                  $
                  0.03
                  
                  
                  $
                  0.05
                  
                  
                  $
                  (0.34
                  )
                  
                  $
                  (0.09
                  )Weighted-average
      Common Shares Outstanding
                  
                  
                  2,957
                  
                  
                  
                  2,738
                  
                  
                  
                  2,814
                  
                  
                  
                  2,727Effect
      of Diluted Securities:Convertible
      Preferred Stock (1)
                  
                  
                  104
                  
                  
                  –
                  
                  
                  –
                  
                  
                  –Stock
      Options
                  
                  –
                  
                  
                  –
                  
                  
                  –
                  
                  
                  –Total
      Weighted-average Common Shares and Equivalents
                  
                  
                  3,061
                  
                  
                  
                  2,738
                  
                  
                  
                  2,814
                  
                  
                  
                  2,727Diluted
      Earnings (Loss) Per Common Share
                  
                  $
                  0.03
                  
                  
                  $
                  0.05
                  
                  
                  $
                  (0.34
                  )
                  
                  $
                  (0.09
                  )





(1)      Had
Union National not been in a loss position for the nine months ended September
30, 2010, the calculation of diluted loss per common share would
have included an additional 247,000 weighted-average common shares outstanding
for convertible preferred stock that was issued beginning in September
2009.  Had Union National not been in a loss position for the nine
months ended September 30, 2009, the calculation of diluted loss per common
share would have included an additional 1,000 weighted-average common
shares.  This would reflect the potential dilution that could occur
for each period if all of preferred stock shares were converted to common stock
shares.


7


Note
5 – Investment Securities Available For Sale





The
amortized cost and fair value of investment securities are presented in the
tables below as of September 30, 2010 and December 31, 2009 (in
thousands).  The unrealized gains (losses) for these investment
securities have been recorded in accumulated other comprehensive income (loss),
net of related tax expense (benefit), which amounted to a net unrealized gain of
$167,000 at September 30, 2010, as compared to a net unrealized loss of
($195,000) at December 31, 2009, recorded in accumulated other comprehensive
income (loss).  At September 30, 2010, the amortized cost of the
private issuer mortgage-backed securities reflect cumulative reductions for
other-than-temporary impairment charges of $1,642,000. During 2009,
other-than-temporary impairment charges on the private issuer mortgage-backed
securities were adjusted accordingly for the cumulative effect of the adoption
of ASC Topic 320, “Investments – Debt and Equity Securities”, as discussed on
page 11 under the section of this note titled “Other-Than-Temporary Impairment
of Investment Securities”.





At September 30, 2010Gross
                  
                  
                  GrossAmortized
                  
                  
                  Unrealized
                  
                  
                  Unrealized
                  
                  
                  FairCost
                  
                  
                  Gains
                  
                  
                  Losses
                  
                  
                  ValueObligations
      of State and Political Subdivisions
                  
                  $
                  25,349
                  
                  
                  $
                  299
                  
                  
                  $
                  (35
                  )
                  
                  $
                  25,613U.S.
      Agency Bonds and Structured Notes
                  
                  
                  19,488
                  
                  
                  
                  17
                  
                  
                  
                  (5
                  )
                  
                  
                  19,500U.S.
      Agency Mortgage-Backed Securities
                  
                  
                  1,929
                  
                  
                  
                  –
                  
                  
                  
                  (16
                  )
                  
                  
                  1,913Private
      Issuer Mortgage-Backed Securities
                  
                  
                  70
                  
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  70Equity
      Securities
                  
                  
                  70
                  
                  
                  
                  7
                  
                  
                  
                  (13
                  )
                  
                  
                  64Total
      Investment Securities
                  
                  $
                  46,906
                  
                  
                  $
                  323
                  
                  
                  $
                  (69
                  )
                  
                  $
                  47,160





At December 31, 2009Gross
                  
                  
                  GrossAmortized
                  
                  
                  Unrealized
                  
                  
                  Unrealized
                  
                  
                  FairCost
                  
                  
                  Gains
                  
                  
                  Losses
                  
                  
                  ValueU.S.
      Agency Mortgage-Backed Securities
                  
                  $
                  53,752
                  
                  
                  $
                  26
                  
                  
                  $
                  (384
                  )
                  
                  $
                  53,394Private
      Issuer Mortgage-Backed Securities
                  
                  
                  2,468
                  
                  
                  
                  170
                  
                  
                  
                  –
                  
                  
                  
                  2,638Obligations
      of State and Political Subdivisions
                  
                  
                  4,016
                  
                  
                  
                  –
                  
                  
                  
                  (201
                  )
                  
                  
                  3,815Corporate
      Securities
                  
                  
                  535
                  
                  
                  
                  96
                  
                  
                  
                  –
                  
                  
                  
                  631Equity
      Securities
                  
                  
                  71
                  
                  
                  
                  8
                  
                  
                  
                  (11
                  )
                  
                  
                  68Total
      Investment Securities
                  
                  $
                  60,842
                  
                  
                  $
                  300
                  
                  
                  $
                  (596
                  )
                  
                  $
                  60,546





Investment
securities carried at fair value of $39,468,000 and $57,209,000 at September 30,
2010 and December 31, 2009, respectively, were pledged to secure public and
government entity deposits, trust deposits, and as collateral for the Bank’s
borrowing availability at the Federal Reserve Bank.


8


The
amortized cost and fair value of investment securities at September 30, 2010 and
December 31, 2009, by contractual maturity, are shown below (in
thousands).  Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without penalties.





September 30, 2010
                  
                  
                  December 31, 2009Maturity
                  
                  Amortized
                    Cost
                  
                  
                  Fair Value
                  
                  
                  Amortized
                    Cost
                  
                  
                  Fair ValueDue
      in One Year or Less
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –Due
      After One Year Through Five Years
                  
                  
                  7,015
                  
                  
                  
                  7,025
                  
                  
                  
                  –
                  
                  
                  
                  –Due
      After Five Years Through Ten Years
                  
                  
                  12,473
                  
                  
                  
                  12,475
                  
                  
                  
                  –
                  
                  
                  
                  –Due
      After Ten Years
                  
                  
                  25,349
                  
                  
                  
                  25,613
                  
                  
                  
                  4,551
                  
                  
                  
                  4,44644,837
                  
                  
                  
                  45,113
                  
                  
                  
                  4,551
                  
                  
                  
                  4,446U.S.
      Agency Mortgage-Backed Securities
                  
                  
                  1,929
                  
                  
                  
                  1,913
                  
                  
                  
                  53,752
                  
                  
                  
                  53,394Private
      Issuer Mortgage-Backed Securities
                  
                  
                  70
                  
                  
                  
                  70
                  
                  
                  
                  2,468
                  
                  
                  
                  2,638Equity
      Securities
                  
                  
                  70
                  
                  
                  
                  64
                  
                  
                  
                  71
                  
                  
                  
                  68Total
      Investment Securities
                  
                  $
                  46,906
                  
                  
                  $
                  47,160
                  
                  
                  $
                  60,842
                  
                  
                  $
                  60,546





The
following tables present investment securities with gross unrealized losses that
are not deemed to be other-than-temporarily impaired.  These
securities are aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position, at
September 30, 2010 and December 31, 2009 (in thousands):





At September 30, 2010Less than 12 Months
                  
                  
                  12 Months or More
                  
                  
                  TotalFair
                    Value
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Fair
                    Value
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Fair
                    Value
                  
                  
                  Unrealized
                    LossesObligations
      of State and Political Subdivisions
                  
                  $
                  3,297
                  
                  
                  $
                  (35
                  )
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  3,297
                  
                  
                  $
                  (35
                  )U.S.
      Agency Bonds and Structured Notes
                  
                  
                  7,975
                  
                  
                  
                  (5
                  )
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  7,975
                  
                  
                  
                  (5
                  )U.S.
      Agency Mortgage-Backed Securities
                  
                  
                  1,913
                  
                  
                  
                  (16
                  )
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  1,913
                  
                  
                  
                  (16
                  )Equity
      Securities
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  16
                  
                  
                  
                  (13
                  )
                  
                  
                  16
                  
                  
                  
                  (13
                  )Temporarily
      Impaired Securities
                  
                  $
                  13,185
                  
                  
                  $
                  (56
                  )
                  
                  $
                  16
                  
                  
                  $
                  (13
                  )
                  
                  $
                  13,201
                  
                  
                  $
                  (69
                  )





At
      December 31, 2009Less
      than 12 Months
                    
                    
                    12
      Months or More
                    
                    
                    TotalFair
                      Value
                    
                    
                    Unrealized
      Losses
                    
                    
                    Fair
                      Value
                    
                    
                    Unrealized
      Losses
                    
                    
                    Fair
                      Value
                    
                    
                    Unrealized
      LossesU.S.
      Agency Mortgage-Backed Securities
                    
                    $
                    41,565
                    
                    
                    $
                    (384
                    )
                    
                    $
                    –
                    
                    
                    $
                    –
                    
                    
                    $
                    41,565
                    
                    
                    $
                    (384
                    )Obligations
      of State and Political Subdivisions
                    
                    
                    3,815
                    
                    
                    
                    (201
                    )
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    3,815
                    
                    
                    
                    (201
                    )Equity
      Securities
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    18
                    
                    
                    
                    (11
                    )
                    
                    
                    18
                    
                    
                    
                    (11
                    )Temporarily
      Impaired Securities
                    
                    $
                    45,380
                    
                    
                    $
                    (585
                    )
                    
                    $
                    18
                    
                    
                    $
                    (11
                    )
                    
                    $
                    45,398
                    
                    
                    $
                    (596
                    )





Debt
securities include mortgage-backed securities, obligations of state and
political subdivisions, obligations of U.S. government agencies, structured
agency notes and corporate securities. At September 30, 2010, there were sixteen
debt securities with unrealized losses of $56,000 that amounted to 0.4% of their
amortized cost, as compared to December 31, 2009, when there were twenty-seven
debt securities with unrealized losses of $585,000 that amounted to 1.3% of
their amortized cost.  Management believes that the unrealized losses
reflect temporary declines primarily due to changes in interest rates and the
yield curve subsequent to the acquisition of specific
securities.  These temporary declines have been accounted for in other
comprehensive income (loss).




9


Equity
securities held are comprised primarily of common stock holdings in other
financial institutions.  There were nine and ten equity securities
with unrealized losses of $13,000 and $11,000 at September 30, 2010 and December
31, 2009, respectively.  Union National has the ability and intent to
hold these investments for a reasonable period of time sufficient for each
security to increase in value to Union National’s cost, and none are securities
of companies with known debt defaults or deferrals.  Management does
not consider the equity securities to be other-than-temporarily impaired at
September 30, 2010.





For the
three months ended September 30, 2010 and 2009, Union National received gross
proceeds of $47,784,000 and $112,142,000, respectively, on the sale of
investment securities.  The following tables present information
related to the realized gains and losses on the sales of investment securities,
and losses recognized on the other-than-temporary impairment of investment
securities, for the three months ended September 30, 2010 and 2009 (in
thousands):





Three Months Ended September 30, 2010Gross
                  Realized
                  Gains
                
                
                Gross
                  Realized
                  Losses
                
                
                Other-than-temporary
                  Impairment
                  Losses
                
                
                Net Gains
                  (Losses)Obligations
      of State and Political Subdivisions
                
                $
                416
                
                
                $
                –
                
                
                $
                –
                
                
                $
                416U.S.
      Agency Mortgage-Backed Securities
                
                
                136
                
                
                
                –
                
                
                
                –
                
                
                
                136U.S.
      Agency Bonds and Structured Notes
                
                
                25
                
                
                
                –
                
                
                
                –
                
                
                
                25Private
      Issuer Mortgage-Backed Securities
                
                
                –
                
                
                
                –
                
                
                
                (104
                )
                
                
                (104
                )Total
                
                $
                577
                
                
                $
                –
                
                
                $
                (104
                )
                
                $
                473





Three Months Ended September 30, 2009Gross
                  Realized
                  Gains
                
                
                Gross
                  Realized
                  Losses
                
                
                Other-than-temporary
                  Impairment
                  Losses
                
                
                Net Gains
                  (Losses)U.S.
      Agency Mortgage-Backed Securities
                
                $
                170
                
                
                $
                (27
                )
                
                $
                –
                
                
                $
                143Obligations
      of State and Political Subdivisions
                
                
                134
                
                
                
                (4
                )
                
                
                –
                
                
                
                130U.S.
      Agency Bonds and Structured Notes
                
                
                130
                
                
                
                (25
                )
                
                
                –
                
                
                
                105U.S.
      Treasuries
                
                
                19
                
                
                
                –
                
                
                
                –
                
                
                
                19Private
      Issuer Mortgage-Backed Securities
                
                
                –
                
                
                
                –
                
                
                
                (160
                )
                
                
                (160
                )Corporate
      Securities
                
                
                –
                
                
                
                –
                
                
                
                (10
                )
                
                
                (10
                )Total
                
                $
                453
                
                
                $
                (56
                )
                
                $
                (170
                )
                
                $
                227




10


For the
nine months ended September 30, 2010 and 2009, Union National received gross
proceeds of $109,182,000 and $183,337,000, respectively, on the sale of
investment securities.  The following tables present information
related to the realized gains and losses on the sales of investment securities,
and losses recognized on the other-than-temporary impairment of investment
securities, for the nine months ended  September 30, 2010 and 2009 (in
thousands):





Nine Months Ended September 30, 2010Gross
                  Realized
                  Gains
                
                
                Gross
                  Realized
                  Losses
                
                
                Other-than-temporary
                  Impairment
                  Losses
                
                
                Net Gains
                  (Losses)U.S.
      Agency Mortgage-Backed Securities
                
                $
                453
                
                
                $
                –
                
                
                $
                –
                
                
                $
                453Obligations
      of State and Political Subdivisions
                
                
                440
                
                
                
                –
                
                
                
                –
                
                
                
                440U.S.
      Agency Bonds and Structured Notes
                
                
                44
                
                
                
                –
                
                
                
                –
                
                
                
                44Private
      Issuer Mortgage-Backed Securities
                
                
                –
                
                
                
                –
                
                
                
                (1,555
                )
                
                
                (1,555
                )Corporate
      Securities
                
                
                5
                
                
                
                –
                
                
                
                (109
                )
                
                
                (104
                )Equity
      Securities
                
                
                1
                
                
                
                –
                
                
                
                –
                
                
                
                1Total
                
                $
                943
                
                
                $
                –
                
                
                $
                (1,664
                )
                
                $
                (721
                )





Nine Months Ended September 30, 2009Gross
                  Realized
                  Gains
                
                
                Gross
                  Realized
                  Losses
                
                
                Other-than-temporary
                  Impairment
                  Losses
                
                
                Net Gains
                  (Losses)U.S.
      Agency Mortgage-Backed Securities
                
                $
                1,636
                
                
                $
                (70
                )
                
                $
                –
                
                
                $
                1,566Private
      Issuer Mortgage-Backed Securities
                
                
                –
                
                
                
                –
                
                
                
                (612
                )
                
                
                (612
                )Obligations
      of State and Political Subdivisions
                
                
                134
                
                
                
                (4
                )
                
                
                –
                
                
                
                130U.S.
      Agency Bonds and Structured Notes
                
                
                140
                
                
                
                (25
                )
                
                
                –
                
                
                
                115U.S.
      Treasuries
                
                
                19
                
                
                
                –
                
                
                
                –
                
                
                
                19Corporate
      Securities
                
                
                –
                
                
                
                –
                
                
                
                (859
                )
                
                
                (859
                )Equity
      Securities
                
                
                –
                
                
                
                (39
                )
                
                
                –
                
                
                
                (39
                )Total
                
                $
                1,929
                
                
                $
                (138
                )
                
                $
                (1,471
                )
                
                $
                320





Other-Than-Temporary
Impairment of Investment Securities


In
determining fair value and assessing the potential for other-than-temporary
impairment (“OTTI”) of investment securities  as of September 30,
2010, management primarily considered accounting principles and guidance from
ASC Topic 320, “Investments – Debt and Equity Securities”, and ASC Topic 820,
“Fair Value Measurements and Disclosures”.  Additionally, management
considered SEC guidance including SAB Topic 5M, “Miscellaneous Accounting –
Other Than Temporary Impairment of Certain Investments in Debt and Equity
Securities”, and additional interpretive guidance from SEC Press Release
#2008-234, “SEC Office of the Chief Accountant and FASB Staff Clarifications on
Fair Value Accounting”.





In order
to determine whether unrealized losses in the fair value of investment
securities are other-than-temporary, management regularly reviews the entire
portfolio of investment securities for possible OTTI, analyzing factors
including but not limited to the underlying creditworthiness of the issuing
organization, the length of time for which the fair value of the investment
securities has been less than cost, and independent analysts’ opinions about
circumstances that could affect the performance of the investment
securities.  In assessing potential OTTI for debt securities, other
considerations include (i) whether management intends to sell the security, or
(ii) if it is more likely than not that management will be required to sell the
security before recovery, or (iii) if management does not expect to recover the
entire amortized cost basis.


11


In
assessing potential OTTI for equity securities, an additional consideration is
management’s intention and ability to hold the securities until recovery of any
unrealized losses.





Effective
April 1, 2009, the accounting principles and guidance referenced above requires
that the credit-related portion of OTTI on debt securities be recognized in
earnings, while the noncredit-related portion of OTTI on debt securities not
expected by management to be sold be recognized in other comprehensive
income.  Management determined that OTTI recorded in 2008 against a
private-issuer mortgage-backed security, not expected to be sold, had both
credit-related and noncredit-related portions of OTTI; however, in 2008, the
entire OTTI charge on this investment security was recognized in
earnings.  The noncredit-related portion was determined to be $306,000
pre-tax.  Accordingly, on April 1, 2009, a cumulative effect
adjustment was recorded in the after-tax amount of $202,000 to increase retained
earnings and decrease unrealized gains (losses) in accumulated other
comprehensive income (loss) for the noncredit-related portion of the OTTI
recorded in 2008.





During
2009, one of the previously impaired corporate securities (USCap Funding V) was
fully impaired, completely written off and declared as a worthless asset for tax
purposes.  This impaired corporate security had a cumulative credit
related OTTI of $936,000 at December 31, 2009.  The following table
(in thousands) summarizes the cumulative credit related OTTI charges recognized
as components of earnings for investment securities held with a recorded fair
value at September 30, 2010 (the beginning balance on January 1, 2010, was
adjusted to reflect the elimination of the worthless security discussed
above):





Cumulative
      OTTI charges at January 1, 2010
                  
                  $
                  2,352Sale
      of impaired securities during the nine months ended September 30,
      2010
                  
                  
                  (2,374
                  )Additional
      OTTI taken for credit losses during the nine months ended
      September  30, 2010
                  
                  
                  1,664Cumulative
      OTTI charges at September 30, 2010
                  
                  $
                  1,642





As of
September 30, 2010, Union National’s investment portfolio includes one security
with recorded impairments. The fair value of this impaired investment was
$70,000 as compared to an original amortized cost of $3,018,000. Since the
original purchase of this security, Union National has received $1,388,000,
which has been applied toward principal and has reduced the current amortized
cost. The following table provides additional information related to this
investment security(in
thousands):


At September 30, 2010Original
                          Amortized
                        
                        Investment Rating
                        
                        
                        Current
                          Amortized
                        
                        
                        Fair
                        
                        
                        OTTIDescription of Investment
      Security
                        
                        Cost
                        
                        Original
                        
                        Current
                        
                        
                        Cost
                        
                        
                        Value
                        
                        
                        TakenCountrywide
      Alt Ln 2005-83CB A3
                        
                        $
                        3,018
                        
                        AAA
                        
                        
                        C
                        
                        
                        $
                        70
                        
                        
                        $
                        70
                        
                        
                        $
                        1,642





At
December 31, 2009, Union National’s investment portfolio included four
investment securities with recorded impairments.  The fair value of
these impaired investments was $3,269,000 as compared to an original amortized
cost of $7,950,000.  The following table provides additional
information related to these four investment securities(in
thousands):


At December 31, 2009Original
                                          Amortized
                                        
                                        Investment Rating
                                        
                                        
                                        Current
                                          Amortized
                                        
                                        
                                        Fair
                                        
                                        
                                        OTTIDescription of Investment Security
                                        
                                        Cost
                                        
                                        Original
                                        
                                        Current
                                        
                                        
                                        Cost
                                        
                                        
                                        Value
                                        
                                        
                                        TakenPrivate Issuer Mortgage-Backed
      Securities:Countrywide
      Alt Ln 2005-83CB A3
                                        
                                        $
                                        3,018
                                        
                                        AAA
                                        
                                        CC
                                        
                                        
                                        $
                                        1,214
                                        
                                        
                                        $
                                        1,333
                                        
                                        
                                        $
                                        711Countrywide
      Alt Ln 2005-75CB A4
                                        
                                        
                                        2,932
                                        
                                        AAA
                                        
                                        CCC
                                        
                                        
                                        
                                        1,254
                                        
                                        
                                        
                                        1,305
                                        
                                        
                                        
                                        480Total
      Mortgage-Backed Securities
                                        
                                        $
                                        5,950
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        2,468
                                        
                                        
                                        $
                                        2,638
                                        
                                        
                                        $
                                        1,191Corporate Securities:InCaps
      Funding II Senior Note
                                        
                                        $
                                        1,000
                                        
                                        A-
                                        
                                        BB
                                        
                                        
                                        $
                                        279
                                        
                                        
                                        $
                                        322
                                        
                                        
                                        $
                                        631InCaps
      Funding II Junior Note
                                        
                                        
                                        1,000
                                        
                                        BBB
                                        
                                        B
                                        
                                        
                                        
                                        256
                                        
                                        
                                        
                                        309
                                        
                                        
                                        
                                        530Total
      Corporate Securities
                                        
                                        $
                                        2,000
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        535
                                        
                                        
                                        $
                                        631
                                        
                                        
                                        $
                                        1,161Total
      Securities with OTTI
                                        
                                        $
                                        7,950
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        3,003
                                        
                                        
                                        $
                                        3,269
                                        
                                        
                                        $
                                        2,352




12


During
2009, four of the Bank’s private issuer securities were downgraded to below
investment grade (another private issuer mortgage-backed security was downgraded
to below investment grade in 2008).  Accordingly, the Bank recorded
$1,504,000 of other-than-temporary impairment charges for the year ended
December 31, 2009 including (i) $859,000 related to three corporate securities
supported primarily by obligations from other financial industry entities, and
(ii) $645,000 related to two private issuer mortgage-backed securities not
guaranteed by the U.S. government ($170,000 of the $1,504,000
other-than-temporary impairment charges for the year ended December 31, 2009,
were recorded in the third quarter of 2009).  Management determined
that at that time, due to severe illiquidity and distress in the financial
markets, the unrealized declines in the value of these investments were
other-than-temporary and credit related, requiring the write-down and related
impairment charge to earnings.  For the securities with impairment
charges recorded, interest income payments received subsequent to impairment
were fully applied to principal further reducing the amortized cost of these
investments.  Also, during 2009, one of the previously impaired
corporate securities (USCap Funding V) was fully impaired, completely
written-off and declared as a worthless asset for tax purposes. This impaired
corporate security had a cumulative credit related OTTI of $936,000 at December
31, 2009.





During
the first quarter of 2010, one of the impaired corporate securities (InCaps
Funding II Senior Note) held at December 31, 2009, was sold for
$277,000.  At the time of the sale, the security had $631,000 of
previously recorded impairments, and an adjusted amortized cost of $272,000,
which resulted in a $5,000 gain recorded on the sale.  The three
remaining impaired securities experienced further downgrades and/or a reduction
in cash flows during the second quarter of 2010.  As a result,
management made the determination to sell the securities.  The Bank
recorded $1,664,000 of other-than-temporary impairment charges for the nine
months ended September 30, 2010, including (i) $1,555,000 related to the two
private issuer mortgage-backed securities not guaranteed by the U.S. government,
and (ii) $109,000 related to one corporate security supported primarily by
obligations from other financial industry entities.





During
the third quarter of 2010, the last corporate security (InCaps Funding II Junior
Note) was sold for $120,000, and one of the private issuer mortgage-backed
securities (Countrywide Alt Ln 2005-75CB A4) was sold for $396,000, which were
the recorded values at the time of the sale. At the time of the sales, the
impaired securities had $639,000 and $1,104,000, respectively, of previously
recorded impairments.





As
discussed more thoroughly in Note 12 – Fair Value Measurements of
Assets and Liabilities and Fair Value of Financial Instruments, the fair
value of these investment securities for quarters ended prior to June 30, 2010,
was determined by calculating the net present value of the expected future cash
flows of each security, with qualitative risk-adjusted discounting for potential
credit risks and nonperformance in the underlying issuers, and market sector
illiquidity concerns. In accordance with ASC Topic 820, when an active market
for a security does not exist, the use of management estimates that incorporate
current market participant expectations of future cash flows, and include
appropriate risk premiums, is acceptable.  For quarters ended prior to
June 30, 2010, management’s judgment was that the facts and circumstances
indicated significant illiquidity and an inactive market for these types of
investments when other relevant observable inputs were not available; therefore,
expected cash flows were used as a reasonable basis in determining the fair
value of the corporate investment securities.





As of
September 30, 2010, Union National’s investment portfolio includes one security
with previously recorded impairments,and was valued based
upon current distressed market trading values.  All principal and
interest payments received on this impaired investment security are fully
applied to principal.





As of
September 30, 2010, management determined that further impairments were not
warranted on the one remaining impaired investment security because the carrying
value was below distressed trading levels.




13


Note
6 – De-Leveraging and Restructuring Activities





In 2010,
the Bank continued with de-leveraging activities by prepaying $22,500,000 of
FHLB advances, including $20,000,000 prepaid during the third quarter of
2010.  The FHLB debt prepaid in 2010 had a fixed weighted average
interest cost of 5.31%, and Union National incurred $480,000 of debt prepayment
penalties, which were included in other non-interest expense. The penalties are
expected to be more than offset by future cumulative savings on interest expense
that would have been incurred if such debt was not paid until its scheduled
maturity.  The balance of long-term debt was reduced to $10,834,000 at
September 30, 2010 from $33,334,000 at December 31, 2009.





During
the nine months ended September 30, 2009, and in total for 2009, the Bank
prepaid $17,000,000 of FHLB advances, which had a fixed weighted average
interest cost of 5.36%, incurring $536,000 of debt prepayment
penalties.  During 2009, the Bank also repaid a $5,241,000 brokered CD
with an interest cost of 3.90% that matured on October 15, 2009.





Note
7 – Junior Subordinated Debentures





Union
National had three issuances of junior subordinated debentures, totaling
$17,341,000, outstanding as of September 30, 2010 and December 31,
2009.





On July
28, 2006, the Bank issued $6,000,000 of subordinated debentures due September
15, 2021 with a five-year initial fixed rate of 7.17%, and then an annual coupon
rate, reset quarterly, based on three-month London Interbank Offered Rate
(“LIBOR”) plus 1.65%.





In
December 2003, Union National Capital Trust I (“UNCT I”) issued $8,248,000 of
floating-rate debentures due January 23, 2034, of which $248,000 is related to
Union National’s capital contribution.  UNCT I provides for quarterly
distributions at a variable annual coupon rate that is reset quarterly, based on
three-month LIBOR plus 2.85%.  The coupon rate was 3.33% and 3.13% at
September 30, 2010 and December 31, 2009, respectively.





In
October 2004, Union National Capital Trust II (“UNCT II”) issued $3,093,000 of
debentures due November 23, 2034, of which $93,000 is related to Union
National’s capital contribution.  UNCT II provides for quarterly
distributions at a variable annual coupon rate that is reset quarterly, based on
three-month LIBOR plus 2.00%. The coupon rate was 2.34% and 2.27% at September
30, 2010 and December 31, 2009, respectively.





All of
the junior subordinated debentures are callable at Union National’s option
beginning at five years from the date of issuance.  These debentures
do not have to be called in full.  UNCT I became callable in December
2008, UNCT II became callable in October 2009, and the Bank’s junior
subordinated debenture will become callable in July 2011.  All three
issuances of junior subordinated debentures qualify as a component of risk-based
capital for regulatory capital purposes.





Interest
expense on junior subordinated debentures was $196,000 and $201,000 for the
three months ended September 30, 2010 and 2009, respectively.  For the
nine months ended September 30, 2010 and 2009, interest expense on junior
subordinated debentures was $577,000 and $645,000, respectively.





Union
National, as directed by the Federal Reserve, has deferred making interest
payments on the UNCT I and UNCT II debentures beginning on July 23, 2010 and
August 23, 2010, respectively.  Interest expense continues to accrue
on these debentures.  For additional information related to Federal
Reserve requirements and actions related to interest payments on UNCT I and UNCT
II, refer to the section Memorandum of Understanding with the
Federal Reserve Bank in Note 9 – Enforcement Actions with
Bank Regulatory Agencies.




14


Note
8 – Stock Issued Under Private Placement Offerings and Dividend Reinvestment
Plan





Preferred Stock Private
Placement Offering


On
September 15, 2009, Union National filed with the Pennsylvania Department
of State two Statements with
Respect to Shares which, effective upon filing, designated two series of
preferred stock as “5% Non-Cumulative Non-Voting Convertible Perpetual Preferred
Stock, Series A” (“Series A Preferred Stock”), and “6% Non-Cumulative Non-Voting
Non-Convertible Perpetual Preferred Stock, Series B” (“Series B Preferred
Stock”), and set forth the voting and other powers, designations, preferences
and relative, participating, optional or other rights, and the qualifications,
limitations or restrictions of the Series A Preferred Stock and Series B
Preferred Stock. On March 1, 2010, Union National terminated the offering of
both series of its Convertible Perpetual Preferred Stock.  At
September 30, 2010, there were no Series B Preferred stock shares outstanding as
there were no Series B Preferred stock shares sold or issued during the
offering.





Terms of the Series A
Preferred Stock:


Dividends
on the Series A Preferred Stock are payable quarterly in arrears if, when,
and as declared by Union National’s Board of Directors, at a rate of 5.00% per
year on the liquidation preference of $1,000 per share. Dividends, if declared,
will be payable quarterly on January 31, April 30, July 31, and October 31 of
each year (each a “Dividend Payment Date”).  In 2010, a dividend was
paid on January 31 and April 30, however, the next dividend due to be paid on
July 31 was not paid.  For additional information related to Federal
Reserve pre-approval requirements related to dividend payments on Preferred
Stock, refer to the sectionMemorandum of Understanding with the
Federal Reserve Bank in Note 9 – Enforcement Actions with
Bank Regulatory Agencies.  In the case of the dividend payable
on January 31, 2010, such dividend was prorated based on the number of days
elapsed from the date of purchase to January 31, 2010 over a quarterly dividend
period of ninety (90) days.  Dividends on the Series A Preferred
Stock are non-cumulative.





Holders
of the Series A Preferred Stock may convert their shares into common stock
at any time upon approval of the Board of Governors of the Federal Reserve
System (the “Federal Reserve”), if required, at the conversion prices listed
below:





Conversion Date:
                  
                  Conversion Price
                    per ShareSeptember
      15, 2009 through September 14, 2010
                  
                  $
                  4.00September
      15, 2010 through September 14, 2011
                  
                  $
                  6.25September
      15, 2011 through September 14, 2012
                  
                  $
                  7.50September
      15, 2012 through September 14, 2013
                  
                  $
                  8.75On
      or After September 15, 2013
                  
                  $
                  10.00





The
Series A Preferred Stock only may be redeemed by Union National upon prior
approval of the Federal Reserve. If Union National redeems the Series A
Preferred Stock on or prior to September 14, 2014, the redemption price will
include a premium decreasing over time from 2.5% to 0.5% of the liquidation
preference. The holders of the Series A Preferred Stock do not have voting
rights except as required by Pennsylvania Business Corporation Law of 1988, as
amended.





Sales of Preferred
Stock:


Union
National sold 1,275 shares of its Non-Cumulative Non-Voting Convertible
Perpetual Preferred Stock, Series A (“Series A Preferred Stock”), in
transactions exempt from registration under the Securities Act of 1933, pursuant
to Section 4(2) thereof, for total gross proceeds of $1,275,000, which were
offset by issuance costs of $57,000.


15


The
following table summarizes the Series A Preferred Stock shares sold and the
gross proceeds received through the private placement offering (dollars in
thousands):





Period
                  
                  Shares
                  
                  
                  Gross
                    ProceedsSeptember
      25, 2009 – September 30, 2009
                  
                  
                  700
                  
                  
                  $
                  700October
      1, 2009 – December 31, 2009
                  
                  
                  575
                  
                  
                  
                  575January
      1, 2010 – February 28, 2010 (1)
                  
                  
                  –
                  
                  
                  
                  –Total
                  
                  
                  1,275
                  
                  
                  $
                  1,275





(1)
            On
      March 1, 2010, Union National terminated the offering of both series of
      its Preferred Stock.





During
the third quarter of 2010, 1,250 Series A Preferred Stock Shares converted to
common stock at a conversion price of $4.00 per common share in accordance with
the terms of the preferred stock offering.  This conversion resulted
in an increase of 312,500 common stock shares outstanding at September 30,
2010.





Dividend Reinvestment
Plan


Union
National maintains a Dividend Reinvestment Plan (“DRIP”) for record holders of
Union National’s common stock to provide a convenient method of investing cash
dividends payable upon their common stock and to provide participants with the
opportunity to make voluntary cash payments, from a minimum of $500 to a maximum
of $50,000 per calendar quarter, to purchase additional common shares at a 10%
discount to the fair market value of the shares on the effective purchase date
as defined by the DRIP.  There were no common dividends paid by Union
National during 2010; however, eligible stockholders made voluntary cash
payments totaling $6,000, which were used to purchase 1,479 common
shares.  Union National reserved 200,000 common stock shares to be
issued under the DRIP, of which, 24,471 shares have been issued as of September
30, 2010.  As part of the proposed merger with Donegal Financial
Services Corporation, and as discussed in Note 14 – Proposed Merger, the ability
of stockholders to make direct cash purchases was suspended effective June 30,
2010.





Note
9 – Enforcement Actions with Bank Regulatory Agencies





Formal Written Agreement
with the Office of the Comptroller of the Currency
(“OCC”)


On August
27, 2009, the Bank entered into a formal written agreement (the “Agreement”)
with the OCC.  Specifically, the Agreement requires the Bank to (1)
establish a compliance committee to monitor and coordinate the Bank’s adherence
to the provisions of the Agreement, (2) have the Board of Directors evaluate and
monitor executive management performance, (3) update its three year strategic
plan in accordance with specific guidelines set forth in the Agreement, (4)
update its three year capital program, (5) develop and implement systems to
provide for effective loan portfolio management, (6) take action to protect
criticized assets and implement a written program to eliminate the basis of
criticism of assets criticized by the OCC, (7) strengthen the Bank’s contingency
funding plan, (8) implement a written consumer compliance program, and (9) not
exceed the level of brokered deposits as of the date of the Agreement without
prior OCC approval.




The
Agreement superseded the previous Memorandum of Understanding (“MOU”) entered
into between the Bank and the OCC on June 20, 2007.  The Agreement
effectively extends several of the provisions under the MOU, including requiring
a three year strategic plan and three year capital plan, improving the Bank’s
loan portfolio management, implementing an effective risk-based consumer
compliance audit program, and establishing a compliance
committee.


16





Separate
from the Agreement, the OCC established individual minimum capital requirements
for the Bank, requiring Tier 1 Capital to Average Total Assets of at least eight
percent (8%), Tier 1 Capital to Risk-Based Assets of at least nine and one-half
percent (9.5%), and Total Capital to Risk-Based Assets of at least twelve
percent (12%) effective beginning September 30, 2009.  These minimum
capital ratios are similar to the capital ratio targets agreed to between the
Bank and the OCC under the MOU which were Tier I Capital to Average Total Assets
of 8%, Tier I Capital to Risk-Based Assets of 9%, and Total Capital to
Risk-Based Assets of 12%.  At September 30, 2010, the Bank’s measure
of Tier I Capital to Average Total Assets was 8.44%, Tier I Capital to
Risk-Based Assets was 10.51%, and Total Capital to Risk-Based Assets was 13.33%,
with all three ratios exceeding the respective OCC individual minimum capital
requirements.  The Bank capital ratios reflect the infusion to the
Bank subsidiary of $700,000 of the $1,275,000 proceeds raised in Union
National’s preferred stock private placement as discussed in Note 8 – Stock Issued Under Private
Placement Offerings and Dividend Reinvestment Plan.





Management
and the Board of Directors are committed to taking the necessary actions to
fully maintain the OCC-established minimum capital ratios and address the
provisions of the Agreement, and believe that the Bank has already made
measurable progress in addressing these requirements.  If the Bank
does not continue to meet the OCC’s requirements, the OCC could subject the Bank
to additional enforcement actions or sanctions as the OCC considers
necessary.





Memorandum of Understanding
with the Federal Reserve Bank


On
January 28, 2010, Union National entered into an informal Memorandum of
Understanding with the Federal Reserve Bank (“FRB”).  Union National
is the registered bank holding company that wholly owns the Bank (the Bank
subsidiary is separately supervised by the Office of the Comptroller of the
Currency).  The Memorandum of Understanding, which is not a “written
agreement” for purposes of Section 8 of the Federal Deposit Insurance Act,
requires, among other things, Union National to seek prior approval by the FRB
before (i) declaring or paying dividends to stockholders, (ii) distributing
interest, principal or other sums on UNCT I and UNCT II junior subordinated
debentures, and (iii) incurring, increasing or guaranteeing any additional
debt.





The FRB approved Union National’s
request to pay preferred stock dividends and distributions on its two issuances
of trust-preferred securities for the first and second quarters of
2010.  Union National made a similar request for the third quarter of
2010, but the FRB denied the request.  Accordingly, Union National has
acted to suspend the preferred stock dividend and to defer distributions on its
trust-preferred securities indefinitely.  Third quarter 2010
distributions on one class of trust preferred securities, issued by UNCT I, were
scheduled for July 23, 2010 and distributions on the other class, issued by UNCT
II, were scheduled for August 23, 2010.  Dividend payments on the
preferred stock were scheduled for July 31, 2010.  Union National’s
preferred stock is non-cumulative so the suspension of dividends will not result
in any accrued dividend liability.  The deferral of distributions on
the trust-preferred securities will continue to accrue as interest expense
payable by Union National.  Union National is prohibited from
declaring or paying any dividends on its common stock or preferred stock while
distributions on the trust-preferred securities are in arrears.





Note
10 – Commitments, Guarantees and Contingencies





Credit
Commitments


In the
ordinary course of business, Union National makes commitments to extend credit
to its customers through letters of credit, loan commitments and lines of
credit.  As of September 30, 2010, the Bank had $106,822,000
outstanding in loan commitments and other unused lines of credit extended to its
customers, as compared to $110,791,000 at December 31, 2009.  The Bank
does not issue any guarantees that would require liability recognition or
disclosure, other than its standby letters of credit. Standby letters of credit
are conditional commitments, written and issued by Union National to guarantee
the performance of a customer to a third party.  Generally, all
letters of credit, when issued, have expiration dates within one year. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers.  The Bank
generally holds collateral and/or personal guarantees supporting these
commitments.  There were $4,911,000 and $6,199,000 of standby letters
of credit outstanding as of September 30, 2010 and December 31, 2009,
respectively.


17


Management
believes that the proceeds obtained through a liquidation of collateral and the
enforcement of guarantees would be sufficient to cover the potential amount of
future payments required under the corresponding standby letters of
credit.  The current amount of the liability at September 30, 2010 and
December 31, 2009, for Bank guarantees under standby letters of credit issued is
not considered to be material.





Health Care
Consortium


Effective
July 1, 2008, the Bank joined a health care expense management consortium with
other Pennsylvania banks.  The purpose of the consortium is to pool the
risks of covered groups of employees, and to provide effective claims-based
expense management, administrative efficiencies, and use of high-dollar claim
stop loss insurance coverage, to reduce the overall health care costs to the
consortium member banks, while maintaining high quality coverage for
employees.  Through September 30, 2010, the Bank’s payments to the
consortium to cover estimated claims expenses, administrative expenses, and stop
loss insurance premiums exceeded the actual processed expenses by
$342,000.  However, the Bank reduced the amount of this prepaid benefit by
a contingent reserve of $65,000 reflecting an actuarial estimate by the
consortium of the Bank’s unpaid claim liability as of September 30, 2010 to
include potential (i) unreported claims, (ii) reported but unprocessed claims,
and (iii) processed but unpaid claims, related to both medical and drug
coverage.





Proposed
Merger


Union
National entered into an Agreement and Plan of Merger (the “Merger Agreement”)
on April 19, 2010, as amended and restated as of May 20, 2010, with Donegal
Financial Services Corporation (“DFSC”), the parent company of Province Bank FSB
(“Province”), and certain affiliated entities of DFSC, pursuant to which Union
National will merge with and into DFSC. DFSC is wholly owned by Donegal Mutual
Insurance Company and Donegal Group Inc. (For additional information on the
proposed merger, refer to Note
14 – Proposed Merger).





On June
16, 2010, Union National and DFSC, an affiliate of Donegal Group Inc. and
Donegal Mutual Insurance Company, became aware of a filing of a complaint on
June 14, 2010 in the Court of Common Pleas of Lancaster County, Pennsylvania
against Union National, each of the Directors of Union National, DFSC and
certain affiliated entities of DFSC (collectively, the "Donegal Parties"). The
complaint purported to be a class action filed on behalf of the holders of Union
National common stock arising from certain alleged actions by Union National and
its Board of Directors in connection with the proposed merger of Union National
with and into DFSC. On October 1, 2010, Union National learned that the claim
was withdrawn and the case was dismissed.





Management
is not aware of any other litigation that would have a material adverse effect
on the consolidated financial position or results of operations of Union
National.


18


Note
11 – Stock-Based Compensation





In
accordance with ASC Topic 718, “Compensation – Stock Compensation”, Union
National recognizes compensation expense for share-based awards based upon an
assessment of the fair value on the grant date.  The fair value of
each option is estimated on the date of grant using the Black-Scholes
option-pricing model.  Stock compensation expense is recognized on a
straight-line basis over the vesting period of the award.





Union
National has two plans with stock options outstanding as of September 30, 2010:
(i) the Employee Stock Incentive Plan (“SIP”); and, (ii) the Independent
Directors’ Stock Option Plan (“IDSOP”).  Neither of these plans had
remaining options available for grant as of September 30,
2010.  Options granted under the SIP are incentive stock options with
terms up to 10 years and option prices equal to the fair value of the shares on
the date of the grant.  SIP options vest over six months, become
exercisable nine months after the grant date, and generally lapse 90 days after
termination of employment.  Options granted under the IDSOP consist of
non-qualified stock options with terms up to 10 years.  IDSOP options
have exercise prices equal to the fair value of the shares on the date of the
grant and expire one year after departure from the Board of Directors. It is
Union National’s policy to issue new shares from its authorized shares upon the
exercise of stock options.





No
share-based awards were granted or vested during the three and nine months ended
September 30, 2010 and 2009; accordingly, no compensation expense was recorded
for these periods.  There were 77,517 and 78,674 stock options
outstanding at September 30, 2010 and December 31, 2009, respectively, with
exercise prices ranging from $11.52 to $22.14 for both of these
periods.





Stock
option activity for the nine months ended September 30, 2010, is summarized
below:





Shares
                  
                  
                  Weighted-Average
                    Exercise PriceBeginning
      of Period
                  
                  
                  78,674
                  
                  
                  $
                  18.83Granted
                  
                  
                  –
                  
                  
                  
                  –Exercised
                  
                  
                  –
                  
                  
                  
                  –Forfeited
                  
                  
                  (1,157
                  )
                  
                  
                  15.42Expired
                  
                  
                  –
                  
                  
                  
                  –End
      of Period
                  
                  
                  77,517
                  
                  
                  $
                  18.88





All stock
options outstanding at September 30, 2010, had no intrinsic value (the amount by
which the market price exceeds the exercise price) and were fully vested and
exercisable, and consisted of the following:





Number
      of options
                  
                  
                  77,517Weighted-average
      contractual remaining term
                  
                  3.7 YearsWeighted-average
      exercise price
                  
                  $
                  18.88Aggregate
      intrinsic value
                  
                  $
                  –




19


Note
12 – Fair Value Measurement of Assets and Liabilities and Fair Value of
Financial Instruments





ASC Topic
820, “Fair Value Measurements and Disclosures” defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value
measurements.  This guidance 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. A fair value measurement assumes that a
transaction to sell an asset or transfer a liability occurs in the principal
market for the asset or liability or, in the absence of a principal market, the
most advantageous market for the asset or liability.  The price in the
principal (or most advantageous) market used to measure the fair value of the
asset or liability shall not be adjusted for transaction costs.  An
orderly transaction is not a forced transaction, but rather a transction that
assumes exposure to the market for a period prior to the measurement date to
allow for marketing activities that are usual and customary for transactions
involving such assets and liabilities.





Market
participants are buyers and sellers in the principal market that are (i)
independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to
transact.  ASC Topic 820 requires the use of valuation techniques that
are consistent with the market approach, the income approach and/or the cost
approach.  The market approach uses prices and other relevant
information generated by market transactions involving identical or comparable
assets and liabilities.  The income approach uses valuation techniques
to convert future amounts such as cash flows or earnings, to a single present
amount on a discounted basis.  The cost approach is based on the
amount that currently would be required to replace the service capacity of an
asset (replacement cost).  Valuation techniques should be consistently
applied. Inputs to valuation techniques refer to the assumptions that market
participants would use in pricing the asset or liability.  Inputs may
be observable, meaning those that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from independent sources, or unobservable, meaning those that reflect
the reporting entity’s own assumptions about the assumptions market participants
would use in pricing the asset or liability based upon the best information
available in the circumstances.  In that regard, ASC Topic 820
establishes a fair value hierarchy for valuation inputs that gives the highest
priority to quoted prices in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs.





The fair
value hierarchy is as follows:





Level
      1
            -
            Unadjusted
      quoted prices in active markets that are accessible at the measurement
      date for identical, unrestricted assets or liabilities;Level 2
            -
            Quoted
      prices in markets that are not active, or inputs that are observable
      either directly or indirectly, for substantially the full term of the
      asset or liability;Level
      3
            -
            Prices
      or valuation techniques that require inputs that are both significant to
      the fair value measurement and unobservable (i.e., supported by little or
      no market activity).





ASC Topic
820 provides a list of factors that a reporting entity should evaluate to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability in relation to normal market activity for
the asset or liability. When the reporting entity concludes there has been a
significant decrease in the volume and level of activity for the asset or
liability, further analysis of the information from that market is needed and
significant adjustments to the related prices may be necessary to estimate fair
value in accordance with fair value measurement and disclosure
guidance.  Further, ASC Topic 820 clarifies that when there has been a
significant decrease in the volume and level of activity for the asset or
liability, some transactions may not be orderly, and Union National must
evaluate the weight of evidence to determine whether the transactions are
orderly. It provides a list of circumstances that may indicate that a
transaction is not orderly. A transaction price that is not associated with an
orderly transaction is given little, if any, weight when estimating fair
value.




20


A
description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the
valuation hierarchy, is set forth below.  The valuation methodologies
were applied to all of Union National’s financial assets and financial
liabilities carried at fair value, effective January 1, 2008.  In
addition, Union National adopted fair value measurement and disclosure guidance
for non-financial assets and non-financial liabilities on January 1,
2009.





Securities Available for
Sale


Equity
securities, comprised mostly of financial institutions, traded on a national
securities exchange are reported at fair value using the Level 1 valuation
hierarchy because these securities tend to trade frequently, and quoted prices
are considered active.  Other equity securities, comprised mostly of
smaller financial institutions, traded on the OTC Bulletin Board (“OTCBB”) or
privately are reported at fair value using the Level 2 valuation hierarchy
because these securities tend to trade infrequently, and quoted prices are not
considered active.  Debt securities classified as available for sale
are generally reported at fair value utilizing Level 2 inputs.  For
these securities, Union National obtained 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
inputs are for certain corporate investment security positions that are not
traded in active markets or are subject to transfer restrictions, and/or where
valuations are adjusted to reflect illiquidity and/or
non-transferability.  Such adjustments are generally based on
available market evidence.  In the absence of such evidence,
management’s best estimate is used.  Management’s best estimate
consists of both internal and external support on certain Level 3
investments.  Management only changes Level 3 inputs and assumptions
when corroborated by evidence such as transactions in similar instruments,
completed or pending third-party transactions in the underlying investment or
comparable entities, subsequent transactions or rounds of financing,
recapitalizations and other transactions across the capital structure, offerings
in the equity or debt markets, and changes in financial ratios or cash
flows.  As of September 30, 2010, Union National’s investment
portfolio includes one security with previously recorded impairments, and was
valued based upon current distressed market trading values.  All
principal and interest payments received on this impaired investment security
are fully applied to principal and, as a result, as of September 30, 2010, the
investment security’s carrying value was below distressed trading
levels.





For
quarters ended prior to June 30, 2010, the fair value of impaired securities
valued using Level 3 inputs was determined by calculating the net present value
of the expected future cash flows of each security, with qualitative
risk-adjusted discounting for potential credit risks and nonperformance in the
underlying issuers, and market sector illiquidity concerns.





The
following tables summarize available-for-sale investment securities measured at
fair value on a recurring basis as of September 30, 2010 and December 31, 2009,
segregated by the level of the valuation inputs within the hierarchy utilized to
measure fair value (in thousands).  There were no transfers of
securities between fair value hierarchy classifications Level 1 and Level 2 for
the nine months ended September 30, 2010.





At September 30, 2010Level 1
                    Inputs
                  
                  
                  Level 2
                    Inputs
                  
                  
                  Level 3
                    Inputs
                  
                  
                  Total Fair
                    ValueObligations of State and Political Subdivisions
                  
                  $
                  –
                  
                  
                  $
                  25,613
                  
                  
                  $
                  –
                  
                  
                  $
                  25,613U.S.
      Agency Bonds and Structured Notes
                  
                  
                  –
                  
                  
                  
                  19,500
                  
                  
                  
                  –
                  
                  
                  
                  19,500U.S.
      Agency Mortgage-Backed Securities
                  
                  
                  –
                  
                  
                  
                  1,913
                  
                  
                  
                  –
                  
                  
                  
                  1,913Private
      Issuer Mortgage-Backed Securities
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  70
                  
                  
                  
                  70Equity
      Securities
                  
                  
                  9
                  
                  
                  
                  55
                  
                  
                  
                  –
                  
                  
                  
                  64Total
      Investment Securities
                  
                  $
                  9
                  
                  
                  $
                  47,081
                  
                  
                  $
                  70
                  
                  
                  $
                  47,160




21





At December 31, 2009Level 1
                    Inputs
                  
                  
                  Level 2
                    Inputs
                  
                  
                  Level 3
                    Inputs
                  
                  
                  Total Fair
                    ValueU.S.
      Agency Mortgage-Backed Securities
                  
                  $
                  –
                  
                  
                  $
                  53,394
                  
                  
                  $
                  –
                  
                  
                  $
                  53,394Obligations
      of State and Political Subdivisions
                  
                  
                  –
                  
                  
                  
                  3,815
                  
                  
                  
                  –
                  
                  
                  
                  3,815Private
      Issuer Mortgage-Backed Securities
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  2,638
                  
                  
                  
                  2,638Corporate
      Securities
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  631
                  
                  
                  
                  631Equity
      Securities
                  
                  
                  13
                  
                  
                  
                  55
                  
                  
                  
                  –
                  
                  
                  
                  68Total
      Investment Securities
                  
                  $
                  13
                  
                  
                  $
                  57,264
                  
                  
                  $
                  3,269
                  
                  
                  $
                  60,546





The
following is a reconciliation of the beginning and ending balances of recurring
fair value measurements of certain available-for-sale securities using Level 3
inputs (in thousands):





Available-For-Sale
                      SecuritiesBeginning
      Balance at January 1, 2010
                    
                    $
                    3,269Payments
      received (applied to principal), net of accretion
                    
                    
                    (476
                    )Net
      proceeds received on sales of impaired securities
                    
                    
                    (793
                    )Total
      realized and unrealized lossesIncluded
      in net loss
                    
                    
                    (1,664
                    )Included
      in other comprehensive loss
                    
                    
                    (266
                    )Ending
      Balance at September 30, 2010
                    
                    $
                    70





Certain
financial assets and financial liabilities are measured at fair value on a
nonrecurring basis; that is, the instruments are not measured at fair value on
an ongoing basis, but are subject to fair value adjustments in certain
circumstances (for example, when there is evidence of impairment).





Impaired Loans.Certain impaired loans
are reported at the fair value of the underlying collateral (usually real estate
and/or equipment) if repayment is expected solely from the liquidation of
collateral.  Collateral values are estimated using Level 3 inputs
based upon customized discounting criteria.





The
balance of loans and leases that were considered to be impaired under GAAP was
$5,532,000 and $8,715,000, which consisted of eight and ten loan and lease
relationships to unrelated borrowers, at September 30, 2010 and December 31,
2009, respectively.  At September 30, 2010, two loan relationships
represented $3,640,000 or 66% of the total impaired loans and leases of
$5,532,000.  The overall decrease in impaired loans and leases during
the first nine months of 2010 resulted from certain impaired loans that were
either charged-off or had the real estate collateral transferred to the Bank’s
possession as other real estate owned.  Management continues to
diligently monitor and evaluate the existing portfolio, and identify credit
concerns and risks, including those resulting from the current
economy.





Impaired Loans With a
Related Allowance.  Union National had $5,150,000 and
$5,916,000 of impaired loans and leases with a related allowance for credit
losses at September 30, 2010 and December 31, 2009, respectively. These
consisted of six and five loan and lease relationships to unrelated borrowers,
with a related allowance for credit losses of $1,162,000 and $1,458,000 at
September 30, 2010 and December 31, 2009, respectively.  This group of
impaired loans and leases has a related allowance due to the probability that
the borrower is not able to continue to make principal and interest payments due
under the contractual terms of the loan or lease.  These loans and
leases appear to have insufficient collateral and Union National’s principal may
be at risk; as a result, a related allowance is established to estimate future
potential principal losses.





Repossessed
Assets.Repossessed
assets are reported at fair value on a non-recurring basis. Values are estimated
using Level 3 inputs, based on appraisals that consider the sales prices of
similar assets.




22


Other Real Estate
Owned.Assets included
in other real estate owned are reported at fair value on a non-recurring
basis.  Values are estimated using Level 3 inputs, based on appraisals
that consider the sales prices of properties similar in nature and / or
proximity, and considering estimated liquidation costs.





The
following table summarizes financial assets and financial liabilities measured
at fair value on a nonrecurring basis as of September 30, 2010 and December 31,
2009, segregated by the level of the valuation inputs within the fair value
hierarchy utilized to measure fair value (in thousands):





September 30, 2010Assets:
                  
                  Level 1
                    Inputs
                  
                  
                  Level 2
                    Inputs
                  
                  
                  Level 3
                    Inputs
                  
                  
                  Total Fair
                    ValueImpaired
      Loans
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  3,988
                  
                  
                  $
                  3,988Other
      Real Estate Owned
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  8,418
                  
                  
                  
                  8,418Repossessed
      Assets
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  136
                  
                  
                  
                  136Total
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  12,542
                  
                  
                  $
                  12,542





December 31, 2009Assets:
                  
                  Level 1
                    Inputs
                  
                  
                  Level 2
                    Inputs
                  
                  
                  Level 3
                    Inputs
                  
                  
                  Total Fair
                    ValueImpaired
      Loans
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  4,458
                  
                  
                  $
                  4,458Other
      Real Estate Owned
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  5,383
                  
                  
                  
                  5,383Repossessed
      Assets
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  436
                  
                  
                  
                  436Total
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  10,277
                  
                  
                  $
                  10,277




23


ASC Topic
825, “Financial Instruments” requires disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements.  The estimated fair values of
financial instruments as of September 30, 2010 and December 31, 2009, are set
forth in the table below (in thousands).  The information in the table
should not be interpreted as an estimate of the fair value of Union National in
its entirety since a fair value calculation is only provided for a limited
portion of Union National’s assets and liabilities.  Due to a wide
range of valuation techniques and the degree of subjectivity used in making the
estimates, comparisons between Union National’s disclosures and those of other
companies may not be meaningful.





September 30, 2010
                    
                    
                    December 31, 2009Carrying
                      Amount
                    
                    
                    Fair
                      Value
                    
                    
                    Carrying
                      Amount
                    
                    
                    Fair
                      ValueAssets:Cash
      and Cash Equivalents
                    
                    $
                    49,696
                    
                    
                    $
                    49,696
                    
                    
                    $
                    43,340
                    
                    
                    $
                    43,340Interest-Bearing
      Time Deposits in Other Banks
                    
                    
                    2,792
                    
                    
                    
                    2,835
                    
                    
                    
                    9,229
                    
                    
                    
                    9,252Investment
      Securities Available for Sale
                    
                    
                    47,160
                    
                    
                    
                    47,160
                    
                    
                    
                    60,546
                    
                    
                    
                    60,546Loans
      and Leases, Net
                    
                    
                    322,898
                    
                    
                    
                    315,334
                    
                    
                    
                    333,416
                    
                    
                    
                    317,459Restricted
      Investment in Bank Stocks
                    
                    
                    3,727
                    
                    
                    
                    3,727
                    
                    
                    
                    3,727
                    
                    
                    
                    3,727Accrued
      Interest Receivable
                    
                    
                    1,494
                    
                    
                    
                    1,494
                    
                    
                    
                    1,569
                    
                    
                    
                    1,569Mortgage
      Servicing Assets and Credit Enhancement Fees Receivable
                    
                    
                    48
                    
                    
                    
                    247
                    
                    
                    
                    48
                    
                    
                    
                    267Liabilities:Demand
      and Savings Deposits
                    
                    
                    207,985
                    
                    
                    
                    207,985
                    
                    
                    
                    212,457
                    
                    
                    
                    212,457Time
      Deposits
                    
                    
                    189,560
                    
                    
                    
                    191,420
                    
                    
                    
                    192,308
                    
                    
                    
                    194,218Long-Term
      Debt
                    
                    
                    10,834
                    
                    
                    
                    11,417
                    
                    
                    
                    33,334
                    
                    
                    
                    34,798Junior
      Subordinated Debentures
                    
                    
                    17,341
                    
                    
                    
                    17,251
                    
                    
                    
                    17,341
                    
                    
                    
                    17,017Accrued
      Interest Payable
                    
                    
                    891
                    
                    
                    
                    891
                    
                    
                    
                    938
                    
                    
                    
                    938Off-balance-sheet
      Items:Commitments
      to Extend Credit and Standby Letters of Credit
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –
                    
                    
                    
                    –





The
following methods and assumptions were used by Union National to estimate the
fair value of its financial instruments at September 30, 2010 and December 31,
2009:





Cash and
cash equivalents:
The carrying amounts of cash and short-term investments (U.S. Treasury Bills
with a maturity of less than 60 days) approximate their fair
values.





Interest-bearing
time deposits in other banks:The carrying amounts of
interest-bearing time deposits in other banks approximate their fair
values.  The Bank generally purchases amounts below the insured limit,
limiting the amount of credit risk on these time deposits.





Investment
securities: The
carrying values of securities available for sale (carried at fair value) are
determined by obtaining quoted market prices on nationally recognized securities
exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical
technique used widely in the industry to value debt securities without relying
exclusively on quoted market prices for the specific securities but rather by
relying on the securities’ relationship to other benchmark quoted
prices.  For certain securities which are not traded in active markets
or are subject to transfer restrictions, valuations are adjusted to reflect
illiquidity and/or non-transferability, and such adjustments are generally based
on available market evidence (Level 3).  In the absence of such
evidence, management’s best estimate is used.  Management’s best
estimate consists of both internal and external support on certain Level 3
investments.  Internal cash flow models using a present value formula
that includes assumptions market participants would use along with indicative
exit pricing obtained from broker/dealers (where available) were used to support
fair values of certain Level 3 investments.


24


Loans and
leases: For variable-rate loans that reprice frequently and which entail
no significant changes in credit risk, carrying value approximates fair
value.  The fair value of other loans and leases are estimated by
calculating the present value of future cash flows, discounted at the interest
rates currently being offered for loans with similar terms to borrowers with
similar credit quality.





Restricted
investment in bank stocks: The carrying amounts
reported in the consolidated statements of financial condition for restricted
investment in bank stocks approximate their fair values.





Accrued
interest receivable: The carrying amount of
accrued interest receivable approximates its fair value.





Mortgage
servicing assets and credit enhancement fees receivable: The fair value of servicing
assets and credit enhancement fees receivable is based on the present value of
estimated future cash flows on pools of mortgages stratified by rate and
maturity date.





Deposit
liabilities: The
fair values of deposits with no stated maturities, such as demand deposits,
savings accounts, NOW and money market deposits, equal their carrying amounts,
which represent the amount payable on demand.  Fair values for
fixed-rate certificates of deposit are estimated using a discounted cash flow
calculation that applies interest rates currently being offered on certificates
to a schedule of aggregated expected monthly maturities on time
deposits.





Long-term
debt: The fair
values of long-term debt are estimated using discounted cash flow analyses,
based on Union National's incremental borrowing rates for similar types of
borrowing arrangements.





Junior
subordinated debentures: For floating-rate
debentures, fair value is based on the difference between current interest rates
for similar types of borrowing arrangements and the current coupon
rate.  For debentures that are at a fixed rate for a period of time,
the fair value is determined using discounted cash flow analyses, based on
current interest rates for similar types of borrowing arrangements.





Accrued
interest payable:
The carrying amount of accrued interest payable approximates its fair
value.





Off-balance-sheet
instruments:
Union National's off-balance-sheet instruments consist of commitments to extend
credit, and financial and performance standby letters of credit.  The
estimated fair value is based on fees currently charged to enter into similar
agreements, taking into account the remaining term of the agreements and the
present creditworthiness of the counterparties.  For fixed-rate loan
commitments, fair value also considers the difference between current levels of
interest rates and the committed rates.


25


Note
13 – Comprehensive Income (Loss)





GAAP
requires that recognized revenue, expenses, gains, and losses be included in net
income (loss). Although certain changes in assets and liabilities, such as
unrealized gains and losses on available-for-sale securities, are reported as a
separate component of the equity section of the consolidated statements of
financial condition, such items, along with net income (loss), are components of
comprehensive income (loss).   The components of comprehensive
income (loss) and related tax effects are as follows (in
thousands):





Three Months Ended
                    September 30, 2010
                  
                  
                  Nine Months Ended
                    September 30, 2010Before
                    Tax
                    Amount
                  
                  
                  Tax
                    Impact
                  
                  
                  Net-of-Tax
                    Amount
                  
                  
                  Before
                    Tax
                    Amount
                  
                  
                  Tax
                    Impact
                  
                  
                  Net-of-Tax
                    AmountNet
      Income (Loss)
                  
                  $
                  (18
                  )
                  
                  $
                  (95
                  )
                  
                  $
                  77
                  
                  
                  $
                  (1,711
                  )
                  
                  $
                  (787
                  )
                  
                  $
                  (924
                  )Other
      Comprehensive Income:Unrealized
      Gains (Losses) on Available-for-Sale Securities Arising During the
      Period
                  
                  
                  697
                  
                  
                  
                  237
                  
                  
                  
                  460
                  
                  
                  
                  (173
                  )
                  
                  
                  (59
                  )
                  
                  
                  (114
                  )Reclassification
      Adjustment for Securities Gains included in Net Income
    (Loss)
                  
                  
                  (577
                  )
                  
                  
                  (196
                  )
                  
                  
                  (381
                  )
                  
                  
                  (943
                  )
                  
                  
                  (321
                  )
                  
                  
                  (622
                  )Reclassification
      Adjustment for Impairment Charges on Investment Securities
                  
                  
                  104
                  
                  
                  
                  36
                  
                  
                  
                  68
                  
                  
                  
                  1,664
                  
                  
                  
                  566
                  
                  
                  
                  1,098Other
      Comprehensive Income
                  
                  
                  224
                  
                  
                  
                  77
                  
                  
                  
                  147
                  
                  
                  
                  548
                  
                  
                  
                  186
                  
                  
                  
                  362Total
      Comprehensive Income (Loss)
                  
                  $
                  206
                  
                  
                  $
                  (18
                  )
                  
                  $
                  224
                  
                  
                  $
                  (1,163
                  )
                  
                  $
                  (601
                  )
                  
                  $
                  (562
                  )





Three Months Ended
                    September 30, 2009
                  
                  
                  Nine Months Ended
                    September 30, 2009Before
                    Tax
                    Amount
                  
                  
                  Tax
                    Impact
                  
                  
                  Net-of-Tax
                    Amount
                  
                  
                  Before
                    Tax
                    Amount
                  
                  
                  Tax
                    Impact
                  
                  
                  Net-of-Tax
                    AmountNet
      Income (Loss)
                  
                  $
                  99
                  
                  
                  $
                  (48
                  )
                  
                  $
                  147
                  
                  
                  $
                  (739
                  )
                  
                  $
                  (482
                  )
                  
                  $
                  (257
                  )Other
      Comprehensive Income:Unrealized
      Gains on Available-for-Sale Securities Arising During the
      Period
                  
                  
                  415
                  
                  
                  
                  141
                  
                  
                  
                  274
                  
                  
                  
                  452
                  
                  
                  
                  154
                  
                  
                  
                  298Reclassification
      Adjustment for Cumulative Effect of ASC Topic 320. “Investments – Debt and
      Equity Securities”
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  –
                  
                  
                  
                  306
                  
                  
                  
                  104
                  
                  
                  
                  202Reclassification
      Adjustment for Securities Gains included in Net Income
    (Loss)
                  
                  
                  (397
                  )
                  
                  
                  (135
                  )
                  
                  
                  (262
                  )
                  
                  
                  (1,791
                  )
                  
                  
                  (609
                  )
                  
                  
                  (1,182
                  )Reclassification
      Adjustment for Impairment Charges on Investment Securities
                  
                  
                  170
                  
                  
                  
                  58
                  
                  
                  
                  112
                  
                  
                  
                  1,471
                  
                  
                  
                  500
                  
                  
                  
                  971Other
      Comprehensive Income
                  
                  
                  188
                  
                  
                  
                  64
                  
                  
                  
                  124
                  
                  
                  
                  438
                  
                  
                  
                  149
                  
                  
                  
                  289Total
      Comprehensive Income (Loss)
                  
                  $
                  287
                  
                  
                  $
                  16
                  
                  
                  $
                  271
                  
                  
                  $
                  (301
                  )
                  
                  $
                  (333
                  )
                  
                  $
                  32




26


Note
14 – Proposed Merger





On April
19, 2010, Union National entered into an Agreement and Plan of Merger as amended
and restated as of May 20, 2010 and as of September 1, 2010 (the “Merger
Agreement”), with Donegal Financial Services Corporation (“DFSC”), the parent
company of Province Bank FSB (“Province”), and certain affiliated entities of
DFSC, pursuant to which Union National will merge with and into
DFSC.  DFSC is wholly owned by Donegal Mutual Insurance Company
(“DMIC”) and Donegal Group Inc. (“DGI”).





As part
of the transaction, UNCB will merge with and into Province (the “Bank
Merger”).  The merged bank will operate as a federally-chartered
savings association under a new bank name to be mutually determined by UNCB and
Province and will continue to operate the UNCB offices.





On
September 1, 2010, DFSC and Union National executed an amendment to the
agreement and plan of merger as amended and restated as of May 20, 2010.
The amendment provides that, upon the merger, each share of Union National will
become the right to receive 0.2134 share of Class A common stock of DGI and
that amount of cash as equals $8.25 less the value of 0.2134 share of DGI
Class A common stock, based on the average closing price of DGI
Class A common stock for the five trading days immediately preceding the
date of the merger, but in no event less than $5.05 in cash per Union National
share nor more than $5.90 in cash per Union National share. Union National and
DFSC did not amend the merger agreement in any other respect.





Following
the consummation of the transactions, the executive officers of the merged
entities will include: Donald H. Nikolaus, currently the President of DFSC and
the Chairman of Province, will continue as President of DFSC and Chairman of the
merged bank; Mark D. Gainer, currently Chairman, President and Chief Executive
Officer of Union National and UNCB, will become a Senior Vice President of DFSC
and President and Chief Executive Officer of the merged bank; Gregory J. Diehl,
currently President of Province, will become Executive Vice President and Chief
Operating Officer of the merged bank; and Michael D. Peduzzi, currently
Treasurer and Chief Financial Officer of Union National and Executive Vice
President and Chief Financial Officer of UNCB, will become a Vice President of
DFSC and Executive Vice President and Chief Financial Officer of the merged
bank.  The Directors of DFSC immediately after the merger will be the
Directors of DFSC immediately prior to the merger plus Mark D. Gainer and two
other current members of Union National’s Board of Directors.  In
addition, the Directors of the merged bank immediately after the Bank Merger
will consist of six current Directors of Province and five current Directors of
UNCB.





On
September 16, 2010, Union National’s shareholders, at a special meeting of
shareholders, voted to approve the pending merger with DFSC.  Holders
of more than 85% of outstanding shares voted to approve the merger.





The
transaction is also subject to other customary closing conditions, including the
receipt of regulatory approvals.  If the merger is not consummated
under certain circumstances, Union National has agreed to pay DFSC a termination
fee of $800,000.  Currently, the merger is expected to be completed by
year-end.





The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of the definitive agreement,
which was filed as Exhibit 2.1 to Forms 8-K that were filed by Union National on
April 23, 2010, May 21, 2010 and September 2, 2010.





Through
September 30, 2010, Union National has incurred merger and acquisition related
expenses of $773,000, which include primarily legal and investment banking costs
associated with the proposed merger.


27


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Overview.Management’s
discussion and analysis represents an overview of the financial condition and
results of operations, and highlights the significant changes in the financial
condition and  results of operations, as presented in the accompanying
consolidated financial statements for Union National Financial Corporation
(“Union National”), a bank holding company, and its wholly-owned subsidiary,
Union National Community Bank (the “Bank”).  Union National’s
consolidated financial condition and results of operations consist primarily of
the Bank’s financial condition and results of operations.  Union
National’s trust subsidiaries, Union National Capital Trust I and Union National
Capital Trust II, were established for the purpose of issuing $11,000,000 of
trust capital securities during 2003 and 2004.





Forward Looking
Statements.  This quarterly report contains forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Actual results and trends of Union National Financial Corporation (“Union
National”) and Union National Community Bank (the “Bank”) could differ
materially from those set forth in such statements due to various risks,
uncertainties and other factors. Such risks, uncertainties and other factors
that could cause actual results and experience to differ include, but are not
limited to, the following: strategic initiatives and business plans, including
prospective business combinations, may not be satisfactorily completed or
executed, if at all; increased demand or prices for the Bank’s financial
services and products may not occur; changing economic and competitive
conditions; technological developments; the effectiveness of Union National’s
business strategy due to changes in current or future market conditions; actions
of the U.S. government, the Federal Reserve, the Office of the Comptroller of
the Currency (“OCC”) and other governmental and regulatory bodies for the
purpose of stabilizing the financial markets; enforcement actions with bank
regulatory agencies restricting certain transactions of Union National and the
Bank; effects of deterioration of economic conditions on customers, specifically
the effect on loan customers to repay loans; inability of Union National to
raise or achieve desired or required levels of regulatory capital; paying
significantly higher Federal Deposit Insurance Corporation (“FDIC”) premiums in
the future; the effects of competition, and of changes in laws and regulations,
including industry consolidation and development of competing financial products
and services; interest rate movements; relationships with customers and
employees; challenges in establishing and maintaining operations; volatilities
in the securities markets and related potential impairments of investment
securities; deteriorating economic conditions and declines in housing prices and
real estate values; and other risks and uncertainties, including those detailed
in Union National’s filings with the Securities and Exchange
Commission.   When we use words such as “believes”, “expects”,
“anticipates”, or similar expressions, we are making forward-looking
statements.  Union National undertakes no obligation to publicly
revise or update these forward-looking statements to reflect events or
circumstances that arise after the date of this report.





Readers
should carefully review the risk factors described in the Annual Report and
other documents that we periodically file with the Securities and Exchange
Commission, including our Form 10-K for the year ended December 31, 2009, Union
National’s Forms 10-Q and 8-K, and other reports, that were filed during 2010
with the SEC.


28


Critical Accounting
Policies.Union National’s
consolidated financial statements are prepared based upon the application of
U.S. generally accepted accounting principles (“GAAP”).   The
reporting of our financial condition and results of operations is impacted by
the application of accounting policies by management, some of which are
particularly sensitive and require significant judgments, estimates and
assumptions to be made in matters that are inherently
uncertain.  These accounting policies, along with the disclosures
presented in other financial statement notes and in this financial review,
provide information on how significant assets and liabilities are valued in the
financial statements and how those values are determined.  Management
views critical accounting policies to be those which are highly dependent on
subjective or complex judgments, estimates and assumptions, and where changes in
those estimates and assumptions could have a significant impact on the
consolidated financial statements.  Management currently views the
determination of the allowance for credit losses, the fair value of investment
securities and the fair value of other real estate owned to be critical
accounting policies.





Determination of the
Allowance for Credit Losses. The level of the allowance for credit losses
and the provision for credit losses involve significant estimates by
management.  In evaluating the adequacy of the allowance for credit
losses, management considers the specific collectability of impaired and
nonperforming loans, past loan loss experience, known and inherent risks in the
portfolio, adverse situations that may affect borrowers ability to repay
(including the timing of future payments), the estimated value of any underlying
collateral, composition of the loan portfolio, current economic conditions and
other relevant qualitative factors. While we use available information to make
such evaluations, future adjustments to the allowance for credit losses and the
provision for credit losses may be necessary if economic conditions, loan credit
quality, or collateral issues differ substantially from the factors and
assumptions used in making the evaluation.





Fair Value of Investment
Securities. Investments are carried at fair value with any unrealized
gains and losses, considered to be temporary, reported net of tax as an
adjustment to stockholders’ equity.  In order to determine whether
unrealized losses in the fair value of investment securities reflect
other-than-temporary impairment (“OTTI”), management regularly reviews the
entire portfolio of investment securities for possible impairment, analyzing
factors including, but not limited to, the underlying creditworthiness of the
issuing organization, the length of time for which the fair value of the
investment securities may be less than cost, and independent analysts’ opinions
about circumstances that could affect the performance of the investment
securities.  In assessing potential OTTI for debt securities with fair
values less than cost, other considerations include (i) whether management
intends to sell the security, or (ii) if it is more likely than not that
management will be required to sell the security before recovery, or (iii) if
management does not expect to recover the entire amortized cost basis. In
assessing potential OTTI for equity securities with fair values less than cost,
additional factors include management’s intention and ability to hold the
securities until recovery of any unrealized losses.    After
considering such factors, it is a matter of judgment on the part of management
to make the determination of whether or not the decline in market value is
other-than-temporary.





Fair Value of Other Real
Estate Owned.    Other Real Estate Owned (“OREO”)
includes property acquired through foreclosure, deed in-lieu of foreclosure, and
an in-substance foreclosure.  OREO is held for sale. The carrying
value of the property is recorded at the fair value of the property as
determined based upon an independent appraisal, less estimated costs to sell at
the time of acquisition.  Any excess of the loan balance over the
carrying value of the property at the time of transfer from loans to OREO is
charged to the allowance for credit losses.  Subsequent to the
transfer to OREO, if the sales price of the property less actual costs to sell
is less than the carrying value of the property, the deficiency is charged
against income as a loss on sale. Due to changing market conditions, there are
inherent uncertainties upon liquidation with respect to determining the fair
value of OREO.  Therefore, the amount ultimately realized upon
liquidation may differ from the carrying value reflected in the accompanying
consolidated financial statements.




29


FINANCIAL
CONDITION


Total
assets decreased by $21,572,000 or 4% to $468,072,000 at September 30, 2010 from
$489,644,000 at December 31, 2009.  The decrease was primarily related
to de-leveraging activities, with Union National selling investments and using
excess liquidity to prepay $22,500,000 of FHLB debt during 2010.





Investment Securities.Investment securities were $47,160,000 at September 30, 2010, as compared
to $60,546,000 at December 31, 2009.  All of Union National’s
investment securities were classified as available for sale at September 30,
2010 and December 31, 2009.  Investment securities classified as
available for sale are marketable equity securities, and those debt securities
that we intend to hold for an undefined period of time, but not necessarily to
maturity.  In addition to the investment portfolio generating interest
income, it serves other primary financial management functions such as a
reliable source of liquidity and a tool to manage interest rate
risk.  In order to support these functions, the entire investment
securities portfolio has been designated as being available for
sale.  Any decision to sell an available-for-sale investment security
would be based on various factors, including significant movements in interest
rates, changes in maturity mix of assets and liabilities, liquidity needs,
regulatory capital considerations, reasonable gain realization, changes in the
creditworthiness of the issuing entity, changes in investment strategy and
portfolio mix, and other similar factors. Changes in unrealized gains or losses
on available-for-sale investment securities, net of taxes, are recorded as other
comprehensive income (loss), a component of stockholders’ equity.





Certain
types of mortgage-backed and asset-backed securities are purchased to better
position the investment securities portfolio for a subsequent increase or
decrease in interest rates, as aligned with our interest rate risk
position.  These investment securities may be purchased at premiums or
discounts, with short, mid, or long-term average expected lives or
maturities.  Overall yields on these investment securities will
increase or decrease based on changes in prepayment speeds and subsequent cash
flow reinvestments.





Investment
security purchases and sales generally occur to manage the Bank’s liquidity
requirements, pledging requirements, interest rate risk, and to enhance net
interest margin and capital management.  The investment securities
portfolio is evaluated regularly for possible opportunities to increase earnings
through potential sales or portfolio repositioning.  In the first nine
months of 2010, proceeds of $109,182,000 were received on sales, and $943,000
was recognized in net gains, while investment securities of
$113,460,000  were purchased.





Investment
securities of $39,468,000 and $57,209,000 were pledged to secure certain public,
trust, and government deposits and for other purposes at September 30, 2010 and
December 31, 2009, respectively.





In
addition to the credit risk present in the loan portfolio, we also have credit
risk associated with our investment security holdings.  Based on
recent national economic trends and other factors, we are closely monitoring
credit ratings on our private issuer mortgage-backed security as published by
national statistical rating organizations.





Investment
securities consisted of the following at September 30, 2010 and December 31,
2009, (in thousands):





September 30,
                    2010
                  
                  
                  December 31,
                    2009Market
      Value of Debt Securities
                  
                  $
                  47,096
                  
                  
                  $
                  60,478Market
      Value of Equity Securities
                  
                  
                  64
                  
                  
                  
                  68Total
      Market Value of Investment Securities
                  
                  $
                  47,160
                  
                  
                  $
                  60,546




30


Debt
securities include mortgage-backed securities, obligations of state and
political subdivisions, obligations of U.S. government agencies, structured
notes and corporate securities.  At September 30, 2010, there were
sixteen debt securities with unrealized losses of $56,000 that amounted to 0.4%
of their amortized cost, as compared to December 31, 2009, when there were
twenty-seven debt securities with unrealized losses of $585,000 that amounted to
1.3% of their amortized cost.  Management believes that the unrealized
losses reflect temporary declines primarily due to changes in interest rates and
the yield curve subsequent to the acquisition of specific
securities.  These temporary declines have been provided for in other
comprehensive income (loss).





Equity
securities held are comprised primarily of common stock holdings in other
financial institutions.  There were nine and ten equity securities
with unrealized losses of $13,000 and $11,000 at September 30, 2010 and December
31, 2009, respectively.  Union National has the ability and intent to
hold these investments for a reasonable period of time sufficient for the fair
value of each equity security to increase to Union National’s
cost.  Management does not consider the equity securities to be
other-than-temporarily impaired at September 30, 2010.





As of
September 30, 2010, (i) $9,000 of the fair value of the total investment
securities portfolio was measured using Level 1 inputs as defined by fair value
measurement and disclosure guidance, (ii) $47,081,000 or 99.8% of the fair value
of total investment securities was measured using Level 2 inputs, and (iii)
$70,000 or 0.2% of the fair value of total investment securities was measured
using Level 3 inputs (for additional information, refer to Note 12 – Fair Value Measurement of
Assets and Liabilities and Fair Value of Financial Instruments to the
consolidated financial statements).





The fair
value of Level 3 investment securities decreased to $70,000 at September 30,
2010, as compared to $3,269,000 at December 31, 2009. Of the decrease in value,
$1,664,000 was related to additional other-than-temporary impairment of
investment securities, $476,000 was related to principal and interest payments
received and fully applied to principal, $793,000 was related to net proceeds
received on the sales of impaired investment securities, and $266,000 was
related to net unrealized losses (with a corresponding after-tax impact to
stockholders’ equity of $176,000 recorded as other comprehensive
loss).





In order
to determine whether unrealized losses in the fair value of investment
securities are OTTI, management regularly reviews the entire portfolio of
investment securities for possible impairment, analyzing factors including but
not limited to the underlying creditworthiness of the issuing organization, the
length of time for which the fair value of the investment securities has been
less than cost, and independent analysts’ opinions about circumstances that
could affect the performance of the investment securities. In assessing
potential OTTI for debt securities, other considerations include (i) whether
management intends to sell the security, or (ii) if it is more likely than not
that management will be required to sell the security before recovery, or (iii)
if management does not expect to recover the entire amortized cost
basis.  In assessing potential OTTI for equity securities, additional
factors considered include management’s intention and ability to hold the
securities until recovery of any unrealized losses.





Accounting
Standards Codification (“ASC”) Topic 320, “Investments – Debt and Equity
Securities” provides a list of factors that a reporting entity should evaluate
to determine whether there has been a significant decrease in the volume and
level of activity for the asset or liability in relation to normal market
activity for the asset or liability. When the reporting entity concludes there
has been a significant decrease in the volume and level of activity for the
asset or liability, further analysis of the information from that market is
needed and significant adjustments to the related prices may be necessary to
estimate fair value in accordance with fair value measurement and disclosure
guidance.  Further, fair value measurement and disclosure guidance
clarifies that when there has been a significant decrease in the volume and
level of activity for the asset or liability, some transactions may not be
orderly, and the Corporation must evaluate the weight of evidence to determine
whether the transactions are orderly. The guidance provides a list of
circumstances that may indicate that a transaction is not orderly. A transaction
price that is not associated with an orderly transaction is given little, if
any, weight when estimating fair value.


31




As
discussed more thoroughly in Note 12 – Fair Value Measurement of
Assets and Liabilities and Fair Value of Financial Instruments, the fair
value of these investment securities for quarters ended prior to June 30, 2010,
was determined by calculating the net present value of the expected future cash
flows of each security, with qualitative risk-adjusted discounting for potential
credit risks and nonperformance in the underlying issuers, and market sector
illiquidity concerns. In accordance with ASC Topic 820, when an active market
for a security does not exist, the use of management estimates that incorporate
current market participant expectations of future cash flows, and include
appropriate risk premiums, is acceptable.  For quarters ended prior to
June 30, 2010, management’s judgment was that the facts and circumstances
indicated significant illiquidity and an inactive market for these types of
investments when other relevant observable inputs were not available; therefore,
expected cash flows were used as a reasonable basis in determining the fair
value of the corporate investment securities.





During
2009, four of the Bank’s private issuer securities were downgraded to below
investment grade (another private issuer mortgage-backed security was downgraded
to below investment grade in 2008).  Accordingly, the Bank recorded
$1,504,000 of other-than-temporary impairment charges for the year ended
December 31, 2009 including (i) $859,000 related to three corporate securities
supported primarily by obligations from other financial industry entities, and
(ii) $645,000 related to two private issuer mortgage-backed securities not
guaranteed by the U.S. government ($170,000 of the $1,504,000
other-than-temporary impairment charges for the year ended December 31, 2009,
were recorded in the third quarter of 2009).  Management determined
that at that time, due to severe illiquidity and distress in the financial
markets, the unrealized declines in the value of these investments were
other-than-temporary and credit related, requiring the write-down and related
impairment charge to earnings.  For the securities with impairment
charges recorded, interest income payments received subsequent to impairment
were fully applied to principal further reducing the amortized cost of these
investments.  Also, during 2009, one of the previously impaired
corporate securities (USCap Funding V) was fully impaired, completely
written-off and declared as a worthless asset for tax purposes. This impaired
corporate security had a cumulative credit related OTTI of $936,000 at December
31, 2009.





During
the first quarter of 2010, one of the impaired corporate securities (InCaps
Funding II Senior Note) held at December 31, 2009, was sold for
$277,000.  At the time of the sale, the security had $631,000 of
previously recorded impairments, and an adjusted amortized cost of $272,000,
which resulted in a $5,000 gain recorded on the sale.  The three
remaining impaired securities experienced further downgrades and/or a reduction
in cash flows during the second quarter of 2010.  As a result,
management made the determination to sell the securities.  The Bank
recorded $1,664,000 of other-than-temporary impairment charges for the nine
months ended September 30, 2010, including (i) $1,555,000 related to the two
private issuer mortgage-backed securities not guaranteed by the U.S. government,
and (ii) $109,000 related to one corporate security supported primarily by
obligations from other financial industry entities.





During
the third quarter of 2010, the last corporate security (InCaps Funding II Junior
Note) was sold for $129,000, and one of the private issuer mortgage-backed
securities (Countrywide Alt Ln 2005-75CB A4) was sold for $396,000, which were
the recorded values at the time of the sale. At the time of the sales, the
impaired securities had $639,000 and $1,104,000, respectively, of previously
recorded impairments.




32


As of
September 30, 2010, Union National’s investment portfolio includes one security
with previously recorded impairments, and was valued based upon current
distressed market trading values.  All principal and interest payments
received on this impaired investment security are fully applied to
principal.





As of
September 30, 2010, management determined that further impairments were not
warranted on the one remaining impaired investment security because the carrying
value was below distressed trading levels.





Loans and Leases, Credit Quality and
Credit Risk. Loans and leases at September 30, 2010 were $329,239,000 as
compared to $339,274,000 at December 31, 2009.  Outstanding loans
decreased by $10,035,000 from December 31, 2009 to September 30, 2010, primarily
due to reduced loan demand from creditworthy borrowers and the impact of certain
loans at December 31, 2009, that subsequently involved collateral ownership
transfer to the Bank with such assets being recorded as other real estate owned
(“OREO”) at September 30, 2010, in the Consolidated Statements of Financial
Condition (for additional information, refer to the discussion on
“Non-Performing Assets” on page 36).  Union National continues to
focus lending on creditworthy consumers and businesses, with necessary
consideration given to increased credit risks posed by the current economy and
weak housing and real estate market.  The economy and the housing and
real estate market, and increased unemployment, continue to affect some of Union
National’s borrowers, and may result in additional nonperforming loans and
credit losses.





At
September 30, 2010, the Bank had $67,457,000 of loans specifically pledged to
the FHLB for providing collateral on FHLB long-term debt, as compared to
$72,287,000 of pledged loans at December 31, 2009.





Allowance for Credit
Losses.In accordance with GAAP, the allowance for credit
losses is maintained at a level believed by management to be adequate to absorb
estimated probable loan and lease principal losses.  The allowance for
credit losses is established through provisions charged against net interest
income.  The uncollectible principal portion of impaired loans and
leases is charged against the allowance for credit losses, and subsequent
principal recoveries are credited to the allowance for credit
losses.





Management’s
evaluation of the adequacy of the allowance is based on the Bank’s past loan and
lease loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower’s ability to repay (including the timing
of future payments), the estimated value of any underlying collateral,
composition of the loan portfolio, current economic conditions and other
relevant qualitative factors. This evaluation is inherently subjective as it
requires material estimates including the amounts and timing of future cash
flows expected to be received on impaired loans and leases that may be
susceptible to significant change.


33


The
allowance for credit losses is evaluated based on an assessment of the losses
inherent in the loan and lease portfolio.  This assessment results in an
allowance that consists of specific, general and unallocated components. 
The specific component relates to loans and leases that are classified as
impaired.  For such loans and leases, an allowance is established when (i)
the discounted cash flows, or (ii) collateral value, or (iii) observable market
price of the impaired loan or lease is lower than the carrying value.  The
general component covers all other loans and leases, including criticized loans
that are not impaired, and is based on historical loss experience adjusted for
relevant qualitative factors.  Separate qualitative adjustments are made
for higher-risk criticized loans that are not impaired.  An
unallocated component is maintained to cover uncertainties that could affect our
estimate of probable losses.  The unallocated component of the allowance
reflects the margin of imprecision inherent in the underlying assumptions used
in the methodologies for estimating specific and general losses in the loan and
lease portfolio.





Union
National closely monitors the loan portfolio, and the underlying borrower
financial performance and collateral values, identifying credit concerns and
risks, including those resulting from the uncertain and weakened
economy.  Future adjustments may be necessary to the allowance for
credit losses, and consequently the provision for credit losses, if economic
conditions or loan credit quality differ substantially from the assumptions
management used in the evaluation of the level of the allowance as compared to
the balance of outstanding loans and leases.





The
allowance for credit losses was $6,341,000 at September 30, 2010, as compared to
$5,858,000 at December 31, 2009.  A provision for credit losses of
$1,546,000 was made for the nine months ended September 30, 2010, as compared to
$1,446,000 for the same period in 2009.  The provision for credit
losses for the nine months ended September 30, 2010 (for additional information,
refer to the related discussion on “Provision for Credit Losses” on pages 41 and
45) reflects both the level of charge-offs for the first nine months of 2010,
and the increased credit risk in the loan portfolio, including those resulting
from the current economy and weak real estate market.  With the credit
loss provision for the first nine months of 2010 exceeding net loan charge-offs
by $483,000, and the decrease in the loan and lease portfolio, the allowance for
credit losses increased to 1.93% of loans at September 30, 2010 as compared to
1.73% of loans at December 31, 2009.  Management believes, based on
information then currently available, that the allowance for credit losses as of
September 30, 2010, was adequate to meet probable credit losses at that
date.





The
following table summarizes the changes in the allowance for credit losses for
the three and nine months ended September 30, 2010 and 2009 (dollars in
thousands):





Three Months Ended
                          September 30,
                        
                        
                        Nine Months Ended
                          September 30,2010
                        
                        
                        2009
                        
                        
                        2010
                        
                        
                        2009Allowance
      for Credit Losses, Beginning of Period
                        
                        $
                        5,989
                        
                        
                        $
                        4,364
                        
                        
                        $
                        5,858
                        
                        
                        $
                        4,358Charge-Offs
                        
                        
                        (70
                        )
                        
                        
                        (132
                        )
                        
                        
                        (1,065
                        )
                        
                        
                        (1,065
                        )Recoveries
                        
                        
                        –
                        
                        
                        
                        44
                        
                        
                        
                        2
                        
                        
                        
                        59Net
      Charge-Offs
                        
                        
                        (70
                        )
                        
                        
                        (88
                        )
                        
                        
                        (1,063
                        )
                        
                        
                        (1,006
                        )Addition
      to Provision for Credit Losses
                        
                        
                        422
                        
                        
                        
                        522
                        
                        
                        
                        1,546
                        
                        
                        
                        1,446Allowance
      for Credit Losses, End of Period
                        
                        $
                        6,341
                        
                        
                        $
                        4,798
                        
                        
                        $
                        6,341
                        
                        
                        $
                        4,798Loans
      and Leases – Average
                        
                        $
                        331,515
                        
                        
                        $
                        351,446
                        
                        
                        $
                        334,329
                        
                        
                        $
                        352,401Gross
      Loans and Leases – Actual
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        329,239
                        
                        
                        $
                        342,506Ratio
      of Gross Loans and Leases Charged Off to Average Loans and Leases
      (Annualized)
                        
                        
                        0.08
                        %
                        
                        
                        0.15
                        %
                        
                        
                        0.42
                        %
                        
                        
                        0.40
                        %Ratio
      of The Allowance for Credit Losses to Gross Loans and
    Leases
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1.93
                        %
                        
                        
                        1.40
                        %




34


Impaired Loans. Other
than as described herein, management does not believe there are any significant
trends, events or uncertainties that are reasonably expected to have a material
impact on the loan and lease portfolio to affect future results of operations,
liquidity or capital resources.  However, based on known information,
management believes that the effects of current and past economic conditions and
other unfavorable business conditions may impact certain borrowers’ abilities to
comply with their repayment terms and therefore may have an adverse effect on
future results of operations, liquidity, or capital
resources.  Management closely monitors economic and business
conditions and their impact on borrowers’ financial strength.  For
certain loans and leases, management has determined that it is probable that all
principal and interest payments due according to the contractual terms of the
loan agreements will not be collected. These loans are considered to be impaired
as defined by GAAP.





The
balance of loans and leases that were considered to be impaired under GAAP was
$5,532,000 and $8,715,000, which consisted of eight and ten loan and lease
relationships to unrelated borrowers, at September 30, 2010 and December 31,
2009, respectively.  At September 30, 2010, two loan relationships
represented $3,640,000 or 66% of the total impaired loans and leases of
$5,532,000.  The overall decrease in impaired loans and leases during
the first nine months of 2010 resulted from certain impaired loans that were
either charged-off or had the real estate collateral transferred to the Bank’s
possession as other real estate owned.  Management continues to
diligently monitor and evaluate the existing portfolio, and identify credit
concerns and risks, including those resulting from the current
economy.





Impaired Loans With a
Related Allowance.  Union National had $5,150,000 and
$5,916,000 of impaired loans and leases with a related allowance for credit
losses at September 30, 2010 and December 31, 2009, respectively. These
consisted of six and five loan and lease relationships to unrelated borrowers,
with a related allowance for credit losses of $1,162,000 and $1,458,000 at
September 30, 2010 and December 31, 2009, respectively.  This group of
impaired loans and leases has a related allowance due to the probability that
the borrower is not able to continue to make principal and interest payments due
under the contractual terms of the loan or lease.  These loans and
leases appear to have insufficient collateral and Union National’s principal may
be at risk; as a result, a related allowance is established to estimate future
potential principal losses.





Impaired Loans Without a
Related Allowance.  Union National had $382,000 and $2,799,000
of impaired loans and leases without a related allowance at September 30, 2010
and December 31, 2009, respectively.  These consisted of two and five
separate loan and lease relationships at September 30, 2010 and December 31,
2009, respectively.  The decrease in impaired loans without a related
allowance from December 31, 2009 to September 30, 2010, was related to one
relationship for which management established a related allowance during 2010,
which resulted from continuing stress with certain commercial real estate
property values.  This group of impaired loans and leases is
considered impaired due to the likelihood of the borrower not being able to
continue to make principal and interest payments due under the contractual terms
of the loan or lease.  However, these loans and leases appear to have
sufficient collateral and Union National’s principal does not appear to be at
risk of probable principal losses; as a result, management believes a related
allowance is not necessary.


35


Substandard Loans and
Leases.  Under the Bank’s current internal risk rating system,
loans and leases with a rating of “substandard” that were performing, and not
determined to be impaired, amounted to $34,025,000 and $32,410,000 at September
30, 2010 and December 31, 2009, respectively.  Despite these credits
not being impaired, management believes these substandard credits reflect
increased risks to the loan portfolio, including risks resulting from the
current economy and weak housing and real estate markets.  Management
considered such increased risks in determining the provision for credit losses
(refer to the related discussion on “Provision for Credit
Losses”on pages 41 and 45).Management closely
monitors the loan portfolio, and the underlying borrower financial performance
and collateral values, identifying credit concerns and risks, including those
resulting from the current weak economy and the current weak housing and real
estate market.  Management considers both impaired and these
substandard loans to be potential problem loans, and believes that the current
persisting and weakened economic conditions may result in additional loans being
classified as substandard or nonperforming in future periods.





Non-Performing
Assets.  Nonperforming assets consist of nonperforming loans
and leases, other real estate owned (“OREO”), and repossessed
assets.  The following table provides a summary of nonperforming
assets at September 30, 2010 and December 31, 2009 (dollars in
thousands):





September 30,
                    2010
                  
                  
                  December 31,
                    2009Nonaccruing
      Loans
                  
                  $
                  5,938
                  
                  
                  $
                  8,034Accruing
      Loans – 90 days or more past due
                  
                  
                  366
                  
                  
                  
                  506Total
      Nonperforming Loans and Leases
                  
                  
                  6,304
                  
                  
                  
                  8,540Other
      Real Estate Owned
                  
                  
                  8,418
                  
                  
                  
                  5,383Repossessed
      Assets
                  
                  
                  136
                  
                  
                  
                  436Total
      Nonperforming Assets
                  
                  $
                  14,858
                  
                  
                  $
                  14,359Gross
      Loans and Leases
                  
                  $
                  329,239
                  
                  
                  $
                  339,274Allowance
      for Credit Losses
                  
                  $
                  6,341
                  
                  
                  $
                  5,858Nonperforming
      Loans and Leases as a % of Gross Loans and Leases
                  
                  
                  1.9
                  %
                  
                  
                  2.5
                  %Nonperforming
      Assets as a % of Total Assets
                  
                  
                  3.2
                  %
                  
                  
                  2.9
                  %Allowance
      for Credit Losses as a % of Nonperforming Loans and Leases
                  
                  
                  101
                  %
                  
                  
                  69
                  %





Nonperforming
loans and leases consist of loans and leases that are nonaccruing, and those
that are 90 days or more past due. Nonaccruing loans and leases are no longer
accruing interest income because of apparent financial difficulties of the
borrower.  Interest received on nonaccruing loans and leases is
recorded as income only after the past due principal is brought current and
deemed collectible in full. Total nonperforming loans and leases decreased to
$6,304,000, or 1.9%, of gross loans and leases at September 30, 2010, as
compared to $8,540,000, or 2.5% of gross loans and leases, at December 31,
2009.  The decrease in nonperforming loans and leases primarily
resulted from both increased net charge-offs and certain loans being foreclosed
on in 2010 and reported as OREO in the Consolidated Statements of Financial
Condition at September 30, 2010.  The percentage of nonperforming
loans to gross loans for the five year-end periods ended December 31, 2009, was
an average of 1.2%.


36


OREO
includes assets acquired through foreclosure, deed in-lieu of foreclosure, and
loans identified as in-substance foreclosures.  A loan is classified
as an in-substance foreclosure when effective control of the collateral has been
taken prior to completion of formal foreclosure proceedings.  OREO is
held for sale and is recorded at fair value less estimated costs to
sell.  Costs to maintain OREO and subsequent gains and losses
attributable to OREO liquidation are included in the Consolidated Statements of
Operations in other income and other expense as realized.  No
depreciation or amortization expense is recognized. OREO was $8,418,000 and
$5,383,000 at September 30, 2010 and December 31, 2009,
respectively.  The increase was primarily the result of Union National
foreclosing on two commercial mortgages in 2010. At September 30, 2010,
$7,375,000, or 88% of the total OREO balance, consisted of two large commercial
properties in Lancaster, PA.  The remaining $1,043,000, or 12% of the
total OREO balance, was comprised of five smaller commercial and residential
properties.





Repossessed
assets consist of (i) vehicles and other equipment acquired from lessees, who
defaulted on their contractual lease obligation, and (ii) mobile homes where the
Bank does not own the underlying real estate.  Repossessed assets were
$136,000 and $436,000 at September 30, 2010 and December 31, 2009, respectively.
The decrease in repossessed assets during the first nine months of 2010 resulted
primarily from sales of repossessed assets, as well as the write-down of certain
repossessed leased assets to fair market value, with such write-downs amounting
to $144,000.





Stockholders’ Equity.Stockholders’ equity decreased by $591,000 to $30,745,000 at September
30, 2010, as compared to $31,336,000 at December 31, 2009.  The
decrease in stockholders’ equity was primarily the result of decreases to
retained earnings resulting from the year-to-date net loss and dividends paid to
preferred stockholders, offset by other comprehensive income during the period
and proceeds received through the Dividend Reinvestment Plan
(“DRIP”).





Regulatory
Capital.Bank
regulatory authorities in the United States issue risk-based capital
standards.  These capital standards relate a bank’s capital to the
risk profile of its assets and provide the basis by which all banks are
evaluated in terms of its capital adequacy.  Union National and the
Bank are subject to various regulatory capital requirements administered by the
federal banking agencies.  Failure to meet the minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on our consolidated financial statements.  Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, Union National and the Bank must meet specific capital guidelines that
involve quantitative measures of their assets, liabilities and certain
off-balance sheet items as calculated under regulatory accounting
practices.  The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings and
other factors.





Quantitative
measures established by regulation to ensure capital adequacy require Union
National and the Bank to maintain minimum amounts and ratios of Tier 1 capital
to average assets and of total capital (as defined in the regulations) to
risk-weighted assets.





As of
September 30, 2010 and December 31, 2009, Union National and the Bank exceeded
the current regulatory requirements to be considered a quantitatively “well
capitalized” financial institution, i.e. a leverage ratio exceeding 5%, Tier 1
risk-based capital exceeding 6%, and total risk-based capital exceeding
10%.





In
addition to the above regulatory capital standards, effective September 30,
2009, the OCC established individual minimum capital requirements for the Bank
(for additional information, refer to Note 9 – Enforcement Actions with
Bank Regulatory Agenciesto the consolidated financial statements). The
specific capital requirements established for the Bank were 8% for Tier 1
capital to average total assets, 9.5% for Tier 1 capital to risk-based assets,
and 12% for total capital to risk-based assets.  At September 30,
2010, the Bank’s measure of Tier I capital to average Total assets was 8.44%,
Tier 1 capital to risk-based assets of 10.51% and total capital to risk-based
assets of 13.33%. At September 30, 2010, all three ratios exceeded the
respective individual minimum capital requirements established by the
OCC.




37








Actual
                        
                        
                        Minimum Required
                          For Capital
                          Adequacy Purposes
                        
                        
                        To Be Well-
                          Capitalized Under
                          Prompt Corrective
                          Action ProvisionsAmount
                        
                        
                        Ratio
                        
                        
                        Amount
                        
                        
                        Ratio (1)
                        
                        
                        Amount
                        
                        
                        RatioUnion National Financial
      CorporationSeptember
      30, 2010:Tier
      1 (leverage) capital
                        
                        $
                        40,765
                        
                        
                        
                        8.50
                        %
                        
                        $
                        19,183
                        
                        
                        
                        4.00
                        %
                        
                        
                        N/A
                        
                        
                        
                        N/ATier
      1 risk-based capital
                        
                        
                        40,765
                        
                        
                        
                        10.58
                        
                        
                        
                        15,411
                        
                        
                        
                        4.00
                        
                        
                        
                        N/A
                        
                        
                        
                        N/ATotal
      risk-based capital
                        
                        
                        52,408
                        
                        
                        
                        13.60
                        
                        
                        
                        30,823
                        
                        
                        
                        8.00
                        
                        
                        
                        N/A
                        
                        
                        
                        N/ADecember
      31, 2009:Tier
      1 (leverage) capital
                        
                        $
                        42,036
                        
                        
                        
                        8.52
                        %
                        
                        $
                        19,744
                        
                        
                        
                        4.00
                        %
                        
                        
                        N/A
                        
                        
                        
                        N/ATier
      1 risk-based capital
                        
                        
                        42,036
                        
                        
                        
                        9.93
                        
                        
                        
                        16,929
                        
                        
                        
                        4.00
                        
                        
                        
                        N/A
                        
                        
                        
                        N/ATotal
      risk-based capital
                        
                        
                        53,825
                        
                        
                        
                        12.72
                        
                        
                        
                        33,858
                        
                        
                        
                        8.00
                        
                        
                        
                        N/A
                        
                        
                        
                        N/AUnion National Community
      BankSeptember
      30, 2010:Tier
      1 (leverage) capital
                        
                        $
                        40,357
                        
                        
                        
                        8.44
                        %
                        
                        $
                        19,118
                        
                        
                        
                        4.00
                        %
                        
                        $
                        23,898
                        
                        
                        
                        5.00
                        %Tier
      1 risk-based capital
                        
                        
                        40,357
                        
                        
                        
                        10.51
                        
                        
                        
                        15,361
                        
                        
                        
                        4.00
                        
                        
                        
                        23,041
                        
                        
                        
                        6.00Total
      risk-based capital
                        
                        
                        51,178
                        
                        
                        
                        13.33
                        
                        
                        
                        30,721
                        
                        
                        
                        8.00
                        
                        
                        
                        38,401
                        
                        
                        
                        10.00December
      31, 2009:Tier
      1 (leverage) capital
                        
                        $
                        40,910
                        
                        
                        
                        8.31
                        %
                        
                        $
                        19,686
                        
                        
                        
                        4.00
                        %
                        
                        $
                        24,608
                        
                        
                        
                        5.00
                        %Tier
      1 risk-based capital
                        
                        
                        40,910
                        
                        
                        
                        9.69
                        
                        
                        
                        16,881
                        
                        
                        
                        4.00
                        
                        
                        
                        25,322
                        
                        
                        
                        6.00Total
      risk-based capital
                        
                        
                        52,194
                        
                        
                        
                        12.37
                        
                        
                        
                        33,762
                        
                        
                        
                        8.00
                        
                        
                        
                        42,203
                        
                        
                        
                        10.00





(1)
            The
      OCC requires the Bank to meet higher individual minimum capital ratios
      effective September 30, 2009 (for additional information, refer to Note 9 – Enforcement Actions
      with Bank Regulatory
Agencies).





Included
in Tier 1 regulatory capital of Union National is $10,193,000 of trust capital
securities issued through the UNCT I  and UNCT II subsidiaries of
Union National.  The balance of these trust capital securities,
$807,000, is included in Tier 2 regulatory capital of Union
National.  Additionally, included in Tier 2 regulatory capital of the
Bank and Union National is $6,000,000 of junior subordinated debentures issued
by the Bank.  These securities would become callable if the Federal
Reserve makes a determination that trust capital securities can no longer be
considered in regulatory capital.





Regulatory
capital requirements may be increased in the future.  Union National
will closely monitor and evaluate its capital position as the regulatory capital
environment changes, and if regulatory capital requirements are
changed.





Restrictions. Banking
regulations limit the amount of investments, loans, extensions of credit and
advances the Bank can make to Union National at any time to 10% of the Bank’s
total regulatory capital.  At September 30, 2010, this limitation
amounted to approximately $5,118,000. These regulations also require any such
investment, loan, extension of credit or advance to be secured by securities
having a market value in excess of the amount thereof.




38


The Bank
is subject to certain restrictions in connection with the payment of
dividends.  National banking laws require the approval of the Office
of the Comptroller of the Currency if the total of all dividends declared by a
national bank in any calendar year exceeds the net profits of the Bank for that
year (as defined)  combined with the Bank’s retained net operating
results for the preceding two calendar years.  Under this formula, the
Bank’s retained net operating results for the preceding two calendar years was
($189,000).  The Bank had a net loss of $554,000 for the nine months
ended September 30, 2010, restricting the Bank from declaring or making any
dividend payment to Union National at September 30, 2010.





On
January 28, 2010, Union National entered into an informal Memorandum of
Understanding with the Federal Reserve Bank (“FRB”) of
Philadelphia.  The Memorandum of Understanding, which is not a
“written agreement” for purposes of Section 8 of the Federal Deposit Insurance
Act, requires, among other things, Union National to seek prior approval by the
FRB before Union National (i) declares or pays dividends to shareholders, (ii)
distributes interest, principal or other sums on UNCT I and UNCT II junior
subordinated debentures, and (iii) incurs, increases or guarantees any
additional debt.  The FRB approved Union National’s request to pay
preferred stock dividends and distributions on its two issuances of
trust-preferred securities for the first and second quarters of
2010.  Union National made a similar request for the third quarter of
2010, but the FRB denied the request.  Accordingly, Union National has
acted to suspend the preferred stock dividend and to defer distributions on its
trust-preferred securities indefinitely.  Distributions on one class
of trust preferred securities, issued by UNCT I, were scheduled for July 23,
2010 and distributions on the other class, issued by UNCT II, were scheduled for
August 23, 2010.  Dividend payments on the preferred stock were
scheduled for July 31, 2010.  Union National’s preferred stock is
non-cumulative so the suspension of dividends will not result in any accrued
dividend liability.  The deferral of distributions on the
trust-preferred securities will continue to accrue as interest expense payable
by Union National.  Union National is prohibited from declaring or
paying any dividends on its common stock or preferred stock while distributions
on the trust-preferred securities are in arrears.




39


RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND
2009





Overview. Union National
reported net income available to common stockholders of $77,000 for the third
quarter of 2010, as compared to net income available to common stockholders of
$147,000 for the same period in 2009.  Basic and diluted earnings per
common share were $0.03 for the third quarter of 2010, as compared to $0.05 for
the same period in 2009.





The third
quarter of 2010 operating results also reflect merger and acquisition related
expenses of $337,000 (for additional information, refer to Note 14 – Proposed Merger to
the unaudited consolidated financial statements).





The
discussion that follows further explains the changes in the components of the
operating results when comparing the three months ended September 30, 2010 to
the same period in 2009.





Net Interest
Income.Net interest income, our primary source of revenue, is
the amount by which interest income on loans and investments exceeds interest
incurred on deposits and borrowings.  The amount of net interest
income is affected by changes in interest rates and by changes in the volume and
mix of interest-sensitive assets and liabilities.  Net interest income
and corresponding yields are presented in the discussion and analysis below on a
taxable-equivalent basis.  Income from tax-exempt assets, primarily
loans to or securities issued by state and local governments, is adjusted by an
amount equivalent to the federal income taxes which would have been paid if the
income received on these assets was taxable at the statutory rate of
34%.





Although
the effective interest rate impact on earning assets and funding sources can be
reasonably estimated at current interest rate levels, the options selected by
customers, and the future mix of the loan, investment and deposit products in
the Bank’s portfolios, may significantly change the estimates used in the
simulation models. In addition, our net interest income may be impacted by
further interest rate actions of the Federal Reserve Bank and movements in the
London Interbank Offered Rate (“LIBOR”) upon which certain variable rate loans
and debentures are priced.





Net
interest income as adjusted for tax-exempt financial instruments was $3,628,000
for the three months ended September 30, 2010, as compared to $3,435,000 for the
same period in 2009.  A benefit of a lower cost of funds resulted in
less interest paid on average interest-bearing liabilities, which more than
offset the decrease in the yield on interest-earning assets, which resulted in a
higher net interest margin for the three months ended September 30, 2010, as
compared to the same period in 2009.  The taxable-equivalent net
interest margin percentage for the third quarter of 2010 was 3.39%, as compared
to 2.89% for the same period in 2009.  The interest rate paid on
average interest-bearing liabilities decreased by 60 basis points to 1.91% for
the three months ended September 30, 2010, as compared to 2.51% for the same
period in 2009.  The yield on interest-earning assets decreased by 9
basis points to 5.06% for the three months ended September 30, 2010, as compared
to 5.15% for the same period in 2009.





Interest
and fees on loans and leases, on a taxable-equivalent basis, decreased by
$577,000, or 10%, to $5,057,000 for the three months ended September 30, 2010,
as compared to $5,634,000 for the same period in 2009. The decrease in interest
and fees on loans and leases primarily resulted from the decrease in loans
outstanding.  The average balance of loans and leases decreased by
$19,931,000 for the three months ended September 30, 2010, as compared to the
same period in 2009, due to reduced loan demand from creditworthy borrowers, the
impact of nearly $10 million of loan participations sold for capital and risk
management purposes in the third quarter of 2009, and the impact of
approximately $8.7 million of loan assets that were ultimately transferred to
OREO since September 30, 2009.  The average yield decreased by 31
basis points to 6.05% for the three months ended September 30, 2010, as compared
to 6.36% for the same period in 2009. The variable rate structure of many of
Union National’s loans reduced the overall yield due to the persistent low
market interest rates.


40





Interest
and dividends earned on investment securities on a taxable-equivalent basis
decreased by $113,000, or 28%, to $292,000 for the three months ended September
30, 2010, as compared to $405,000 for the same period in 2009.  The
decrease in interest and dividends earned on investment securities primarily
resulted from a decrease in the average balance of investment securities, which
decreased by $36,142,000 for the three months ended September 30, 2010, as
compared to the same period in 2009.  The substantial portion of this
decrease funded the prepayment of $20,000,000 of FHLB debt in the third quarter
of 2010.  Proceeds from investment maturities and sales were
re-invested at higher yields, as a result, the average yield on investment
securities increased by 82 basis points to 2.95% for the three months ended
September 30, 2010, as compared to 2.13% for the same period in 2009, which
slightly offset the impact of a decrease in interest and dividends earned on
investment securities resulting from the decrease in the average balance of
investment securities.





Interest
expense on deposits decreased by $630,000, or 31%, to $1,392,000 for the three
months ended September 30, 2010, as compared to $2,022,000 for the same period
in 2009.  The decrease in interest expense on deposits was primarily
driven by a decrease of 53 basis points in the average rate paid on
deposits.  The average rate paid on deposits was 1.64% for the third
quarter of 2010, as compared to 2.17% for the same period in 2009.





Interest
expense on long-term debt decreased by $270,000, or 58%, to $198,000 for the
three months ended September 30, 2010, as compared to $468,000 for the same
period in 2009.  Union National continued to take measures to reduce
its cost of borrowings, prepaying $22,500,000 and $17,000,000 of higher-cost
long-term debt in the first nine months of 2010 and for the full year of 2009,
respectively, which contributed to a $20,489,000 decrease in the average balance
of long-term debt for the third quarter of 2010, as compared to the same period
in 2009.





Provision for Credit
Losses.  The provision for credit losses is an expense charged
against net interest income to provide for estimated losses attributable to
uncollectible loans and leases.  The provision is based on
management’s analysis of the adequacy of the allowance for credit
losses.  The provision for credit losses was $422,000 for the three
months ended September 30, 2010, as compared to $522,000 for the same period in
2009.  The provision for both periods reflects both the level of
charge-offs for the respective period and the increased credit risk related to
the loan portfolio at September 30, 2010, as compared to September 30, 2009
(refer to the related discussions on the “Allowance for Credit Losses” on page
33 and “Substandard Loans and Leases” on page 36).  Management closely
monitors the loan portfolio and the adequacy of the allowance for credit loss
reserve considering underlying borrower financial performance and collateral
values, and increasing credit risks.  Future material adjustments may
be necessary to the provision for credit losses, and consequently the allowance
for credit losses, if economic conditions or loan credit quality differ
substantially from the assumptions we used in making our evaluation of the level
of the allowance for credit losses as compared to the balance of outstanding
loans and leases.


41


Non-Interest
Income.  Non-interest income increased by $181,000, or 13%, to
$1,608,000 for the three months ended September 30, 2010, as compared to
$1,427,000 for the same period in 2009. Increases (decreases) in the components
of non-interest income when comparing the three months ended September 30, 2010
to the same period in 2009, are as follows (in thousands):





Three Months Ended
                  September 30,
                
                
                IncreaseNon-Interest Income
                
                2010
                
                
                2009
                
                
                (Decrease)Service
      Charges on Deposit Accounts
                
                $
                459
                
                
                $
                588
                
                
                $
                (129
                )Other
      Service Charges, Commissions, Fees
                
                
                305
                
                
                
                294
                
                
                
                11Alternative
      Investment Sales Commissions
                
                
                189
                
                
                
                125
                
                
                
                64Income
      from Fiduciary Activities
                
                
                43
                
                
                
                39
                
                
                
                4Earnings
      from Bank-Owned Life Insurance
                
                
                99
                
                
                
                108
                
                
                
                (9
                )Other
      Income
                
                
                40
                
                
                
                46
                
                
                
                (6
                )Net
      Gain on Sale of Investment Securities
                
                
                577
                
                
                
                397
                
                
                
                180Other-than-temporary
      Impairments (“OTTI”) of Securities
                
                
                (104
                )
                
                
                (170
                )
                
                
                66Portion
      of OTTI Recognized in Other Comprehensive Income
                
                
                –
                
                
                
                –
                
                
                
                –Net
      OTTI Losses on Securities
                
                
                (104
                )
                
                
                (170
                )
                
                
                66Total
      Non-Interest Income
                
                $
                1,608
                
                
                $
                1,427
                
                
                $
                181





A
significant portion of the $181,000 increase in non-interest income was related
to investment securities activities. The third quarter of 2010 included $577,000
in net gains on the sale of investment securities, as compared to $397,000 for
the same period in 2009.  Additionally, the third quarter of 2010
included $104,000 in other-than-temporary investment impairment charges, as
compared to $170,000 for the same period in 2009. The impairment charges for
both periods are reflective of investment rating downgrades on private-issuer
mortgage-backed securities and corporate securities, resulting in values being
reduced to reflect distressed market conditions and lower investment cash
flows.





During
the third quarter of 2010, new regulations took effect, which requires Union
National to receive the customer’s permission before covering overdrafts for
debit card transactions made with ATM or debit cards.  The
implementation of this new legislation significantly reduced income related to
service charges on deposit accounts.





Non-Interest
Expense.  Non-interest expense was $4,731,000 for the three
months ended September 30, 2010, as compared to $4,167,000 for the same period
in 2009.  Increases (decreases) in the components of non-interest
expense when comparing the three months ended September 30, 2010, to the same
period in 2009, are as follows (in thousands):


Three Months Ended
                    September 30,
                  
                  
                  IncreaseNon-Interest Expense
                  
                  2010
                  
                  
                  2009
                  
                  
                  (Decrease)Salaries,
      Wages, and Employee Benefits
                  
                  $
                  1,737
                  
                  
                  $
                  1,680
                  
                  
                  $
                  57Net
      Occupancy
                  
                  
                  439
                  
                  
                  
                  414
                  
                  
                  
                  25Data
      and ATM Processing
                  
                  
                  434
                  
                  
                  
                  406
                  
                  
                  
                  28Professional
      Fees and Regulatory Assessments
                  
                  
                  273
                  
                  
                  
                  316
                  
                  
                  
                  (43
                  )Furniture
      and Equipment
                  
                  
                  203
                  
                  
                  
                  227
                  
                  
                  
                  (24
                  )FDIC
      Insurance
                  
                  
                  236
                  
                  
                  
                  238
                  
                  
                  
                  (2
                  )Pennsylvania
      Shares Tax
                  
                  
                  95
                  
                  
                  
                  89
                  
                  
                  
                  6Advertising
      and Marketing
                  
                  
                  41
                  
                  
                  
                  42
                  
                  
                  
                  (1
                  )Supplies
      and Postage
                  
                  
                  69
                  
                  
                  
                  66
                  
                  
                  
                  3Merger
      and Acquisition Expenses
                  
                  
                  337
                  
                  
                  
                  –
                  
                  
                  
                  337Other
      Expense
                  
                  
                  867
                  
                  
                  
                  689
                  
                  
                  
                  178Total
      Non-Interest Expense
                  
                  $
                  4,731
                  
                  
                  $
                  4,167
                  
                  
                  $
                  564




42





Non-interest
expense for the third quarter of 2010 reflects merger and acquisition related
expenses of $337,000. These expenses are comprised of primarily merger-related
legal and investment banking fees. As previously disclosed, Union National
entered into the Merger Agreement on April 19, 2010, as amended and restated as
of May 20, 2010 and as amended on September 1, 2010, with DFSC pursuant to which
Union National will merge with and into DFSC. If the transaction is approved by
the regulators, and meets all closing conditions, Union National Community Bank
also will merge with and into Province. On September 16, 2010, Union National’s
shareholders, at a special meeting of shareholders, voted to approve the pending
merger with DFSC.  Holders of more than 85% of the outstanding shares
voted to approve the merger.





The
increase in other expense was primarily the result of $384,000 of FHLB debt
prepayment penalties incurred during the three months ended September 30, 2010,
as compared to similar debt prepayment penalties of $143,000 for the same period
in 2009.





Income Taxes.An
income tax benefit of $95,000 and $48,000 was recorded for the three months
ended September 30, 2010 and 2009, respectively.  For the three months
ended September 30, 2010, the income tax benefit resulted from a pre-tax loss as
well as from the benefits of tax-exempt income. For the three months ended
September 30, 2009, the income tax benefit resulted primarily from the benefits
of tax-exempt income. Generally, Union National’s effective tax rate is below
the statutory rate due to tax-exempt earnings on loans, investments, and
bank-owned life insurance, and the impact of tax credits.


43


RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





Overview. Union National
reported a net loss available to common stockholders of ($959,000) or basic and
diluted losses per common share of ($0.34) for the nine months ended September
30, 2010, as compared to a net loss available to common stockholders of
($257,000) or basic and diluted losses per common share of ($0.09) for the same
period in 2009.





The
discussion that follows further explains the changes in the components of the
operating results when comparing the nine months ended September 30, 2010 to the
same period in 2009.





Net Interest
Income.  Net
interest income as adjusted for tax-exempt financial instruments was $10,377,000
for the nine months ended September 30, 2010, as compared to $9,493,000 for the
same period in 2009.  A benefit of a lower cost of funds resulted in
less interest paid on average interest-bearing liabilities, which more than
offset the decrease in the yield on interest-earning assets, which resulted in a
higher net interest margin for the first nine months of 2010, as compared to the
same period in 2009.  The taxable-equivalent net interest margin
percentage for the first nine months of 2010 was 3.14%, as compared to 2.71% for
the same period in 2009.  The interest rate paid on average
interest-bearing liabilities decreased by 69 basis points to 2.09% for the first
nine months of 2010, as compared to 2.78% for the same period in
2009.  The yield on interest-earning assets decreased by 23 basis
points to 4.99% for the first nine months of 2010, as compared to 5.22% for the
same period in 2009.





Interest
and fees on loans and leases, on a taxable-equivalent basis, decreased by
$1,459,000 or 9%, to $15,143,000 for the nine months ended September 30, 2010,
as compared to $16,602,000 for the same period in 2009. The decrease in interest
and fees on loans and leases primarily resulted from the decrease in loans
outstanding. The average balance of loans and leases decreased by $18,072,000
for the first nine months of 2010, as compared to the same period in 2009 due to
reduced loan demand from creditworthy borrowers, the impact of nearly $10
million of loan participations sold for capital and risk management purposes in
the third quarter of 2009, and the impact of approximately $8.7 million of loans
that were ultimately transferred to OREO since September 30,
2009.  The average yield on loans decreased by 24 basis points to
6.06% for the first nine months of 2010, as compared to 6.30% for the same
period in 2009.  The variable rate structure of many of Union
National’s loans reduced the overall yield due to the persistent low market
interest rates.





Interest
and dividends earned on investment securities on a taxable-equivalent basis
decreased by $359,000 or 24%, to $1,148,000 for the nine months ended September
30, 2010, as compared to $1,507,000 for the same period in 2009.  The
decrease in interest and dividends earned on investment securities primarily
resulted from a decrease in the average balance of investment securities, which
decreased by $17,824,000 for the first nine months of 2010, as compared to the
same period in 2009. The substantial portion of this decrease funded the
prepayment of $20,000,000 of FHLB debt in the third quarter of
2010.  Proceeds from investment maturities and sales were re-invested
at higher yields, as a result, the average yield on investment securities
increased by 8 basis points to 2.98% for the nine months ended September 30,
2010, as compared to 2.90% for the same period in 2009, which slightly offset
the impact of a decrease in interest and dividends earned on investment
securities resulting from the decrease in the average balance of investment
securities.





Interest
expense on deposits decreased by $1,973,000, or 30%, to $4,567,000 for the nine
months ended September 30, 2010, as compared to $6,540,000 for the same period
in 2009.  The decrease in interest expense on deposits was primarily
driven by a decrease of 64 basis points in average rate paid on
deposits.  The average rate paid on deposits was 1.76% for the first
nine months of 2010, as compared to 2.40% for the same period in
2009.





Interest
expense on long-term debt decreased by $647,000 or 40%, to $982,000 for the nine
months ended September 30, 2010, as compared to $1,629,000 for the same period
in 2009.  Union National continued to take measures to reduce its cost
of borrowings, prepaying $22,500,000 and $17,000,000 of higher-cost long-term
debt in 2010 and for the full year of 2009, respectively, which contributed to a
$16,473,000 decrease in the average balance of long-term debt for the first nine
months of 2010, as compared to the same period in 2009.


44





Provision for Credit
Losses.  The provision for credit losses was $1,546,000 for the
nine months ended September 30, 2010, as compared to $1,446,000 for the same
period in 2009.  The provision for both periods reflects both the
level of charge-offs and the increased credit risk related to the loan portfolio
at September 30, 2010, as compared to September 30, 2009 (refer to the related
discussions on the “Allowance for Credit Losses” on page 33 and “Substandard
Loans and Leases” on page 36).  Management continues to closely
monitor the loan portfolio and the adequacy of the allowance for credit loss
reserve considering underlying borrower financial performance and collateral
values, and increasing credit risks. Future material adjustments may be
necessary to the provision for credit losses, and consequently the allowance for
credit losses, if economic conditions or loan credit quality differ
substantially from the assumptions we used in making our evaluation of the level
of the allowance for credit losses as compared to the balance of outstanding
loans and leases.





Non-Interest
Income.  Non-interest income decreased by $1,401,000, or 34%,
to $2,683,000 for the nine months ended September 30, 2010, as compared to
$4,084,000 for the same period in 2009. Increases (decreases) in the components
of non-interest income when comparing the nine months ended September 30, 2010
to the same period in 2009, are as follows (in thousands):





Nine Months Ended September
                  30,
                
                
                IncreaseNon-Interest Income
                
                2010
                
                
                2009
                
                
                (Decrease)Service
      Charges on Deposit Accounts
                
                $
                1,415
                
                
                $
                1,601
                
                
                $
                (186
                )Other
      Service Charges, Commissions, Fees
                
                
                909
                
                
                
                858
                
                
                
                51Alternative
      Investment Sales Commissions
                
                
                523
                
                
                
                428
                
                
                
                95Income
      from Fiduciary Activities
                
                
                131
                
                
                
                132
                
                
                
                (1
                )Earnings
      from Bank-Owned Life Insurance
                
                
                303
                
                
                
                323
                
                
                
                (20
                )Other
      Income
                
                
                123
                
                
                
                422
                
                
                
                (299
                )Net
      Gain on Sale of Investment Securities
                
                
                943
                
                
                
                1,791
                
                
                
                (848
                )Other-than-temporary
      Impairments (“OTTI”) of Securities
                
                
                (1,664
                )
                
                
                (1,471
                )
                
                
                (193
                )Portion
      of OTTI Recognized in Other Comprehensive Income
                
                
                –
                
                
                
                –
                
                
                
                –Net
      OTTI Losses on Securities
                
                
                (1,664
                )
                
                
                (1,471
                )
                
                
                (193
                )Total
      Non-Interest Income
                
                $
                2,683
                
                
                $
                4,084
                
                
                $
                (1,401
                )





A
significant portion of the $1,401,000 decrease in non-interest income was
related to investment securities activities. Net gains on the sale of investment
securities were $943,000 for the nine months ended September 30, 2010, as
compared to $1,791,000 for the same period in 2009.  Additionally,
other-than-temporary investment impairment charges were $1,664,000 for the nine
months ended September 30, 2010, as compared to $1,471,000 for the same period
in 2009. The impairment charges for both periods are reflective of investment
rating downgrades on private-issuer mortgage-backed securities and corporate
securities, and lower realized and expected investment cash flows, resulting in
values being reduced.





Other
income decreased by $299,000 for the nine months ended September 30, 2010, as
compared to the same period in 2009, which was primarily the result of other
income recorded during the second quarter 2009 from an insurance payment to
Union National in recovery of a 2008 fidelity bond claim.  There was
no such insurance recovery for the nine months ended September 30,
2010.





During
the third quarter of 2010, new regulations took effect, which requires Union
National to receive the customer’s permission before covering overdrafts for
debit card transactions made with ATM or debit cards.  The
implementation of this new legislation significantly reduced income related to
service charges on deposit accounts.


45


Non-Interest
Expense.  Non-interest expense was $13,037,000 for the nine
months ended September 30, 2010, as compared to $12,661,000 for the same period
in 2009.  Increases (decreases) in the components of non-interest
expense when comparing the nine months ended September 30, 2010, to the same
period in 2009, are as follows (in thousands):





Nine Months Ended
                    September 30,
                  
                  
                  IncreaseNon-Interest Expense
                  
                  2010
                  
                  
                  2009
                  
                  
                  (Decrease)Salaries,
      Wages, and Employee Benefits
                  
                  $
                  5,198
                  
                  
                  $
                  5,297
                  
                  
                  $
                  (99
                  )Net
      Occupancy
                  
                  
                  1,343
                  
                  
                  
                  1,313
                  
                  
                  
                  30Data
      and ATM Processing
                  
                  
                  1,301
                  
                  
                  
                  1,236
                  
                  
                  
                  65Professional
      Fees and Regulatory Assessments
                  
                  
                  685
                  
                  
                  
                  817
                  
                  
                  
                  (132
                  )Furniture
      and Equipment
                  
                  
                  641
                  
                  
                  
                  713
                  
                  
                  
                  (72
                  )FDIC
      Insurance
                  
                  
                  703
                  
                  
                  
                  898
                  
                  
                  
                  (195
                  )Pennsylvania
      Shares Tax
                  
                  
                  286
                  
                  
                  
                  267
                  
                  
                  
                  19Advertising
      and Marketing
                  
                  
                  131
                  
                  
                  
                  159
                  
                  
                  
                  (28
                  )Supplies
      and Postage
                  
                  
                  188
                  
                  
                  
                  214
                  
                  
                  
                  (26
                  )Merger
      and Acquisition Expenses
                  
                  
                  773
                  
                  
                  
                  –
                  
                  
                  
                  773Other
      Expense
                  
                  
                  1,788
                  
                  
                  
                  1,747
                  
                  
                  
                  41Total
      Non-Interest Expense
                  
                  $
                  13,037
                  
                  
                  $
                  12,661
                  
                  
                  $
                  376





Non-interest
expense for 2010 reflects merger and acquisition related expenses of $773,000.
These expenses are comprised of primarily merger-related legal and investment
banking fees. As previously disclosed, Union National entered into the Merger
Agreement on April 19, 2010, as amended and restated as of May 20, 2010 and as
amended on September 1, 2010, with DFSC pursuant to which Union National will
merge with and into DFSC. If the transaction is approved by the regulators, and
meets all closing conditions, Union National Community Bank also will merge with
and into Province. On September 16, 2010, Union National’s shareholders, at a
special meeting of shareholders, voted to approve the pending merger with
DFSC.  Holders of more than 85% of the outstanding shares voted to
approve the merger.





As noted
in the table below (in thousands), operating results also reflect lower Federal
Deposit Insurance Corporation (“FDIC”) insurance assessments when comparing the
nine months ended September 30, 2010, to the same period in
2009.  FDIC base insurance assessments amounted to $703,000 for the
nine months ended September 30, 2010, representing a $42,000 or 6% increase over
the same period in 2009.  The increase in FDIC base insurance
assessments was the direct result of increased base assessment rates, as
determined by the FDIC.  Additionally, the nine months ended September
30, 2009, included $237,000 related to an FDIC special assessment on
deposit-insured institutions.  There was no such special assessment in
the first nine months of 2010.





Nine Months Ended
                    September 30,
                  
                  
                  IncreaseFDIC Insurance Expense
                  
                  2010
                  
                  
                  2009
                  
                  
                  (Decrease)Base
      Insurance Assessments
                  
                  $
                  703
                  
                  
                  $
                  661
                  
                  
                  $
                  42Special
      Insurance Assessments
                  
                  
                  –
                  
                  
                  
                  237
                  
                  
                  
                  (237
                  )Total
      FDIC Insurance Expense
                  
                  $
                  703
                  
                  
                  $
                  898
                  
                  
                  $
                  (195
                  )





The
increase in other expense was primarily the result of expenses associated with
OREO and repossessed assets for the nine months ended September 30, 2010, as
compared to the same period in 2009.


46


Income Taxes.An
income tax benefit of $787,000 and $482,000 was recorded for the nine months
ended September 30, 2010 and 2009, respectively.  For both of these
periods, the benefit resulted from a pre-tax loss as well as the benefits of
tax-exempt income.  Generally, Union National’s effective tax rate is
below the statutory rate due to tax-exempt earnings on loans, investments, and
bank-owned life insurance, and the impact of tax credits.  The
realization of deferred tax assets is dependent upon future
earnings.   Management anticipates that future earnings will be
adequate to fully utilize deferred tax assets.





LIQUIDITY


The
Bank’s objective is to maintain adequate liquidity to meet funding needs at a
reasonable cost and to provide contingency plans to meet unanticipated funding
needs or a loss of funding sources, while minimizing interest rate
risk.  Adequate liquidity provides resources for credit needs of
borrowers, for depositor withdrawals and for funding corporate
operations.  Sources of liquidity are as follows:





·
            A
      growing core retail deposit base;


·
            Proceeds
      from the sale or maturity of investment
  securities;


·
            Payments
      received on loans and mortgage-backed securities;
  and,


·
            Overnight
      correspondent bank borrowings credit lines, and borrowing capacity
      available from the Federal Reserve Bank and the Federal Home Loan Bank of
      Pittsburgh.





Management
believes that the Bank’s core deposits remain fairly
stable.  Liquidity and funds management is governed by policies and
measured on a daily basis, with supplementary weekly and monthly
analyses.  These measurements indicate that liquidity generally
remains stable and exceeds our minimum defined levels of adequacy. Other than
the trends of continued competitive pressures and volatile interest rates, there
are no 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.





The Bank
had liquid assets of $49,691,000 at September 30, 2010.





OFF-BALANCE
SHEET COMMITMENTS


In the
normal course of business, we are party to financial instruments with
off-balance sheet risk to meet the financing needs of our
customers.  These financial instruments include commitments to extend
credit and standby letters of credit.  Total commitments to extend
credit amounted to $106,822,000 at September 30, 2010 as compared to
$110,791,000 at December 31, 2009.  Total standby letters of credit
amounted to $4,911,000 at September 30, 2010 as compared to $6,199,000 at
December 31, 2009.





In
addition, in the normal course of business operations, we routinely enter into
contracts for services. These contracts may require payment for services to be
provided in the future and may also contain penalty clauses for the early
termination of the contracts. In January 2007, the contract with our core data
processor was renegotiated, resulting in a new maturity date of November
2013.  Any early termination will require the payment of a substantial
penalty.  For the three months ended September 30, 2010, there has
been no material change in contracts for services since this contract was
renegotiated.





REGULATORY
MATTERS


From time
to time, various types of federal and state legislation have been proposed that
could result in additional regulation of, and restrictions on, the business of
Union National and the Bank.  As a consequence of the extensive
regulation of commercial banking activities in the United States, Union
National’s and the Bank’s business is particularly susceptible to being affected
by federal and state legislation and regulations that may increase the cost of
doing business.  Also, Union National is susceptible to changes in tax
law that may increase the cost of doing business or impact Union National’s
ability to realize the value of deferred tax assets. Further, the business of
Union National is affected by the state of the financial services industry in
general.  Please refer to Note 9 – Enforcement Actions with
Bank Regulatory Agencies to the consolidated financial statements for a
discussion on specific regulatory matters impacting Union
National.


47


ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required for smaller reporting companies.





ITEM
4.  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and
Procedures.  Union National maintains controls and procedures
designed to ensure that information required to be disclosed in the reports that
Union National files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures as of September 30, 2010,
Union National’s Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures were adequate.





Changes in Internal
Controls.  There were no changes during the quarter ended
September 30, 2010 in our internal controls over financial reporting that have
materially affected, or are reasonably likely to materially affect, these
controls.





PART II - OTHER
INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





Union
National entered into an Agreement and Plan of Merger (the “Merger Agreement”)
on April 19, 2010, as amended and restated as of May 20, 2010 and as amended on
September 1, 2010 (the “Merger Agreement”), with Donegal Financial Services
Corporation (“DFSC”), the parent company of Province Bank FSB (“Province”), and
certain affiliated entities of DFSC, pursuant to which Union National will merge
with and into DFSC. DFSC is wholly owned by Donegal Mutual Insurance Company and
Donegal Group Inc. (For additional information on the proposed merger, refer to
Note 14 – Proposed
Merger).





On June
16, 2010, Union National and DFSC, an affiliate of Donegal Group Inc. and
Donegal Mutual Insurance Company, became aware of a filing of a complaint on
June 14, 2010 in the Court of Common Pleas of Lancaster County, Pennsylvania
against Union National, each of the Directors of Union National, DFSC and
certain affiliated entities of DFSC (collectively, the "Donegal Parties"). The
complaint purported to be a class action filed on behalf of the holders of Union
National common stock arising from certain alleged actions by Union National and
its Board of Directors in connection with the previously announced proposed
merger of Union National with and into DFSC. On October 1, 2010, Union National
learned that the claim was withdrawn and the case was dismissed.





Management
is not aware of any other litigation that would have a material adverse effect
on the consolidated financial position or results of operations of Union
National.


48


ITEM
1A.  RISK FACTORS





Recently
enacted regulatory reform may have a material impact on our
operations.




On July 21, 2010, the President signed
into law The Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”). The Dodd-Frank Act restructures the regulation of depository
institutions.  The Dodd-Frank Act contains various provisions designed
to enhance the regulation of depository institutions and prevent the recurrence
of a financial crisis such as occurred in 2008-2009.  Also included is
the creation of a new federal agency to administer and enforce consumer and fair
lending laws, a function that is now performed by the depository institution
regulators. The federal preemption of state laws currently accorded federally
chartered depository institutions will be reduced as well.  The full
impact of the Dodd-Frank Act on our business and operations will not be known
for years until regulations implementing the statute are written and
adopted.  The Dodd-Frank Act may have a material impact on our
operations, particularly through increased compliance costs resulting from
possible future consumer and fair lending regulations.




In addition to the other information
set forth in this report, you should carefully consider the factors discussed in
Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2009, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report on Form
10-K are not the only risks that we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating
results.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None





ITEM
4.  (REMOVED AND RESERVED)





ITEM
5.  OTHER INFORMATION





None





ITEM
6.  EXHIBITS





3.  The
following Exhibits are filed herewith, or incorporated by reference as a part of
this Report:





3(i)
              
              Union
      National Financial Corporation’s Amended and Restated Articles of
      Incorporation. (Incorporated by reference to Exhibit 3.1 to Union National
      Financial Corporation’s current report on Form 8-K, filed with the
      Commission on May 13, 2009.)3(ii)
              
              Union
      National Financial Corporation’s Amended and Restated
      By-laws.   (Incorporated by reference to Exhibit 3(ii) to
      Union National Financial Corporation’s current report on Form 8-K, filed
      with the Commission on February 27, 2009.)4.1
              
              Rights
      Agreement, dated August 27, 2007, between Registrar and Transfer Company
      and Union National Financial Corporation.  (Incorporated by
      reference to Exhibit 4 to Union National Financial Corporation’s current
      report on Form 8-K, filed August 30,
2007.)




49





4.2
              
              Certificate
      of Designations of the Series A Preferred Stock (Incorporated by reference
      to Exhibit 3.1 to Union National’s Current Report on Form 8-K dated
      September 15, 2009).10.1
              **
              Union
      National Financial Corporation 1988 Stock Incentive Plan. (Incorporated by
      reference to Exhibit 4.3 to Union National Financial Corporation’s
      Registration Statement No. 333-27837 on Form S-8, filed with the
      Commission on May 27, 1997.)10.2
              **
              Union
      National Financial Corporation 1997 Stock Incentive
      Plan.  (Incorporated by reference to Exhibit 4.5 to Union
      National Financial Corporation’s Registration Statement No. 333-27837 on
      Form S-8, filed with the Commission on May 27, 1997 and incorporated by
      reference to Amendment 1 to Union National Financial Corporation’s
      Registration Statement No. 333-107326 on Form S-8 filed with the
      commission on July 25, 2003.)10.3
              **
              Union
      National Financial Corporation’s Employee Stock Purchase Plan
      (Incorporated by Reference to Exhibit 4.4 to Union National Financial
      Corporation’s Registration Statement No. 333-27837 on Form S-8, filed with
      the Commission on May 27, 1997).10.4
              *
              Group
      Term Replacement Plan for Certain Officers, CEO, dated January 1, 2004
      between Mark D. Gainer and Union National Community
      Bank.  (Incorporated by reference to Exhibit 10.12 to Union
      National Financial Corporation’s Annual Report on Form 10-K, filed with
      the Commission on March 30, 2004.)10.5
              **
              Union
      National Financial Corporation, 1999 Independent Directors Stock Option
      Plan.  (Incorporated by Reference to Exhibit 4.3 to Union
      National Financial Corporation’s Registration Statement No. 333-80739 on
      Form S-8, filed with the Commission on September 15,
  1999.)10.6
              
              Office
      Lease between Lausch Lane Associates LP as Landlord
      andUnion  National Community Bank as Tenant for 570 Lausch Lane,
      Lancaster,  PA 17601. (Incorporated by reference to Exhibit 99.1
      to Union National Financial Corporation’s Current Report of Form 8-K,
      filed with the Commission on May 17, 2005.)10.7
              *
              Amended
      and Restated Employment Agreement and Amended and Restated Executive
      Salary Continuation Agreement dated as of December 29, 2006, with Mark D.
      Gainer, Chairman, President and Chief Executive
      Officer.  (Incorporated by reference to Exhibit 10.15 to Union
      National Financial Corporation’s 2006 Annual Report on Form 10-K, filed
      with the Commission on March 28, 2007.)10.8
              
              Amended
      and Restated Declaration of Trust of Union National Capital Trust II,
      dated as of October 14, 2004, among Union National Financial Corporation,
      as sponsor, the Delaware and institutional trustee named therein, and the
      administrators named therein.  (Incorporated by reference to
      Exhibit 10.17 to Union National Financial Corporation’s 2006 Annual Report
      on Form 10-K, filed with the Commission on March 28,
  2007.)10.9
              
              Indenture,
      dated as of October 14, 2004, between Union National Financial
      Corporation, as issuer, and the trustee named therein, relating to the
      Junior Subordinated Debt Securities due 2034.  (Incorporated by
      reference to Exhibit 10.18 to Union National Financial Corporation’s 2006
      Annual Report on Form 10-K, filed with the Commission on March 28,
      2007.)




50





10.10
              
              Guarantee
      Agreement, dated as of October 14, 2004, between Union National Financial
      Corporation and the guarantee trustee named
      therein.  (Incorporated by reference to Exhibit 10.19 to Union
      National Financial Corporation’s 2006 Annual Report on Form 10-K, filed
      with the Commission on March 28, 2007.)10.11
              
              Indenture,
      dated as of July 27, 2006, between Union National Community Bank, as
      issuer, and the trustee named therein, relating to the Junior Subordinated
      Debt Securities due 2036.  (Incorporated by reference to Exhibit
      4.1 to Union National Financial Corporation’s quarterly  report
      on Form 10-Q, filed with the Commission on August 14,
    2006.)10.12
              *
              Employment
      Agreement, dated March 8, 2007 (with an expiration date of March 7, 2010),
      between Stephen D. Staman, Executive Vice President and Chief Revenue
      Officer and Union National Financial Corporation and its subsidiary, Union
      National Community Bank.  (Incorporated by reference to Exhibit
      10.16 to Union National Financial Corporation’s 2007 Annual Report on Form
      10-K, filed with the Commission on April 1, 2008.)10.13
              *
              Change
      of Control Agreement, dated September 4, 2007, between Michael D. Peduzzi,
      Executive Vice President, Chief Financial Officer and Union National
      Financial Corporation and its subsidiary, Union National Community
      Bank.  (Incorporated by reference to Exhibit 99.1 to Union
      National Financial Corporation’s current report on Form 8-K, filed with
      the Commission on September 6, 2007.)10.14
              *
              Change
      of Control Agreement among Union National Financial Corporation, Union
      National Community Bank and each of the following officers: Michael L.
      Maurer and Bradley A. Willow, filed August 13, 2008, as Item 10.18 to
      Form 10-Q for the fiscal quarter ended September 30, 2008
      (No. 0-19214) and incorporated herein by
reference.10.15
              *
              Change
      of Control Agreement among Union National Financial Corporation, Union
      National Community Bank and each of the following officers: R. Michael
      Mohn, Steve D. Garber and Kevin Hersh, filed August 13, 2008, as
      Item 10.19 to Form 10-Q for the fiscal quarter ended September
      30, 2008 (No. 0-19214) and incorporated herein by
      reference.10.16
              ***
              Stock
      Bonus Plan and the 2009 Stock Purchase Plan, filed December 3, 2008, and
      incorporated by reference to Exhibit 99.1 to Union National Financial
      Corporation’s current report on Form 8-K.10.17
              
              Formal
      agreement with the Comptroller of the Currency (“OCC”) and Union National
      Community Bank, filed August 31, 2009, as Item 8.01 to Form 8-K and
      incorporated by reference.10.18
              
              Form
      of stock subscription agreement for Series A Preferred Stock (Incorporated
      by reference to Exhibit 10.1 to Union National Financial Corporation’s
      current report on Form 8-K, filed with the Commission on October 1,
      2009).10.19
              
              Agreement
      and Plan of Merger among Union National Financial Corporation, Donegal
      Financial Services Corporation (“DFSC”) and certain affiliated entities of
      DFSC (Incorporated by reference to Exhibit 2.1 to Union National Financial
      Corporation’s current report on Form 8-K, filed with the Commission on
      April 23, 2010).




51




10.20
              
              Amended
      and Restated Agreement and Plan of Merger by and among Donegal Acquisition
      Inc., Donegal Financial Services Corporation, Donegal Mutual Insurance
      Company, Donegal Group Inc. and Union National Financial Corporation dated
      as of May 20, 2010 (Incorporated by reference to Exhibit 2.1 to Union
      National Financial Corporation’s current report on Form 8-K, filed with
      the Commission on May 21, 2010).10.21
              
              Amendment
      to the Agreement and Plan of Merger by and among Donegal Acquisition Inc.,
      Donegal Financial Services Corporation, Donegal Mutual Insurance Company,
      Donegal Group Inc. and Union National Financial Corporation dated as of
      September 1, 2010 (Incorporated by reference to Exhibit 2.1 to Union
      National Financial Corporation’s current report on Form 8-K, filed with
      the Commission on September 2, 2010).14
              
              Union
      National Financial Corporation Directors and Senior Management Code of
      Ethics. (Incorporated by reference to Exhibit 14 to Union National
      Financial Corporation’s 2009 Annual Report on Form 10-K, filed with the
      Commission on March 31, 2010.)31.1
              
              Certification
      of Principal Executive Officer Pursuant to Exchange Act Rules
      13a-14(a)/15d-14(a) as added by Section 302 of the Sarbanes-Oxley Act of
      2002, filed herewith.31.2
              
              Certification
      of Principal Financial Officer Pursuant to Exchange Act Rules
      13a-14(a)/15d-14(a) as added by Section 302 of the Sarbanes-Oxley Act of
      2002, filed herewith.32
              
              Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of
      2002, filed herewith.





*
            Management
      contract or compensatory plan
arrangement.




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




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




52





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.





Union National Financial
      Corporation(Registrant)Date:
      November 10, 2010
                          By
                          /s/ Mark D. GainerMark
      D. Gainer
                            Chairman,
      CEO and President
                            (Principal
      Executive Officer)Date:
      November 10, 2010
                          By
                          /s/ Michael D. PeduzziMichael
      D. Peduzzi
                            Executive
      Vice President and Chief Financial Officer
                            (Principal
      Financial
Officer)


53