exhibit1035.htm


    
      Exhibit
        10.35


    

     

     

    
 

     

    GUARANTEE
      AGREEMENT

     

    between

     

    HARLEYSVILLE
      NATIONAL CORPORATION,

     

    As
      Guarantor,

     

    and

     

    WILMINGTON
      TRUST COMPANY,

     

    As
      Guarantee Trustee

     

    Dated
      as
      of August 22, 2007

     

    


     

    


     

    


     

    


     

    


     

    


     

    HNC
      STATUTORY TRUST IV

     

    
      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

     

    
      	 ARTICLE
              I	INTERPRETATION
              AND
              DEFINITIONS............................................................................................................................2
	 SECTION
              1.1	Interpretation...........................................................................................................................................................................2
	 SECTION
              1.2	Definitions................................................................................................................................................................................2
	 	 
	 ARTICLE
              II  	REPORTS...............................................................................................................................................................................6
	 SECTION
              2.1    	List
              of
              Holders.........................................................................................................................................................................6
	 SECTION
              2.2  	Periodic
              Reports to the Guarantee
              Trustee................................................................................................................................6
	 SECTION
              2.3  	Event
              of Default;
              Waiver..........................................................................................................................................................6
	 SECTION
              2.4   	Event
              of Default;
              Notice...........................................................................................................................................................7
	 	 
	 ARTICLE
              III 	POWERS,
              DUTIES AND RIGHTS OF THE GUARANTEE
              TRUSTEE................................................................................7
	 SECTION
              3.1   	Powers
              and Duties of the Guarantee
              Trustee.............................................................................................................................7
	 SECTION
              3.2  	Certain
              Rights of the Guarantee
              Trustee....................................................................................................................................8
	 SECTION
              3.3    	Compensation........................................................................................................................................................................10
	 SECTION
              3.4   	Indemnity...............................................................................................................................................................................10
	 SECTION
              3.5    	Securities...............................................................................................................................................................................11
	 	 
	 ARTICLE
              IV	GUARANTEE
              TRUSTEE.....................................................................................................................................................11
	 SECTION
              4.1	Guarantee
              Trustee;
              Eligibility...................................................................................................................................................11
	 SECTION
              4.2	Appointment,
              Removal and Resignation of the Guarantee
              Trustee............................................................................................12
	 	 
	 ARTICLE
              V     	GUARANTEE.......................................................................................................................................................................12
	 SECTION
              5.1  	Guarantee...............................................................................................................................................................................12
	 SECTION
              5.2     	Waiver
              of Notice and
              Demand................................................................................................................................................13
	 SECTION
              5.3    	Obligations
              Not
              Affected........................................................................................................................................................13
	SECTION
              5.4           	Rights
              of
              Holders....................................................................................................................................................................14
	 SECTION
              5.5   	Guarantee
              of
              Payment.............................................................................................................................................................14
	 SECTION
              5.6 	Subrogation............................................................................................................................................................................14
	 SECTION
              5.7 	Independent
              Obligations..........................................................................................................................................................15
	 SECTION
              5.8  	Enforcement............................................................................................................................................................................15
	  	 
	 ARTICLE
              VI	COVENANTS
              AND
              SUBORDINATION.............................................................................................................................15
	 SECTION
              6.1	Dividends,
              Distributions and
              Payments......................................................................................................................................15
	 SECTION
              6.2	Subordination...........................................................................................................................................................................16
	 SECTION
              6.3	Pari
              Passu
              Guarantees..............................................................................................................................................................16
	 	 
	  ARTICLE
              VII   	TERMINATION.....................................................................................................................................................................17
	 SECTION
              7.1  	Termination..............................................................................................................................................................................17
	 	 
	 ARTICLE
              VIII	MISCELLANEOUS...............................................................................................................................................................17
	 SECTION
              8.1  	Successors
              and
              Assigns............................................................................................................................................................17
	 SECTION
              8.2  	Amendments............................................................................................................................................................................17


    

     

    
      
        i

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 SECTION
              8.3 	Notices.....................................................................................................................................................................................17
	 SECTION
              8.4	Benefit......................................................................................................................................................................................18
	 SECTION
              8.5   	Governing
              Law.........................................................................................................................................................................19
	 SECTION
              8.6  	Submission
              to
              Jurisdiction..........................................................................................................................................................19
	 SECTION
              8.7  	Counterparts;
              Facsimile.............................................................................................................................................................19
	 	 


    

                                                                                                                                 


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    Guarantee
      Agreement, dated as of August 22, 2007, executed and delivered by Harleysville
      National Corporation, a Pennsylvania corporation (the “Guarantor”)
      having its principal office at 483 Main St., Harleysville, PA  19438,
      and Wilmington Trust Company, a Delaware banking corporation, as trustee (in
      such capacity, the “Guarantee Trustee”), for the benefit of the Holders
      (as defined herein) from time to time of the Preferred Securities (as defined
      herein) of HNC Statutory Trust IV, a Delaware statutory trust (the
“Issuer”).

     

    W
      i t n e
      s s e t h :

     

    Whereas,
      pursuant to an Amended and Restated Trust Agreement, dated as of the date hereof
      (the “Trust Agreement”), among the Guarantor, as Depositor, the
      Property Trustee, the Delaware Trustee and the Administrative Trustees named
      therein and the holders from time to time of the Preferred Securities (as
      defined herein), the Issuer is issuing $22,500,000 aggregate Liquidation Amount
      (as defined in the Trust Agreement) of its Preferred Securities (Liquidation
      Amount $1,000 per preferred security) (the “Preferred Securities”)
      representing preferred undivided beneficial interests in the assets of the
      Issuer and having the terms set forth in the Trust Agreement;

     

    Whereas,
      the Preferred Securities will be issued by the Issuer and the proceeds thereof,
      together with the proceeds from the issuance of the Issuer’s Common Securities
      (as defined herein), will be used to purchase the Notes (as defined in the
      Trust
      Agreement) of the Guarantor; and

     

    Whereas,
      as incentive for the Holders to purchase Preferred Securities the Guarantor
      desires irrevocably and unconditionally to agree, to the extent set forth
      herein, to pay to the Holders of the Preferred Securities the Guarantee Payments
      (as defined herein) and to make certain other payments on the terms and
      conditions set forth herein.

     

    Now,
      Therefore, in consideration of the purchase by each Holder of Preferred
      Securities, which purchase the Guarantor hereby agrees shall benefit the
      Guarantor, the Guarantor executes and delivers this Guarantee Agreement to
      provide as follows for the benefit of the Holders from time to time of the
      Preferred Securities:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    Interpretation
      and Definitions

     

    SECTION
      1.1  Interpretation.

     

    In
      this
      Guarantee Agreement, unless the context otherwise requires:

     

    (a)  capitalized
      terms used in this Guarantee Agreement but not defined in the preamble hereto
      have the respective meanings assigned to them in Section
      1.2;

     

    (b)  the
      words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”;

     

    (c)  all
      references to “the Guarantee Agreement” or “this Guarantee Agreement” are to
      this Guarantee Agreement as modified, supplemented or amended from time to
      time;

     

    (d)  all
      references in this Guarantee Agreement to Articles and Sections are to Articles
      and Sections of this Guarantee Agreement unless otherwise
      specified;

     

    (e)  the
      words
“hereby”, “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Guarantee Agreement as a whole and not to any particular Article,
      Section or other subdivision;

     

    (f)  a
      reference to the singular includes the plural and vice versa; and

     

    (g)  the
      masculine, feminine or neuter genders used herein shall include the masculine,
      feminine and neuter genders.

     

    SECTION
      1.2  Definitions.

     

    As
      used
      in this Guarantee Agreement, the terms set forth below shall, unless the context
      otherwise requires, have the following meanings:

     

    “Affiliate”
      of any specified Person means any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified Person; provided, that the Issuer shall not be deemed to
      be an Affiliate of the Guarantor.  For the purposes of this
      definition, “control” when used with respect to any specified Person
      means the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise; and the terms “controlling” and “controlled”
      have meanings correlative to the foregoing.

     

    “Beneficiaries”
      means any Person to whom the Issuer is or hereafter becomes indebted or
      liable.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Board
      of Directors” means either the board of directors of the Guarantor or any
      duly authorized committee of that board.

     

    “Common
      Securities” means the securities representing common undivided beneficial
      interests in the assets of the Issuer.

     

    “Debt”
      means with respect to any Person, whether recourse is to all or a portion of
      the
      assets of such Person, whether currently existing or hereafter incurred, and
      whether or not contingent and without duplication, (i) every obligation of
      such
      Person for money borrowed; (ii) every obligation of such Person evidenced by
      bonds, debentures, notes or other similar instruments, including obligations
      incurred in connection with the acquisition of property, assets or businesses;
      (iii) every reimbursement obligation of such Person with respect to letters
      of
      credit, bankers’ acceptances or similar facilities issued for the account of
      such Person; (iv) every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (but excluding trade accounts
      payable arising in the ordinary course of business); (v) every capital lease
      obligation of such Person; (vi) all indebtedness of such Person, whether
      incurred on or prior to the date of this Guarantee Agreement or thereafter
      incurred, for claims in respect of derivative products, including interest
      rate,
      foreign exchange rate and commodity forward contracts, options, swaps and
      similar arrangements; (vii) every obligation of the type referred to in clauses
      (i) through (vi) of another Person and all dividends of another Person the
      payment of which, in either case, such Person has guaranteed or is responsible
      or liable for, directly or indirectly, as obligor or otherwise; and (viii)
      any
      renewals, extensions, refundings, amendments or modifications of any obligation
      of the type referred to in clauses (i) through (vii).

     

    “Event
      of Default” means a default by the Guarantor on any of its payment or other
      obligations under this Guarantee Agreement; provided, that except with respect
      to a default in payment of any Guarantee Payments, the Guarantor shall have
      received notice of default from the Guarantee Trustee and shall not have cured
      such default within thirty (30) days after receipt of such notice.

     

    “Guarantee
      Payments” means the following payments or distributions, without
      duplication, with respect to the Preferred Securities, to the extent not paid
      or
      made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions
      (as defined in the Trust Agreement) required to be paid on the Preferred
      Securities, to the extent the Issuer shall have funds on hand available therefor
      at such time, (ii) the Redemption Price (as defined in the Trust Agreement)
      with
      respect to any Preferred Securities to the extent the Issuer shall have funds
      on
      hand available therefor at such time, and (iii) upon a voluntary or involuntary
      termination, winding up or liquidation of the Issuer, unless Notes are
      distributed to the Holders, the lesser of (a) the aggregate of the Liquidation
      Amount of $1,000 per Preferred Security plus accumulated and unpaid
      Distributions on the Preferred Securities to the date of payment, to the extent
      that 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    the
      Issuer shall have funds available therefor at such time and (b) the amount
      of
      assets of the Issuer remaining available for distribution to Holders in
      liquidation of the Issuer after satisfaction of liabilities to creditors of
      the
      Issuer in accordance with applicable law (in either case, the “Liquidation
      Distribution”).

     

    “Guarantee
      Trustee” means Wilmington Trust Company in its capacity as trustee
      hereunder, until a Successor Guarantee Trustee, as defined below, has been
      appointed and has accepted such appointment pursuant to the terms of this
      Guarantee Agreement, and thereafter means each such Successor Guarantee
      Trustee.

     

    “Holder”
      means any holder, as registered on the books and records of the Issuer, of
      any
      Preferred Securities; provided, that, in determining whether the
      holders of the requisite percentage of Preferred Securities have given any
      request, notice, consent or waiver hereunder, “Holder” shall not include the
      Guarantor, the Guarantee Trustee or any Affiliate of the Guarantor or the
      Guarantee Trustee.

     

    “Indenture”
      means the Junior Subordinated Indenture, dated as of the date hereof, as
      supplemented and amended, between the Guarantor and Wilmington Trust Company,
      as
      trustee.

     

    “List
      of Holders” has the meaning specified in Section 2.1.

     

    “Majority
      in Liquidation Amount of the Preferred Securities” means a vote by the
      Holder(s), voting separately as a class, of more than fifty percent (50%) of
      the
      aggregate Liquidation Amount of all then outstanding Preferred Securities issued
      by the Issuer.

     

    “Obligations”
      means any costs, expenses or liabilities (but not including liabilities related
      to taxes) of the Issuer, other than obligations of the Issuer to pay to holders
      of any Trust Securities the amounts due such holders pursuant to the terms
      of
      the Trust Securities.

     

    “Officers’
      Certificate” means, with respect to any Person, a certificate signed by the
      Chief Executive Officer, Chief Financial Officer, President or a Vice President
      of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary
      or
      an Assistant Secretary of such Person, and delivered to the Guarantee
      Trustee.  Any Officers’ Certificate delivered with respect to
      compliance with a condition or covenant provided for in this Guarantee Agreement
      (other than the certificate provided pursuant to Section 2.4) shall
      include:

     

    (a)  a
      statement that each officer signing the Officers’ Certificate has read the
      covenant or condition and the definitions relating thereto;

     

    (b)  a
      brief
      statement of the nature and scope of the examination or investigation undertaken
      by each officer in rendering the Officers’ Certificate;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (c)  a
      statement that each officer has made such examination or investigation as,
      in
      such officer’s opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

     

    (d)  a
      statement as to whether, in the opinion of each officer, such condition or
      covenant has been complied with.

     

    “Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, limited liability
      company, trust, unincorporated association, government or any agency or
      political subdivision thereof or any other entity of whatever
      nature.

     

    “Responsible
      Officer” means, with respect to the Guarantee Trustee, any Senior Vice
      President, any Vice President, any Assistant Vice President, the Secretary,
      any
      Assistant Secretary, the Treasurer, any Assistant Treasurer, any Financial
      Services Officer or Assistant Financial Services Officer or any other officer
      in
      the Corporate Trust Office of the Guarantee Trustee with direct responsibility
      for the administration of this Guarantee Agreement and also means, with respect
      to a particular corporate trust matter, any other officer to whom such matter
      is
      referred because of that officer’s knowledge of and familiarity with the
      particular subject.

     

    “Senior
      Debt” means the principal of and any premium and interest on (including
      interest accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Guarantor whether or not such claim for
      post-petition interest is allowed in such proceeding) all Debt of the Guarantor,
      whether incurred on or prior to the date of the Indenture or thereafter
      incurred, unless it is provided in the instrument creating or evidencing the
      same or pursuant to which the same is outstanding, that such obligations are
      not
      superior in right of payment to the Preferred Securities; provided,
      however, that if the Guarantor is subject to the regulation and supervision
      of an “appropriate Federal banking agency” within the meaning of 12 U.S.C.
      1813(q), the Guarantor shall have received the approval of such appropriate
      Federal banking agency prior to issuing any such obligation if not otherwise
      generally approved; provided further, that Senior Debt shall not
      include any other debt securities, and guarantees in respect of such debt
      securities, issued to any trust other than the Issuer (or a trustee of such
      trust), partnership or other entity affiliated with the Guarantor that is a
      financing vehicle of the Guarantor (a “financing entity”), in connection with
      the issuance by such financing entity of equity securities or other securities
      that are treated as equity capital for regulatory capital purposes guaranteed
      by
      the Guarantor pursuant to an instrument that ranks pari passu with or
      junior in right of payment to this Guarantee Agreement, including, without
      limitation, securities issued by Harleysville Statutory Trust I, HNC Statutory
      Trust II, and HNC Statutory Trust III.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “Successor
      Guarantee Trustee” means a successor Guarantee Trustee possessing the
      qualifications to act as Guarantee Trustee under Section 4.1.

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended and as in
      effect on the date of this Guarantee Agreement.

     

    Capitalized
      or otherwise defined terms used but not otherwise defined herein shall have
      the
      meanings assigned to such terms in the Trust Agreement as in effect on the
      date
      hereof.

     

    ARTICLE
      II

     

    Reports

     

    SECTION
      2.1  List
      of Holders.

     

    The
      Guarantor shall furnish or cause to be furnished to the Guarantee Trustee at
      such times as the Guarantee Trustee may request in writing, within thirty (30)
      days after the receipt by the Guarantor of any such request, a list, in such
      form as the Guarantee Trustee may reasonably require, of the names and addresses
      of the Holders (the “List of Holders”) as of a date not more than
      fifteen (15) days prior to the time such list is furnished, in each case to
      the
      extent such information is in the possession or control of the Guarantor and
      is
      not identical to a previously supplied list of Holders or has not otherwise
      been
      received by the Guarantee Trustee in its capacity as such.  The
      Guarantee Trustee may destroy any List of Holders previously given to it on
      receipt of a new List of Holders.

     

    SECTION
      2.2  Periodic
      Reports to the Guarantee Trustee.

     

    The
      Guarantor shall deliver to the Guarantee Trustee, within one hundred and twenty
      (120) days after the end of each fiscal year of the Guarantor ending after
      the
      date of this Guarantee Agreement, an Officers’ Certificate covering the
      preceding fiscal year, stating whether or not to the knowledge of the signers
      thereof the Guarantor is in default in the performance or observance of any
      of
      the terms or provisions or any of the conditions of this Guarantee Agreement
      (without regard to any period of grace or requirement of notice provided
      hereunder) and, if the Guarantor shall be in default thereof, specifying all
      such defaults and the nature and status thereof of which they have
      knowledge.

     

    SECTION
      2.3  Event
      of Default; Waiver.

     

    The
      Holders of a Majority in Liquidation Amount of the Preferred Securities may,
      on
      behalf of the Holders, waive any past Event of Default and its
      consequences.  Upon such waiver, any such Event of Default shall cease
      to exist, and any Event of Default arising therefrom shall be deemed to have
      been cured, for every purpose of this Guarantee Agreement, but no such waiver
      shall extend to any subsequent or other default or Event of Default or impair
      any right consequent therefrom.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    SECTION
      2.4  Event
      of Default; Notice.

     

    (a)  The
      Guarantee Trustee shall, within ninety (90) days after the occurrence of a
      default, transmit to the Holders notices of all defaults actually known to
      the
      Guarantee Trustee, unless such defaults have been cured or waived before the
      giving of such notice, provided, that, except in the case of a default
      in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected
      in withholding such notice if and so long as the Board of Directors, the
      executive committee or a trust committee of directors and/or Responsible
      Officers of the Guarantee Trustee in good faith determine that the withholding
      of such notice is in the interests of the Holders.  For the purpose of
      this Section 2.4, the term “default” means any event that is, or
      after notice or lapse of time or both would become, an Event of
      Default.

     

    (b)  The
      Guarantee Trustee shall not be deemed to have knowledge of any default or Event
      of Default unless the Guarantee Trustee shall have received written notice,
      or a
      Responsible Officer charged with the administration of this Guarantee Agreement
      shall have received written notice, of such default or Event of Default from
      the
      Guarantor or a Holder.

     

    ARTICLE
      III

     

    Powers,
      Duties And Rights Of The Guarantee Trustee

     

    SECTION
      3.1  Powers
      and Duties of the Guarantee Trustee.

     

    (a)  This
      Guarantee Agreement shall be held by the Guarantee Trustee for the benefit
      of
      the Holders, and the Guarantee Trustee shall not transfer this Guarantee
      Agreement to any Person except a Holder exercising its rights pursuant to
      Section 5.4(d) or to a Successor Guarantee Trustee upon acceptance by such
      Successor Guarantee Trustee of its appointment to act as Successor Guarantee
      Trustee.  The right, title and interest of the Guarantee Trustee shall
      automatically vest in any Successor Guarantee Trustee, upon acceptance by such
      Successor Guarantee Trustee of its appointment hereunder, and such vesting
      and
      cessation of title shall be effective whether or not conveyancing documents
      have
      been executed and delivered pursuant to the appointment of such Successor
      Guarantee Trustee.

     

    (b)  The
      rights, immunities, duties and responsibilities of the Guarantee Trustee shall
      be as provided by this Guarantee Agreement and there shall be no other duties
      or
      obligations, express or implied, of the Guarantee
      Trustee.  Notwithstanding the foregoing, no provisions of this
      Guarantee Agreement shall require the Guarantee Trustee to expend or risk its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its duties hereunder, or in the exercise of any of its rights or powers,
      if
      it shall have reasonable grounds for believing that repayment of such funds
      or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it.  Whether or not herein expressly so

     

    
      
        
        

      

      
        -7-

        
          

        

      

      provided,
        every provision of this Guarantee Agreement relating to the conduct or affecting
        the liability of or affording protection to the Guarantee Trustee shall be
        subject to the provisions of this Section 3.1.  To the extent
        that, at law or in equity, the Guarantee Trustee has duties and liabilities
        relating to the Guarantor or the Holders, the Guarantee Trustee shall not
        be
        liable to any Holder for the Guarantee Trustee’s good faith reliance on the
        provisions of this Guarantee Agreement.  The provisions of this
        Guarantee Agreement, to the extent that they restrict the duties and liabilities
        of the Guarantee Trustee otherwise existing at law or in equity, are agreed
        by
        the Guarantor and the Holders to replace such other duties and liabilities
        of
        the Guarantee Trustee.

    

     

    (c)  No
      provision of this Guarantee Agreement shall be construed to relieve the
      Guarantee Trustee from liability for its own negligent action, negligent failure
      to act or own willful misconduct, except that:

     

    (i)  the
      Guarantee Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer of the Guarantee Trustee, unless it shall be
      proved that the Guarantee Trustee was negligent in ascertaining the pertinent
      facts upon which such judgment was made; and

     

    (ii)  the
      Guarantee Trustee shall not be liable with respect to any action taken or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of not less than a Majority in Liquidation Amount of the Preferred
      Securities relating to the time, method and place of conducting any proceeding
      for any remedy available to the Guarantee Trustee, or exercising any trust
      or
      power conferred upon the Guarantee Trustee under this Guarantee
      Agreement.

     

    SECTION
      3.2  Certain
      Rights of the Guarantee Trustee.

     

    (a)  Subject
      to the provisions of Section 3.1:

     

    (i)  the
      Guarantee Trustee may conclusively rely and shall be fully protected in acting
      or refraining from acting in good faith and in accordance with the terms hereof
      upon any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document reasonably believed by
      it to
      be genuine and to have been signed, sent or presented by the proper party or
      parties;

     

    (ii)  any
      direction or act of the Guarantor contemplated by this Guarantee Agreement
      shall
      be sufficiently evidenced by an Officers’ Certificate unless otherwise
      prescribed herein;

     

    (iii)  the
      Guarantee Trustee may consult with counsel, and the advice of such counsel
      shall
      be full and complete authorization and protection in respect of any action
      taken, suffered or omitted to be taken

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    by
      it
      hereunder in good faith and in reliance thereon and in accordance with such
      advice.  Such counsel may be counsel to the Guarantee Trustee, the
      Guarantor or any of its Affiliates and may be one of its
      employees.  The Guarantee Trustee shall have the right at any time to
      seek instructions concerning the administration of this Guarantee Agreement
      from
      any court of competent jurisdiction;

     

    (iv)  the
      Guarantee Trustee shall be under no obligation to exercise any of the rights
      or
      powers vested in it by this Guarantee Agreement at the request or direction
      of
      any Holder, unless such Holder shall have provided to the Guarantee Trustee
      reasonable security or indemnity against the costs, expenses (including
      reasonable attorneys’ fees and expenses) and liabilities that might be incurred
      by it in complying with such request or direction, including such reasonable
      advances as may be requested by the Guarantee Trustee; provided, that,
      nothing contained in this Section 3.2(a)(iv) shall be taken to relieve
      the Guarantee Trustee, upon the occurrence of an Event of Default, of its
      obligation to exercise the rights and powers vested in it by this Guarantee
      Agreement;

     

    (v)  the
      Guarantee Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture, note,
      other
      evidence of indebtedness or other paper or document, but the Guarantee Trustee,
      in its discretion, may make such further inquiry or investigation into such
      facts or matters as it may see fit, and if the Guarantee Trustee shall determine
      to make such inquiry or investigation, it shall be entitled to examine the
      books, records and premises of the Guarantor, personally or by agent or
      attorney;

     

    (vi)  the
      Guarantee Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through its agents, attorneys,
      custodians or nominees and the Guarantee Trustee shall not be responsible for
      any misconduct or negligence on the part of any such agent, attorney, custodian
      or nominee appointed with due care by it hereunder;

     

    (vii)  whenever
      in the administration of this Guarantee Agreement the Guarantee Trustee shall
      deem it desirable to receive instructions with respect to enforcing any remedy
      or right hereunder, the Guarantee Trustee (A) may request instructions from
      the
      Holders of a Majority in Liquidation Amount of the Preferred Securities, (B)
      may
      refrain from enforcing such remedy or right or taking such other action until
      such instructions are received and (C) shall be protected in acting in
      accordance with such instructions;

     

    (viii)  except
      as
      otherwise expressly provided by this Guarantee Agreement, the Guarantee Trustee
      shall not be under any obligation to 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      take
        any
        action that is discretionary under the provisions of this Guarantee
        Agreement;

    

     

    (ix)  whenever,
      in the administration of this Guarantee Agreement, the Guarantee Trustee shall
      deem it desirable that a matter be proved or established before taking,
      suffering or omitting to take any action hereunder, the Guarantee Trustee
      (unless other evidence is herein specifically prescribed) may, in the absence
      of
      bad faith on its part, request and rely upon an Officers’ Certificate which,
      upon receipt of such request from the Guarantee Trustee, shall be promptly
      delivered by the Guarantor; and

     

    (x)  the
      Guarantee Trustee shall have no duty to see to any recording, filing or
      registration of any instrument or other writing (or any rerecording, refiling
      or
      reregistration thereof).

     

    (b)  No
      provision of this Guarantee Agreement shall be deemed to impose any duty or
      obligation on the Guarantee Trustee to perform any act or acts or exercise
      any
      right, power, duty or obligation conferred or imposed on it in any jurisdiction
      in which it shall be illegal, or in which the Guarantee Trustee shall be
      unqualified or incompetent in accordance with applicable law, to perform any
      such act or acts or to exercise any such right, power, duty or
      obligation.  No permissive power or authority available to the
      Guarantee Trustee shall be construed to be a duty to act in accordance with
      such
      power and authority.

     

    SECTION
      3.3  Compensation.

     

    The
      Guarantor agrees to pay to the Guarantee Trustee from time to time reasonable
      compensation for all services rendered by it hereunder (which compensation
      shall
      not be limited by any provisions of law in regard to the compensation of a
      trustee of an express trust) and to reimburse the Guarantee Trustee upon request
      for all reasonable expenses, disbursements and advances (including the
      reasonable fees and expenses of its attorneys and agents) incurred or made
      by
      the Guarantee Trustee in accordance with any provisions of this Guarantee
      Agreement.

     

    SECTION
      3.4  Indemnity.

     

    The
      Guarantor agrees to indemnify and hold harmless the Guarantee Trustee (including
      in its individual capacity) and any of its Affiliates and any of their officers,
      directors, shareholders, employees, representatives or agents from and against
      any loss, damage, liability, tax (other than income, franchise or other taxes
      imposed on amounts paid pursuant to Section 3.3), penalty, expense or
      claim of any kind or nature whatsoever incurred without negligence, bad faith
      or
      willful misconduct on its part, arising out of or in connection with the
      acceptance or administration of this Guarantee Agreement, including the costs
      and expenses of defending itself against any claim or liability in connection
      with the exercise or performance of any of its rights, powers or duties
      hereunder.  The Guarantee Trustee will not claim or exact any lien or
      charge on any 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    Guarantee
      Payments as a result of any amount due to it under this Guarantee
      Agreement.  This indemnity shall survive the termination of this
      Agreement or the resignation or removal of the Guarantee Trustee.

     

    In
      no
      event shall the Guarantee Trustee be liable for any indirect, special, punitive
      or consequential loss or damage of any kind whatsoever, including, but not
      limited to, lost profits, even if the Guarantee Trustee has been advised of
      the
      likelihood of such loss or damage and regardless of the form of
      action.

     

    In
      no
      event shall the Guarantee Trustee be liable for any failure or delay in the
      performance of its obligations hereunder because of circumstances beyond its
      control, including, but not limited to, acts of God, flood, war (declared or
      undeclared), terrorism, fire, riot, embargo or government action, including
      any
      laws, ordinances, regulations, governmental action or the like which delay,
      restrict or prohibit the providing of the services contemplated by this
      Guarantee Agreement.

     

    SECTION
      3.5  Securities.

     

    The
      Guarantee Trustee or any other agent of the Guarantee Trustee, in its individual
      or any other capacity, may become the owner or pledgee of Common or Preferred
      Securities.

     

    ARTICLE
      IV

     

    Guarantee
      Trustee

     

    SECTION
      4.1  Guarantee
      Trustee; Eligibility.

     

    (a)  There
      shall at all times be a Guarantee Trustee which shall:

     

    (i)  not
      be an
      Affiliate of the Guarantor; and

     

    (ii)  be
      a
      corporation organized and doing business under the laws of the United States
      or
      of any State thereof, authorized to exercise corporate trust powers, having
      a
      combined capital and surplus of at least fifty million dollars ($50,000,000),
      subject to supervision or examination by Federal or State authority and having
      an office within the United States. If such corporation publishes reports of
      condition at least annually, pursuant to law or to the requirements of such
      supervising or examining authority, then, for the purposes of this Section
      4.1, the combined capital and surplus of such corporation shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published.

     

    (b)  If
      at any
      time the Guarantee Trustee shall cease to be eligible to so act under Section
      4.1(a), the Guarantee Trustee shall immediately resign in the manner and
      with the effect set out in Section 4.2(c).

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (c)  If
      the
      Guarantee Trustee has or shall acquire any “conflicting interest” within the
      meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
      shall either eliminate such interest or resign in the manner and with the effect
      set out in Section 4.2(c).

     

    SECTION
      4.2  Appointment,
      Removal and Resignation of the Guarantee Trustee.

     

    (a)  Subject
      to Section 4.2(b), the Guarantee Trustee may be appointed or removed
      without cause at any time by the Guarantor, except during an Event of
      Default.

     

    (b)  The
      Guarantee Trustee shall not be removed until a Successor Guarantee Trustee
      has
      been appointed and has accepted such appointment by written instrument executed
      by such Successor Guarantee Trustee and delivered to the Guarantor.

     

    (c)  The
      Guarantee Trustee appointed hereunder shall hold office until a Successor
      Guarantee Trustee shall have been appointed or until its removal or
      resignation.  The Guarantee Trustee may resign from office (without
      need for prior or subsequent accounting) by an instrument in writing executed
      by
      the Guarantee Trustee and delivered to the Guarantor, which resignation shall
      not take effect until a Successor Guarantee Trustee has been appointed and
      has
      accepted such appointment by instrument in writing executed by such Successor
      Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
      Trustee.

     

    (d)  If
      no
      Successor Guarantee Trustee shall have been appointed and accepted appointment
      as provided in this Section 4.2 within thirty (30) days after delivery to
      the Guarantor of an instrument of resignation, the resigning Guarantee Trustee
      may petition, at the expense of the Guarantor, any court of competent
      jurisdiction for appointment of a Successor Guarantee Trustee.  Such
      court may thereupon, after prescribing such notice, if any, as it may deem
      proper, appoint a Successor Guarantee Trustee.

     

    ARTICLE
      V

     

    Guarantee

     

    SECTION
      5.1  Guarantee.

     

    (a)  The
      Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
      the Guarantee Payments (without duplication of amounts theretofore paid by
      or on
      behalf of the Issuer), as and when due, regardless of any defense (except for
      the defense of payment by the Issuer), right of set-off or counterclaim which
      the Issuer may have or assert.  The Guarantor’s obligation to make a
      Guarantee Payment may be satisfied by direct payment of the required amounts
      by
      the Guarantor to the Holders or by causing the Issuer to pay such 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    amounts
      to the Holders.  The Guarantor shall give prompt written notice to the
      Guarantee Trustee in the event it makes any direct payment to the Holders
      hereunder.

     

    (b)  The
      Guarantor hereby also agrees to assume any and all Obligations of the Issuer,
      and, in the event any such Obligation is not so assumed, subject to the terms
      and conditions hereof, the Guarantor hereby irrevocably and unconditionally
      guarantees to each Beneficiary the full payment, when and as due, of any and
      all
      Obligations to such Beneficiaries.  This Guarantee is intended to be
      for the Beneficiaries who have received notice hereof.

     

    SECTION
      5.2  Waiver
      of Notice and Demand.

     

    The
      Guarantor hereby waives notice of acceptance of the Guarantee Agreement and
      of
      any liability to which it applies or may apply, presentment, demand for payment,
      any right to require a proceeding first against the Guarantee Trustee, Issuer
      or
      any other Person before proceeding against the Guarantor, protest, notice of
      nonpayment, notice of dishonor, notice of redemption and all other notices
      and
      demands.

     

    SECTION
      5.3  Obligations
      Not Affected.

     

    The
      obligations, covenants, agreements and duties of the Guarantor under this
      Guarantee Agreement shall in no way be affected or impaired by reason of the
      happening from time to time of any of the following:

     

    (a)  the
      release or waiver, by operation of law or otherwise, of the performance or
      observance by the Issuer of any express or implied agreement, covenant, term
      or
      condition relating to the Preferred Securities to be performed or observed
      by
      the Issuer;

     

    (b)  the
      extension of time for the payment by the Issuer of all or any portion of the
      Distributions (other than an extension of time for payment of Distributions
      that
      results from the extension of any interest payment period on the Notes as
      provided in the Indenture), Redemption Price, Liquidation Distribution or any
      other sums payable under the terms of the Preferred Securities or the extension
      of time for the performance of any other obligation under, arising out of,
      or in
      connection with, the Preferred Securities;

     

    (c)  any
      failure, omission, delay or lack of diligence on the part of the Holders to
      enforce, assert or exercise any right, privilege, power or remedy conferred
      on
      the Holders pursuant to the terms of the Preferred Securities, or any action
      on
      the part of the Issuer granting indulgence or extension of any
      kind;

     

    (d)  the
      voluntary or involuntary liquidation, dissolution, sale of any collateral,
      receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment of debt of, or other
      similar proceedings affecting, the Issuer or any of the assets of the
      Issuer;

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (e)  any
      invalidity of, or defect or deficiency in, the Preferred
      Securities;

     

    (f)  the
      settlement or compromise of any obligation guaranteed hereby or hereby incurred;
      or

     

    (g)  any
      other
      circumstance whatsoever that might otherwise constitute a legal or equitable
      discharge or defense of a guarantor, it being the intent of this Section
      5.3 that the obligations of the Guarantor hereunder shall be absolute and
      unconditional under any and all circumstances.

     

    There
      shall be no obligation of the Holders to give notice to, or obtain the consent
      of, the Guarantor with respect to the happening of any of the
      foregoing.

     

    SECTION
      5.4  Rights
      of Holders.

     

    The
      Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be
      deposited with the Guarantee Trustee to be held for the benefit of the Holders;
      (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement
      on
      behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount
      of
      the Preferred Securities have the right to direct the time, method and place
      of
      conducting any proceeding for any remedy available to the Guarantee Trustee
      in
      respect of this Guarantee Agreement or exercising any trust or power conferred
      upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder
      may institute a legal proceeding directly against the Guarantor to enforce
      its
      rights under this Guarantee Agreement, without first instituting a legal
      proceeding against the Guarantee Trustee, the Issuer or any other
      Person.

     

    SECTION
      5.5  Guarantee
      of Payment.

     

    This
      Guarantee Agreement creates a guarantee of payment and not of
      collection.  This Guarantee Agreement will not be discharged except by
      payment of the Guarantee Payments in full (without duplication of amounts
      theretofore paid by the Issuer) or upon distribution of Notes to Holders as
      provided in the Trust Agreement.

     

    SECTION
      5.6  Subrogation.

     

    The
      Guarantor shall be subrogated to all (if any) rights of the Holders against
      the
      Issuer in respect of any amounts paid to the Holders by the Guarantor under
      this
      Guarantee Agreement and shall have the right to waive payment by the Issuer
      pursuant to Section 5.1; provided, that, the Guarantor shall not
      (except to the extent required by mandatory provisions of law) be entitled
      to
      enforce or exercise any rights it may acquire by way of subrogation or any
      indemnity, reimbursement or other agreement, in all cases as a result of payment
      under this Guarantee Agreement, if, at the time of any such payment, any amounts
      are due and unpaid under this Guarantee Agreement.  If any amount
      shall be paid to the Guarantor in violation of the preceding sentence, the
      Guarantor agrees to hold such amount in trust for the Holders and to pay over
      such amount to the Holders.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    SECTION
      5.7  Independent
      Obligations.

     

    The
      Guarantor acknowledges that its obligations hereunder are independent of the
      obligations of the Issuer with respect to the Preferred Securities and that
      the
      Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
      Payments pursuant to the terms of this Guarantee Agreement notwithstanding
      the
      occurrence of any event referred to in subsections (a) through (g), inclusive,
      of Section 5.3.

     

    SECTION
      5.8  Enforcement.

     

    A
      Beneficiary may enforce the Obligations of the Guarantor contained in Section
      5.1(b) directly against the Guarantor, and the Guarantor waives any right or
      remedy to require that any action be brought against the Issuer or any other
      person or entity before proceeding against the Guarantor.

     

    ARTICLE
      VI

     

    Covenants
      and Subordination

     

    SECTION
      6.1  Dividends,
      Distributions and Payments.

     

    So
      long
      as any Preferred Securities remain outstanding, if there shall have occurred
      and
      be continuing an Event of Default or the Guarantor shall have entered into
      an
      Extension Period as provided for in the Indenture and such period, or any
      extension thereof, shall have commenced and be continuing, then the Guarantor
      may not (a) declare or pay any dividends or distributions on, or redeem,
      purchase, acquire or make a liquidation payment with respect to, any of the
      Guarantor’s Equity Interests (as defined in the Indenture), (b) vote in favor of
      or permit or otherwise allow any of its Subsidiaries (as defined in the
      Indenture) to declare or pay any dividends or distributions on, or redeem,
      purchase, acquire or make a liquidation payment with respect to or otherwise
      retire, any of such Subsidiary’s Equity Interests entitling the holders thereof
      to a stated rate of return other than dividends or distributions on Equity
      Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance
      of doubt, whether such Equity Interests are perpetual or otherwise), or (c)
      make
      any payment of principal of or any interest or premium on or repay, repurchase
      or redeem any debt securities of the Guarantor that rank pari passu in
      all respects with or junior in interest to the junior subordinated notes issued
      by the Guarantor pursuant to the Indenture (other than (i) repurchases,
      redemptions or other acquisitions of Equity Interests of the Guarantor in
      connection with (1) any employment contract, benefit plan or other similar
      arrangement with or for the benefit of any one or more employees, officers,
      directors or consultants, (2) a dividend reinvestment or stockholder stock
      purchase or similar plan with respect to any Equity Interests or (3) the
      issuance of Equity Interests of the Guarantor (or securities convertible into
      or
      exercisable for such Equity Interests) as consideration in an acquisition
      transaction entered into prior to the occurrence of such Event of Default or
      the
      applicable Extension Period, (ii) as a result of an exchange or conversion
      of
      any class or series of the Guarantor’s Equity Interests (or any Equity Interests
      of a Subsidiary of the Guarantor) for any class or series of the Guarantor’s
      Equity Interests or any class or series of the

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        
Guarantor’s
        indebtedness for any class or series of the Guarantor’s Equity Interests, (iii)
        the purchase of fractional interests in Equity Interests of the Guarantor
        pursuant to the conversion or exchange provisions of such Equity Interests
        or
        the security being converted or exchanged, (iv) any declaration of a dividend
        in
        connection with any rights plan, the issuance of rights, Equity Interests
        or
        other property under any rights plan or the redemption or repurchase of rights
        pursuant thereto, or (v) any dividend in the form of Equity Interests, warrants,
        options or other rights where the dividend Equity Interests or the Equity
        Interests issuable upon exercise of such warrants, options or other rights
        are
        the same Equity Interests as those on which the dividend is being paid or
        rank
pari passu with or junior to such Equity Interests).

    

     

    SECTION
      6.2  Subordination.

     

    The
      obligations of the Guarantor under this Guarantee Agreement will constitute
      unsecured obligations of the Guarantor and will rank subordinate and junior
      in
      right of payment to all Senior Debt of the Guarantor.

     

    SECTION
      6.3  Pari
      Passu Guarantees.

     

    (a)  The
      obligations of the Guarantor under this Guarantee Agreement shall rank pari
      passu with the obligations of the Guarantor under any similar guarantee
      agreements issued by the Guarantor with respect to preferred securities (if
      any)
      similar to the Preferred Securities, issued by trusts other than the Issuer
      established or to be established by the Guarantor (if any), in each case similar
      to the Issuer, including, without limitation, the guarantee agreements issued
      by
      the Guarantor with respect to the preferred securities issued by Harleysville
      Statutory Trust I, HNC Statutory Trust II, and HNC Statutory Trust
      III.

     

    (b)  The
      right
      of the Guarantor to participate in any distribution of assets of any of its
      subsidiaries upon any such subsidiary’s liquidation or reorganization or
      otherwise is subject to the prior claims of creditors of that subsidiary, except
      to the extent the Guarantor may itself be recognized as a creditor of that
      subsidiary.  Accordingly, the Guarantor’s obligations under this
      Guarantee will be effectively subordinated to all existing and future
      liabilities of the Guarantor’s subsidiaries, and claimants should look only to
      the assets of the Guarantor for payments hereunder. This Guarantee does not
      limit the incurrence or issuance of other secured or unsecured debt of the
      Guarantor, including Senior Debt of the Guarantor, under any indenture or
      agreement that the Guarantor may enter into in the future or
      otherwise.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

     

    Termination

     

    SECTION
      7.1  Termination.

     

    This
      Guarantee Agreement shall terminate and be of no further force and effect upon
      (a) full payment of the Redemption Price of all Preferred Securities, (b) the
      distribution of Notes to the Holders in exchange for all of the Preferred
      Securities or (c) full payment of the amounts payable in accordance with the
      Trust Agreement upon liquidation of the Issuer.  Notwithstanding the
      foregoing, this Guarantee Agreement will continue to be effective or will be
      reinstated, as the case may be, if at any time any Holder must restore payment
      of any sums paid with respect to Preferred Securities or this Guarantee
      Agreement.  The obligations of the Guarantor under Sections 3.3
      and 3.4 shall survive any such termination or the resignation and removal
      of the Guarantee Trustee.

     

    ARTICLE
      VIII

     

    Miscellaneous

     

    SECTION
      8.1  Successors
      and Assigns.

     

    All
      guarantees and agreements contained in this Guarantee Agreement shall bind
      the
      successors, assigns, receivers, trustees and representatives of the Guarantor
      and shall inure to the benefit of the Holders of the Preferred Securities then
      outstanding.  Except in connection with a consolidation, merger or
      sale involving the Guarantor that is permitted under Article VIII of the
      Indenture and pursuant to which the successor or assignee agrees in writing
      to
      perform the Guarantor’s obligations hereunder, the Guarantor shall not assign
      its rights or delegate its obligations hereunder without the prior approval
      of
      the Holders of a Majority in Liquidation Amount of the Preferred
      Securities.

     

    SECTION
      8.2  Amendments.

     

    Except
      with respect to any changes that do not adversely affect the rights of the
      Holders in any material respect (in which case no consent of the Holders will
      be
      required), this Guarantee Agreement may only be amended with the prior approval
      of the Guarantor, the Guarantee Trustee and the Holders of not less than a
      Majority in Liquidation Amount of the Preferred Securities.  The
      provisions of Article VI of the Trust Agreement concerning meetings or consents
      of the Holders shall apply to the giving of such approval.

     

    SECTION
      8.3  Notices.

     

    Any
      notice, request or other communication required or permitted to be given
      hereunder shall be in writing, duly signed by the party giving such notice,
      and
      delivered, telecopied or mailed by first class mail as follows:

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (a)  if
      given
      to the Guarantor, at the address or facsimile number set forth below or such
      other address, facsimile number or to the attention of such other Person as
      the
      Guarantor may give by notice to the Guarantee Trustee and the
      Holders:

     

    Harleysville
      National Corporation

    483
      Main
      St.

    Harleysville,
      PA  19438

    Facsimile
      No.: (215) 256-1886

    Attention:
      Vice President and Treasurer

     

    (b)  if
      given
      to the Issuer, at the Issuer’s address or facsimile number set forth below or
      such other address, facsimile number or to the attention of such other Person
      as
      the Issuer may give by notice to the Guarantee Trustee and the
      Holders:

     

    HNC
      Statutory Trust IV

    c/o
      Harleysville National Corporation

    483
      Main
      St.

    Harleysville,
      PA  19438

    Facsimile
      No.: (215) 256-1886

    Attention:
      Administrative Trustee

    


    (c)  if
      given
      to the Guarantee Trustee, at the address or facsimile number set forth below
      or
      such other address, facsimile number or to the attention of such other Person
      as
      the Guarantee Trustee may give by notice to the Guarantor and the
      Holders:

     

    Wilmington
      Trust Company

    Rodney
      Square North, 1100 North Market Street

    Wilmington,
      Delaware 19890-0001

    Facsimile
      No.: (302) 636-4140

    Attention:
      Corporate Capital Markets

    


    (d)  if
      given
      to any Holder, at the address set forth on the books and records of the
      Issuer.

     

    All
      notices hereunder shall be deemed to have been given when received in person,
      telecopied with receipt confirmed, or mailed by first class mail, postage
      prepaid, except that if a notice or other document is refused delivery or cannot
      be delivered because of a changed address of which no notice was given, such
      notice or other document shall be deemed to have been delivered on the date
      of
      such refusal or inability to deliver.

     

    SECTION
      8.4  Benefit.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    This
      Guarantee Agreement is solely for the benefit of the Holders and is not
      separately transferable from the Preferred Securities.

     

    SECTION
      8.5  Governing
      Law.

     

    This
      Guarantee Agreement and the rights and obligations of each party hereto shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of New York without reference to its conflict of laws provisions (other than
      Section 5-1401 of the General Obligations Law).

     

    SECTION
      8.6  Submission
      to Jurisdiction.

     

    ANY
      LEGAL
      ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
      ARISING OUT OF THIS GUARANTEE AGREEMENT MAY BE BROUGHT IN OR REMOVED TO THE
      COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE
      UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
      SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
      GUARANTEE AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
      PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
      COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT
      OF OR
      IN CONNECTION WITH THIS GUARANTEE AGREEMENT.

     

    SECTION
      8.7  Counterparts;
      Facsimile.

     

    This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.  Delivery of an
      executed signature page of this Guarantee Agreement by facsimile transmission
      shall be effective as delivery of a manually executed counterpart
      hereof.

     

    [THE
      NEXT
      PAGE IS THE SIGNATURE PAGE]

     


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the undersigned have executed this Guarantee Agreement as
      of
      the date first above written.

     

    HARLEYSVILLE
      NATIONAL CORPORATION

    


    By:       /s/
      Paul D. Geraghty            

    Name:  Paul
      D.
      Geraghty

    Title:    Chief
      Executive Officer and

                             President

     

    


     

    


     

    WILMINGTON
      TRUST COMPANY, not 

    in
      its
      individual capacity, but solely as Guarantee Trustee

     

     

    By:       /s/
      W. T. Morris, II            

     

    Name:  W.
      Thomas Morris,
      II

    Title:     Assistant
      Vice President

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [SIGNATURE
      PAGE – GUARANTEE AGREEMENT]