SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------



                                    FORM 10-Q

(Mark One)
  |X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended                   March, 31, 2003
                              --------------------------------------------------

                                       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     0-17706
                                             ----------------


                                    QNB Corp.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



Pennsylvania                                                          23-2318082
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)




10 North Third Street, Quakertown, PA                                 18951-9005
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's Telephone Number, Including Area Code         (215)538-5600
                                                   -----------------------------


                                 Not Applicable
--------------------------------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report.

         Indicate by check |X| 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange 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.

         Class                                       Outstanding at May 12, 2003
Common Stock, par value $1.25                                     1,545,321


<PAGE>




                            QNB CORP. AND SUBSIDIARY

                                    FORM 10-Q

                          QUARTER ENDED MARCH 31, 2003


                                      INDEX


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)                                   PAGE

         Consolidated Statements of Income for Three
                  Months Ended March 31, 2003 and 2002.........................1

         Consolidated Balance Sheets at March 31, 2003
                  and December 31, 2002........................................2

         Consolidated Statements of Cash Flows for Three
                  Months Ended March 31, 2003 and 2002.........................3

         Notes to Consolidated Financial Statements............................4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
              OPERATIONS AND FINANCIAL CONDITION...............................9

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
              MARKET RISK.....................................................25

ITEM 4.  CONTROLS AND PROCEDURES..............................................25


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS....................................................26

ITEM 2.  CHANGES IN SECURITIES................................................26

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES......................................26

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS...............26

ITEM 5.  OTHER INFORMATION....................................................26

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................26

SIGNATURES

CERTIFICATIONS


<PAGE>

QNB CORP. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                                                   (in thousands, except share data)
                                                                                                              (unaudited)
------------------------------------------------------------------------------------------------------------------------------------
     THREE MONTHS ENDED MARCH 31,                                                                               2003         2002
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                          <C>          <C>
     INTEREST INCOME
     Interest and fees on loans.........................................................................     $ 3,622      $ 3,685
     Interest and dividends on investment securities:
         Taxable........................................................................................       2,191        2,607
         Tax-exempt.....................................................................................         542          455
     Interest on Federal funds sold.....................................................................          36           48
     Interest on interest-bearing balances..............................................................           1            1
------------------------------------------------------------------------------------------------------------------------------------
              Total interest income.....................................................................       6,392        6,796
------------------------------------------------------------------------------------------------------------------------------------
     INTEREST EXPENSE
     Interest on deposits
         Interest-bearing demand accounts...............................................................         115           74
         Money market accounts..........................................................................          87          149
         Savings........................................................................................         108          118
         Time ..........................................................................................       1,165        1,592
         Time over $100,000.............................................................................         289          456
     Interest on short-term borrowings..................................................................          29           72
     Interest on Federal Home Loan Bank advances........................................................         712          710
------------------------------------------------------------------------------------------------------------------------------------
              Total interest expense....................................................................       2,505        3,171
------------------------------------------------------------------------------------------------------------------------------------
              Net interest income.......................................................................       3,887        3,625
     Provision for loan losses..........................................................................           -            -
------------------------------------------------------------------------------------------------------------------------------------
              Net interest income after provision for loan losses.......................................       3,887        3,625
------------------------------------------------------------------------------------------------------------------------------------
     NON-INTEREST INCOME
     Fees for services to customers.....................................................................         414          358
     ATM and debit card income..........................................................................         131          109
     Income on cash surrender value of insurance........................................................          77           79
     Mortgage servicing (loss) income...................................................................         (59)          15
     Net gain (loss) on investment securities available-for-sale........................................         155          (64)
     Net gain on sale of loans..........................................................................         361          141
     Other operating income.............................................................................         159           96
------------------------------------------------------------------------------------------------------------------------------------
              Total non-interest income.................................................................       1,238          734
------------------------------------------------------------------------------------------------------------------------------------
     NON-INTEREST EXPENSE
     Salaries and employee benefits.....................................................................       1,809        1,552
     Net occupancy expense..............................................................................         215          206
     Furniture and equipment expense....................................................................         270          228
     Marketing expense..................................................................................         100          144
     Third party services...............................................................................         190          134
     Telephone, postage and supplies expense............................................................         137          133
     State taxes........................................................................................          83           93
     Other expense......................................................................................         334          304
------------------------------------------------------------------------------------------------------------------------------------
              Total non-interest expense................................................................       3,138        2,794
------------------------------------------------------------------------------------------------------------------------------------
         Income before income taxes  ...................................................................       1,987        1,565
     Provision for income taxes.........................................................................         456          290
------------------------------------------------------------------------------------------------------------------------------------
         NET INCOME.....................................................................................     $ 1,531      $ 1,275
====================================================================================================================================
         NET INCOME PER SHARE - BASIC...................................................................     $   .99      $   .83
====================================================================================================================================
         NET INCOME PER SHARE - DILUTED.................................................................     $   .98      $   .82
====================================================================================================================================
         CASH DIVIDENDS PER SHARE.......................................................................     $   .33      $   .30
====================================================================================================================================
</TABLE>

THE ACCOMPANYING  NOTES ARE AN INTEGRAL PART OF THE UNAUDITED  CONSOLIDATED
FINANCIAL STATEMENTS.


                                     Page 1
<PAGE>

QNB CORP. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                                  (in thousands)
                                                                                                                    (unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          MARCH 31,    DECEMBER 31,
                                                                                                               2003            2002
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>             <C>
ASSETS
Cash and due from banks.................................................................................  $  21,158       $  17,476
Federal funds sold......................................................................................     10,421          10,001
------------------------------------------------------------------------------------------------------------------------------------
         Total cash and cash equivalents................................................................     31,579          27,477

Investment securities
     Available-for-sale (cost $214,038 and $209,217)....................................................    219,439         214,741
     Held-to-maturity (market value $23,487 and $30,386)................................................     22,936          29,736
Total loans, net of unearned income of $213 and $263       .............................................    229,878         216,850
     Allowance for loan losses..........................................................................     (2,933)         (2,938)
------------------------------------------------------------------------------------------------------------------------------------
         Net loans......................................................................................    226,945         213,912
Cash surrender value of insurance.......................................................................      7,478           7,397
Premises and equipment, net.............................................................................      5,443           5,497
Accrued interest receivable ............................................................................      2,436           2,710
Other assets............................................................................................      2,239           1,960
------------------------------------------------------------------------------------------------------------------------------------
Total assets............................................................................................  $ 518,495       $ 503,430
====================================================================================================================================

LIABILITIES
Deposits
     Demand, non-interest-bearing.......................................................................  $  53,004       $  47,079
     Interest-bearing demand accounts...................................................................     78,913          70,478
     Money market accounts..............................................................................     34,224          39,341
     Savings............................................................................................     49,755          45,338
     Time...............................................................................................    151,653         145,849
     Time over $100,000.................................................................................     42,781          40,828
------------------------------------------------------------------------------------------------------------------------------------
         Total deposits.................................................................................    410,330         388,913
Short-term borrowings...................................................................................      6,635          14,485
Federal Home Loan Bank advances.........................................................................     55,000          55,000
Accrued interest payable................................................................................      1,576           1,555
Other liabilities.......................................................................................      3,002           2,563
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities.......................................................................................    476,543         462,516
------------------------------------------------------------------------------------------------------------------------------------

Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $1.25 per share;
     authorized 5,000,000 shares; 1,598,664 shares and 1,594,140 shares issued;
     1,545,321 and 1,540,797 shares outstanding.........................................................      1,998           1,993
Surplus  ...............................................................................................      8,810           8,759
Retained earnings.......................................................................................     29,074          28,053
Accumulated other comprehensive gain, net...............................................................      3,564           3,603
Treasury stock, at cost; 53,343 shares at March 31, 2003 and December 31, 2002..........................     (1,494)         (1,494)
------------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity..............................................................................     41,952          40,914
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity..............................................................  $ 518,495       $ 503,430
====================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS.


                                     Page 2
<PAGE>

QNB CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                                    (in thousands)
                                                                                                                      (unaudited)
------------------------------------------------------------------------------------------------------------------------------------
     THREE MONTHS ENDED MARCH 31,                                                                                  2003        2002
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>          <C>
     OPERATING ACTIVITIES
       Net income.........................................................................................     $  1,531     $ 1,275
       Adjustments to reconcile net income to net cash provided by operating activities
         Depreciation and amortization....................................................................          207         181
         Securities (gains) losses  ......................................................................         (155)         64
         Net gain on sale of loans........................................................................         (361)       (141)
         Proceeds from sales of residential mortgages.....................................................        9,908       7,637
         Originations of residential mortgages held-for-sale..............................................       (8,064)     (6,811)
         Proceeds from sales of student loans.............................................................          262         903
         Recovery of charged-off loans....................................................................            -          31
         Income on cash surrender value of insurance......................................................          (77)        (79)
         Deferred income tax provision....................................................................           23          64
         Change in income taxes payable...................................................................          421         207
         Net decrease (increase) in interest receivable...................................................          274        (164)
         Net amortization of premiums and discounts.......................................................          432         124
         Net increase in interest payable.................................................................           21         156
         Increase in other assets ........................................................................         (439)       (310)
         Increase in other liabilities....................................................................          105         540
------------------------------------------------------------------------------------------------------------------------------------
         Net cash provided by operating activities........................................................        4,088       3,677
------------------------------------------------------------------------------------------------------------------------------------
     INVESTING ACTIVITIES
       Proceeds from maturities and calls of investment securities
         available-for-sale...............................................................................       25,342      13,135
         held-to-maturity.................................................................................        6,791       4,016
       Proceeds from sales of investment securities
         available-for-sale...............................................................................       18,643         565
       Purchase of investment securities
         available-for-sale...............................................................................      (48,944)    (31,877)
         held-to-maturity.................................................................................            -      (5,955)
       Net increase in loans..............................................................................      (14,778)     (3,567)
       Net purchases of premises and equipment............................................................         (153)       (119)
------------------------------------------------------------------------------------------------------------------------------------
         Net cash used by investing activities............................................................      (13,099)    (23,802)
------------------------------------------------------------------------------------------------------------------------------------
     FINANCING ACTIVITIES
       Net increase in non-interest-bearing deposits......................................................        5,925         173
       Net increase in interest-bearing deposits..........................................................       15,492      19,882
       Net (decrease) increase in short-term borrowings...................................................       (7,850)      2,582
       Proceeds from Federal Home Loan Bank advances......................................................            -       2,000
       Cash dividends paid................................................................................         (510)       (462)
       Proceeds from issuance of common stock.............................................................           56          32
------------------------------------------------------------------------------------------------------------------------------------
         Net cash provided by financing activites.........................................................       13,113      24,207
------------------------------------------------------------------------------------------------------------------------------------
        Increase in cash and cash equivalents.............................................................        4,102       4,082
        Cash and cash equivalents at beginning of year....................................................       27,477      23,881
------------------------------------------------------------------------------------------------------------------------------------
        Cash and cash equivalents at end of period........................................................     $ 31,579     $27,963
====================================================================================================================================

     SUPPLEMENTAL CASH FLOW DISCLOSURES
       Interest paid......................................................................................     $  2,484     $ 3,015
       Income taxes paid..................................................................................            -           5
       Non-Cash Transactions
         Change in net unrealized holding gains, net of taxes, on investment securities...................          (39)       (806)

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS.

                                     Page 3
<PAGE>



                            QNB CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 MARCH 31, 2003 AND 2002, AND DECEMBER 31, 2002
                                   (UNAUDITED)


1. REPORTING AND ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of QNB
Corp. and its wholly owned subsidiary, The Quakertown National Bank, (QNB). All
significant intercompany accounts and transactions are eliminated in the
consolidated statements.

The consolidated balance sheet as of March 31, 2003, as well as the respective
statements of income and cash flows for the three-month period ended March 31,
2003 and 2002, are unaudited. These financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
QNB's 2002 Annual Report incorporated in the Form 10-K.

The financial statements reflect all adjustments, which in the opinion of
management are necessary for a fair presentation of the results of the interim
periods and are of a normal and recurring nature. The results for the periods
presented are not necessarily indicative of the full year. Tabular information
other than share date is presented in thousands of dollars.

In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from such estimates.


STOCK BASED COMPENSATION

At March 31, 2003, QNB has two stock-based employee compensation plans. QNB
accounts for those plans under the recognition and measurement principles of APB
Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price equal to
the market value of the underlying common stock on the date of grant. The "fair
value" approach under SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,
takes into account the time value of the option and will generally result in
compensation expense being recorded. Each year since the inception of SFAS No.
123, QNB has disclosed, in the notes to the financial statements contained in
its annual report to shareholders, what the earnings impact would have been had
QNB elected the "fair value" approach under SFAS No. 123. Such disclosure is now
required on a quarterly basis in accordance with SFAS No. 148, ACCOUNTING FOR
STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE - AN AMENDMENT OF FASB
STATEMENT NO. 123.

                                   Form 10-Q
                                     Page 4
<PAGE>


                            QNB CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 MARCH 31, 2003 AND 2002, AND DECEMBER 31, 2002
                                   (UNAUDITED)

The following table illustrates the effect of net income and earnings per share
if the company had applied the fair value recognition provisions of FASB
Statement No. 123 to stock-based employee compensation.


                                                          For the Three Months
                                                            Ended March 31,
                                                          2003            2002
                                                         ------          ------

Net income, as reported                                  $1,531          $1,275
Deduct: Total stock-based employee compensation
  expense determined under fair value based
  method for all awards, net of related tax effects          26              22

Pro forma net income                                     $1,505          $1,253

Earnings per share
   Basic - as reported                                     $.99            $.83

   Basic - pro forma                                       $.97            $.81

   Diluted - as reported                                   $.98            $.82

   Diluted - pro forma                                     $.96            $.81


2. PER SHARE DATA

The following sets forth the computation of basic and diluted earnings per share
(share and per share data are not in thousands):

                                                         For the Three Months
                                                            Ended March 31,
                                                           2003           2002
                                                           ----           ----

Numerator for basic and diluted earnings                 $1,531         $1,275
per share-net income

Denominator for basic earnings per share-             1,543,431      1,538,217
weighted average shares outstanding

Effect of dilutive securities-employee                   18,547          9,399
stock options

Denominator for diluted earnings per                  1,561,978      1,547,616
share- adjusted weighted average
shares outstanding

Earnings per share-basic                                   $.99           $.83
Earnings per share-diluted                                 $.98           $.82

There were no stock options that were anti-dilutive for either three-month
period ended March 31, 2003 or 2002.

                                   Form 10-Q
                                     Page 5
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 MARCH 31, 2003 AND 2002, AND DECEMBER 31, 2002
                                   (UNAUDITED)


3. COMPREHENSIVE INCOME

Comprehensive income is defined as the change in equity of a business entity
during a period from transactions and other events and circumstances, excluding
those resulting from investments by and distributions to owners. For QNB, the
sole component of other comprehensive income is the unrealized holding gains and
losses on available-for-sale investment securities.

The following shows the components and activity of comprehensive income during
the periods ended March 31, 2003 and 2002 (net of the income tax effect):

                                                           For the Three Months
                                                             Ended March 31,
                                                           2003           2002
                                                           ----           ----

Unrealized  holding gains (losses) arising during
the period on securities held                               $63          $(848)

Reclassification adjustment for sold securities            (102)            42
                                                           -----            --

Net change in unrealized gains during the period            (39)          (806)

Unrealized holding gains, beginning of period             3,603           1,099
                                                          -----           -----

Unrealized holding gains, end of period                  $3,564            $293
                                                         ======            ====

Net income                                               $1,531          $1,275
Other comprehensive  income, net  of tax:

Unrealized holding losses arising during the period         (39)           (806)
                                                            ----           -----
Comprehensive Income                                     $1,492            $469
                                                         ======            ====



4. STOCK REPURCHASE PLAN

In March of 2000, the Board of Directors of QNB Corp. authorized the repurchase
of up to 4.99 percent or 79,180 shares of QNB Corp's outstanding common stock.
Such repurchases may be made in open market or privately negotiated
transactions. The repurchased shares will be held in treasury and will be
available for general corporate purposes. As of March 31, 2003 QNB Corp.
repurchased 53,343 shares at an average cost of $28.01 per share. No shares were
repurchased during the first quarter of 2003 or 2002.

                                   Form 10-Q
                                     Page 6
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 MARCH 31, 2003 AND 2002, AND DECEMBER 31, 2002
                                   (UNAUDITED)


5. INTANGIBLE ASSETS

The following table presents Intangible Asset information as of March 31, 2003:

<TABLE>
<CAPTION>

------------------------------------ ----------------------- ------------------------- ----------------------
Amortized Intangible Assets              Gross Carrying            Accumulated             Net Carrying
                                             Amount                Amortization               Amount
------------------------------------ ----------------------- ------------------------- ----------------------
<S>                                                    <C>                       <C>                    <C>
Purchased deposit premium                              $511                      $277                   $234
------------------------------------ ----------------------- ------------------------- ----------------------
Mortgage servicing asset                                651                       230                    421
------------------------------------ ----------------------- ------------------------- ----------------------
  Total                                              $1,162                      $507                   $655
------------------------------------ ----------------------- ------------------------- ----------------------

The following table presents Intangible Asset information as of December 31, 2002:

------------------------------------ ----------------------- ------------------------- ----------------------
Amortized Intangible Assets              Gross Carrying            Accumulated             Net Carrying
                                             Amount                Amortization               Amount
------------------------------------ ----------------------- ------------------------- ----------------------
Purchased deposit premium                              $511                      $264                   $247
------------------------------------ ----------------------- ------------------------- ----------------------
Mortgage servicing asset                                679                       250                    429
------------------------------------ ----------------------- ------------------------- ----------------------
  Total                                              $1,190                      $514                   $676
------------------------------------ ----------------------- ------------------------- ----------------------
</TABLE>


AGGREGATE AMORTIZATION EXPENSE

For the Three Months ended March 31, 2003     $118

ESTIMATED AMORTIZATION EXPENSE

For the Year Ended 12/31/03                $252
For the Year Ended 12/31/04                 157
For the Year Ended 12/31/05                 126
For the Year Ended 12/31/06                 101
For the Year Ended 12/31/07                  84


6. RECENT ACCOUNTING PRONOUNCEMENTS

STOCK-BASED COMPENSATION

In December, 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR STOCK-BASED
COMPENSATION- TRANSITION AND DISCLOSURE. This Statement amends SFAS No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based compensation. It also amends the disclosure
provisions of that Statement to require prominent disclosure about the effects
on reported net income of an entity's accounting policy decisions with respect
to stock-based employee compensation. Finally, this statement amends APB Opinion
No. 28, INTERIM FINANCIAL REPORTING, to require disclosure about those effects
in interim financial information. The requirements for SFAS No. 148 are
effective for financial statements for fiscal years ended and interim periods
beginning after December 15, 2002. QNB uses the

                                   Form 10-Q
                                     Page 7
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 MARCH 31, 2003 AND 2002, AND DECEMBER 31, 2002
                                   (UNAUDITED)


"intrinsic value" approach to accounting for stock-based compensation to account
for stock-based compensation as permitted under APB Opinion No. 25. QNB has
adopted the disclosure provisions of SFAS No. 148. The disclosure provisions had
no impact on QNB's consolidated earnings, financial condition, or equity.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In April 2003, the FASB issued SFAS No. 149, AMENDMENTS OF STATEMENT 133 ON
DERIVATIVE INSTRUMENTS AND HEDGING Activities, which establishes accounting and
reporting standards for derivative instruments, including derivatives embedded
in other contracts and hedging activities. The statement amends Statement No.
133 for decisions made by the Board as part of the Derivatives Implementation
Group (DIG) process. The statement also amends Statement No. 133 to incorporate
clarifications of the definition of a derivative. The statement is effective for
contracts entered into or modified and hedging relationships designated after
June 30, 2003. The provisions of this statement are not expected to have a
material impact on QNB's consolidated earnings, financial condition, or equity.

GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES

In November 2002, the FASB issued Interpretation No. (FIN) 45, GUARANTOR'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS. This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. This Interpretation does not prescribe a specific
approach for subsequently measuring the guarantor's recognized liability over
the term of the related guarantee. This Interpretation also incorporates,
without change, the guidance in FASB Interpretation No. 34, DISCLOSURE OF
INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS, which is being superseded. The
initial recognition and initial measurement provisions of this Interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end. There was no
impact on earnings, financial condition or equity upon adoption of FIN 45. The
disclosure requirements in this Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
adoption of the disclosure requirements of FIN 45 did not have an impact on the
financial statements or notes to the financial statements.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, the FASB issued Interpretation No. (FIN) 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO. 51. This Interpretation
addresses the consolidation by business enterprises of variable interest
entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created or
obtained after January 31, 2003. For public enterprises with a variable interest
in a variable interest entity created before February 1, 2003, the
Interpretation applies to that enterprise no later than the beginning of the
first interim or annual reporting period beginning after June 15, 2003. There
was no impact on earnings, financial condition, or equity upon adoption of FASB
Interpretation No. 46.


                                   Form 10-Q
                                     Page 8
<PAGE>


                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


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

QNB Corp. (the "Corporation") is a bank holding company headquartered in
Quakertown, Pennsylvania. The Corporation through its wholly owned subsidiary,
The Quakertown National Bank (the "Bank"), has been serving the residents and
businesses of Upper Bucks, Northern Montgomery and Southern Lehigh Counties in
Pennsylvania since 1877. The Bank is a locally managed community bank that
provides a full range of commercial, retail banking and trust and investment
management services. The consolidated entity is referred to herein as "QNB".

THIS REPORT INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT WITH RESPECT TO FINANCIAL PERFORMANCE
AND OTHER FINANCIAL AND BUSINESS MATTERS. FORWARD-LOOKING STATEMENTS ARE
TYPICALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS "BELIEVE," "EXPECT,"
"ANTICIPATE," "INTEND," "ESTIMATE," "POSITION" AND VARIATIONS OF SUCH WORDS AND
SIMILAR EXPRESSIONS, OR FUTURE OR CONDITIONAL VERBS SUCH AS "WILL," "WOULD,"
"SHOULD," "COULD," "MAY" OR SIMILAR EXPRESSIONS. THE CORPORATION CAUTIONS THAT
THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS ASSUMPTIONS, RISKS AND
UNCERTAINTIES, ALL OF WHICH CHANGE OVER TIME, AND THE CORPORATION ASSUMES NO
DUTY TO UPDATE FORWARD LOOKING STATEMENTS. ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS.

IN ADDITION TO FACTORS PREVIOUSLY DISCLOSED BY THE CORPORATION AND THOSE
IDENTIFIED ELSEWHERE HEREIN, THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM FORWARD LOOKING STATEMENTS: INCREASED
CREDIT RISK; THE INTRODUCTION, WITHDRAWAL, SUCCESS AND TIMING OF BUSINESS
INITIATIVES AND STRATEGIES; CHANGES IN COMPETITIVE CONDITIONS; THE INABILITY TO
SUSTAIN REVENUE AND EARNINGS GROWTH; CHANGES IN ECONOMIC CONDITIONS, INTEREST
RATES AND FINANCIAL AND CAPITAL MARKETS; INFLATION; CHANGES IN INVESTMENT
PERFORMANCE; CUSTOMER DISINTERMEDIATION; CUSTOMER BORROWING, REPAYMENT,
INVESTMENT AND DEPOSIT PRACTICES; CUSTOMER ACCEPTANCE OF QNB PRODUCTS AND
SERVICES; AND THE IMPACT, EXTENT AND TIMING OF TECHNOLOGICAL CHANGES, CAPITAL
MANAGEMENT ACTIVITIES, ACTIONS OF THE FEDERAL RESERVE BOARD AND LEGISLATIVE AND
REGULATORY ACTIONS AND REFORMS.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Discussion and analysis of the financial condition and results of operations are
based on the consolidated financial statements of QNB, which are prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of these financial statements requires QNB to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. QNB evaluates estimates on an on-going basis, including those
related to the allowance for loan losses, non-accrual loans, other real estate
owned, other-than-temporary investment impairments, intangible assets, stock
option plan and income taxes. QNB bases its estimates on historical experience
and various other factors and assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

QNB believes the following critical accounting policies affect its more
significant judgments and estimates used in preparation of its consolidated
financial statements: allowance for loan losses, income taxes and other-than-

                                   Form 10-Q
                                     Page 9
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


CRITICAL ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)

temporary investment security impairment. Each estimate is discussed below. The
financial impact of each estimate is discussed in the applicable sections of
Management's Discussion and Analysis.

ALLOWANCE FOR LOAN LOSSES

QNB maintains an allowance for loan losses, which is intended to absorb probable
known and inherent losses in the outstanding loan portfolio. The allowance is
reduced by actual credit losses and is increased by the provision for loan
losses and recoveries of previous losses. The provisions for loan losses are
charged to earnings to bring the total allowance for loan losses to a level
considered necessary by management.

The allowance for loan losses is based on management's continuing review and
evaluation of the loan portfolio. The level of the allowance is determined by
assigning specific reserves to individually identified problem credits and
general reserves to all other loans. The portion of the allowance that is
allocated to internally criticized and non-accrual loans is determined by
estimating the inherent loss on each credit after giving consideration to the
value of underlying collateral. The general reserves are based on the
composition and risk characteristics of the loan portfolio, including the nature
of the loan portfolio, credit concentration trends, historic and anticipated
delinquency and loss experience, as well as other qualitative factors such as
current economic trends.

Management emphasizes loan quality and close monitoring of potential problem
credits. Credit risk identification and review processes are utilized in order
to assess and monitor the degree of risk in the loan portfolio. QNB's lending
and loan administration staff are charged with reviewing the loan portfolio and
identifying changes in the economy or in a borrower's circumstances which may
affect the ability to repay debt or the value of pledged collateral. A loan
classification and review system exists that identifies those loans with a
higher than normal risk of uncollectibility. Each commercial loan is assigned a
grade based upon an assessment of the borrower's financial capacity to service
the debt and the presence and value of collateral for the loan. An independent
loan review group tests risk assessments and evaluates the adequacy of the
allowance for loan losses. Management meets monthly to review the credit quality
of the loan portfolio and quarterly to review the allowance for loan losses.

In addition, various regulatory agencies, as an integral part of their
examination process, periodically review QNB's allowance for losses on loans.
Such agencies may require QNB to recognize additions to the allowance based on
their judgments about information available to them at the time of their
examination.

Management believes that it uses the best information available to make
determinations about the adequacy of the allowance and that it has established
its existing allowance for loan losses in accordance with GAAP. If circumstances
differ substantially from the assumptions used in making determinations, future
adjustments to the allowance for loan losses may be necessary and results of
operations could be affected. Because future events affecting borrowers and
collateral cannot be predicted with certainty, there can be no assurance that
increases to the allowance will not be necessary should the quality of any loans
deteriorate as a result of the factors discussed above.

INCOME TAXES. QNB accounts for income taxes under the asset/liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, as well as operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates

                                    Form 10-Q
                                     Page 10
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



CRITICAL ACCOUNTING POLICIES AND ESTIMATES (CONTINUED):

INCOME TAXES (CONTINUED)

expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. A valuation allowance is established
against deferred tax assets when in the judgment of management, it is more
likely than not that such deferred tax assets will not become available. Because
the judgment about the level of future taxable income is dependent to a great
extent on matters that may, at least in part go beyond QNB's control, it is at
least reasonably possible that management's judgment about the need for a
valuation allowance for deferred taxes could change in the near term. At March
31, 2003 QNB had a $138,000 valuation allowance for deferred taxes.

OTHER THAN TEMPORARY IMPAIRMENT OF INVESTMENT SECURITIES

Securities are evaluated periodically to determine whether a decline in their
value is other than temporary. Management utilizes criteria such as the
magnitude and duration of the decline, in addition to the reasons underlying the
decline, to determine whether the loss in value is other than temporary. The
term "other than temporary" is not intended to indicate that the decline is
permanent, but indicates that the prospects for a near-term recovery of value is
not necessarily favorable, or that there is a lack of evidence to support
realizable value equal to or greater than carrying value of the investment. Once
a decline in value is determined to be other than temporary, the value of the
security is reduced and a corresponding charge to earnings is recognized.


RESULTS OF OPERATIONS

QNB reported net income for the first quarter of 2003 of $1,531,000 or $.98 per
share on a diluted basis. Results for the first quarter of 2003 represent a
record quarter for QNB. This also represents a 20.1 percent increase in net
income when compared to the $1,275,000 or $.82 a diluted share reported for the
first quarter of 2002.

Contributing to the increase in net income when comparing the two quarters is
higher net interest income and non-interest income. Net interest income
increased $262,000 as an 8.2 percent increase in average earning assets offset a
four basis point decline in the net interest margin. Average loans and average
investment securities increased 7.4 percent and 9.1 percent, respectively. The
net interest margin was 3.67 percent for the first quarter of 2003 compared to
3.71 percent for the same period in 2002.

Non-interest income for the three months ended March 31, 2003 was $1,238,000, a
$504,000 increase from the first quarter of 2002. When comparing these two
periods gains on the sale of loans increased $220,000 and net gains on the sale
of investment securities increased $219,000. The record low interest rate
environment has resulted in a substantial increase in mortgage refinance
activity that has contributed to the increase in the gain on the sale of loans.

Non-interest expense increased from $2,794,000 for the first quarter of 2002 to
$3,138,000 for the first quarter of 2003. An increase in personnel expense
accounts for $257,000 of the increase in non-interest expense.

Return on average assets was 1.24 percent and 1.12 percent while the return on
average equity was 16.38 percent and 15.04 percent for the quarters ended March
31, 2003 and 2002, respectively.

                                    Form 10-Q
                                     Page 11
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION

NET INTEREST INCOME

Net interest income is the primary source of operating income for QNB. Net
interest income is interest income, dividends, and fees on earning assets, less
interest expense incurred for funding sources. Earning assets primarily include
loans, investment securities and Federal funds sold. Sources used to fund these
assets include deposits, borrowed funds and shareholders' equity. Net interest
income is affected by changes in interest rates, the volume and mix of earning
assets and interest-bearing liabilities, and the amount of earning assets funded
by non-interest-bearing deposits.

Net interest income increased 7.2 percent to $3,887,000 for the quarter ended
March 31, 2003 as compared to $3,625,000 for the quarter ended March 31, 2002.
On a tax-equivalent basis, which allows for the comparison of tax-exempt loans
and investments to taxable loans and investments, net interest income increased
by 7.1 percent from $3,964,000 for the three months ended March 31, 2002 to
$4,246,000 for the same period ended March 31, 2003. The growth in net interest
income is a result of the tremendous growth in deposits. This is a continuation
of the trend in deposit growth that began during 2001. Continued lackluster
performance of the stock market, a slow growing United States economy, and
geopolitical uncertainty have contributed to the inflow of funds into the
banking system. Consumers are looking for the relative safely of bank deposits
despite the low interest rate environment. Average deposits increased
$39,022,000 or 10.9 percent when comparing the first quarters of 2003 and 2002.
These deposits were used to fund the $15,211,000 or 7.4 percent increase in
average loans and the $19,544,000 or 9.1 percent increase in average investment
securities.

The historically low interest rate environment continued during the first
quarter of 2003. This had the impact of lowering the yield on earning assets and
the rate paid on interest-bearing liabilities, as loans, investment securities
and time deposits either repriced at lower rates or were originated at lower
interest rates. The yield on earning assets on a tax-equivalent basis was 5.84
percent for the first quarter of 2003 versus 6.67 percent for the first quarter
of 2002, while the rate paid on interest-bearing liabilities was 2.45 percent
and 3.35 percent for the same periods. The net interest margin, on a
tax-equivalent basis, declined 4 basis points to 3.67 percent for the
three-month period ended March 31, 2003 compared with 3.71 percent for the same
period in 2002. However, the net interest margin for the three months ended
March 31, 2003 represents an increase from the 3.53 percent reported for the
fourth quarter of 2002.

The yield on loans decreased 64 basis points to 6.72 percent when comparing the
first quarter of 2002 to the first quarter of 2003.The average prime rate when
comparing the first quarter of 2002 to the first quarter of 2003 decreased 50
basis points, from 4.75 percent to 4.25 percent. While QNB was negatively
impacted from the decline in prime rate, the overall yield on the loan portfolio
did not decrease proportionately, since only a percentage of the loan portfolio
re-prices immediately with changes in the prime rate. A greater contributor to
the decline in yield on the loan portfolio was the impact of the refinancing of
residential mortgage, home equity and commercial loans into lower yielding
loans. The yield on the loan portfolio may continue to decline in 2003 as fixed
rate loans are refinanced at lower rates, adjustable rate loans re-price down as
they reach their reset date and new loans are booked at the current lower rates.
In anticipation of rising rates toward the end of 2003 and during 2004, QNB,
particularly with regard to commercial loans, has attempted to originate
floating rate loans indexed to the prime rate. This should help increase the
yield on the loan portfolio as interest rates increase.

When comparing the first quarter of 2003 to the first quarter of 2002, the yield
on investment securities decreased to 5.25 percent from 6.29 percent. With the
continuing low interest rate environment, cash flow from callable agency and
municipal securities, mortgage-backed securities and collateralized mortgage
obligations (CMOs) remains high. These funds as well as new funds from deposit
growth were reinvested in

                                    Form 10-Q
                                     Page 12
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION

NET INTEREST INCOME (CONTINUED)

lower-yielding securities. Another result of the increase in the prepayments on
mortgage backed securities and CMOs purchased at a premium was an increase in
the amortization of the premium on these securities. The net amortization on
investment securities was $302,000 during the first quarter of 2003 compared
with $54,000 in the first quarter of 2002. The increase in premium amortization
has the impact of reducing interest income and the yield on the portfolio. QNB
has attempted to manage the prepayment and amortization situation by selling out
of certain faster paying CMOs and mortgage backed securities and purchasing
lower coupon, lower premium mortgage backed securities and CMOs that will not
pay as quickly should rates stay low or decline further. The yield on the
investment portfolio may continue to decline during 2003, as higher yielding
securities continue to be replaced at lower rates.

While total interest income on a tax-equivalent basis decreased $384,000 when
comparing the first quarter of 2003 to the first quarter of 2002, total interest
expense decreased $666,000. The rate paid on interest bearing deposits decreased
from 3.06 percent to 2.05 for the quarters ended March 31, 2002 and 2003. The
impact of lower rates on time deposits was the greatest contributor to the
decline in total interest expense and the rate paid on interest bearing
deposits. Total interest expense on time deposits decreased $594,000 when
comparing the two quarters. The average rate paid on time declined from 4.45
percent to 3.08 percent when comparing the two periods. Like fixed-rate loans,
certificates of deposit reprice over time and therefore have less of an
immediate impact on yield in either a rising or falling rate environment.
Average time deposits increased $4,760,000 to $191,541,000 when comparing the
first quarter of 2003 to the same period in 2002. A $10,769,000 increase in
average time deposits with balances less than $100,000 offset a $6,009,00
decrease in average time deposits with balances of $100,000 or more.

Lower rates paid on money market accounts and savings accounts contributed to
the $62,000 and $10,000 decrease in interest expense for these products. The
average rate paid on money market accounts declined 69 basis points when
comparing the first quarter of 2003 yield of .98 percent to the first quarter of
2002 yield of 1.67 percent. Contributing to the decline in the yield on money
market accounts was the decline in the rate paid on the Treasury Select Money
Market Account. This product is a variable rate account indexed to the monthly
average of the 91-day Treasury bill based on balances in the account. The
decline in the 91-day Treasury rate resulted in significantly lower rates on
this product. In response to lower market rates of interest QNB lowered the
rates paid on savings accounts. The average rate paid on savings accounts
declined 31 basis points to .92 percent when comparing the first quarter of 2003
to the first quarter of 2002. When comparing the first quarter of 2003 to the
first quarter of 2002 average money market accounts decreased $248,000 while
average savings accounts increased $8,469,000.

Interest expense on interest bearing demand accounts increased from $74,000 to
$115,000, while the yield on these accounts increased from .55 percent to .63
percent, when comparing the three-month periods ended March 31, 2002 and 2003.
The average balance on these accounts increased from $54,833,000 to $74,421,000
when comparing the same two periods. The majority of the growth in interest
bearing demand deposits can be attributed to the successful development of a
relationship with a municipal organization.

The yield on time deposits may continue to decline in 2003 as these deposits
mature and reprice at lower rates. However, the rate of decline will likely slow
because many of these deposits have already repriced at lower rates. With regard
to the yield on non-maturity interest-bearing deposits, which reprice
immediately when their rates are changed, management does not expect the rate
paid to decline significantly as they have reached a level where only a minimal
reduction in rates is possible.

                                    Form 10-Q
                                     Page 13
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


NET INTEREST INCOME (CONTINUED)

Interest expense on short-term borrowing decreased from $72,000 for the first
quarter of 2002 to $29,000 for the first quarter of 2002. Average short-term
borrowings decreased from $14,259,000 to $9,532,000 when comparing the two
periods. In addition, the rate paid on short-term borrowings decreased from 2.05
percent for the first quarter of 2002 to 1.23 percent for the first quarter of
2003. Most of these borrowings are indexed with the Federal funds rate.


PROVISION FOR LOAN LOSSES

The provision for loan losses represents management's determination of the
amount necessary to be charged to operations to bring the allowance for loan
losses to a level that represents management's best estimate of the known and
inherent losses in the existing loan portfolio. Actual loan losses, net of
recoveries, serve to reduce the allowance.

The determination of an appropriate level of the allowance for loan losses is
based upon an analysis of the risk inherent in QNB's loan portfolio. Management
uses various tools to assess the adequacy of the allowance for loan losses. One
tool is a model recommended by the Office of the Comptroller of the Currency.
This model considers a number of relevant factors including: historical loan
loss experience, the assigned risk rating of the credit, current and projected
credit worthiness of the borrower, current value of the underlying collateral,
levels of and trends in delinquencies and non-accrual loans, trends in volume
and terms of loans, concentrations of credit, and national and local economic
trends and conditions. This model is supplemented with another analysis that
also incorporates exceptions to QNB's loan policy and QNB's portfolio exposure
to borrowers with large dollar concentration, defined as exceeding 50% of QNB's
legal lending limit. Other tools include ratio analysis and peer group analysis.

QNB's management determined no provision for loan losses was necessary for
either three-month period ended March 31, 2003 or 2002 as charged off loans,
non-performing assets and delinquent loans remained at low levels relative to
the allowance for loan losses. QNB had a net charge-off of $5,000 during the
first quarter of 2003 and a net recovery of $31,000 during the first quarter of
2002.

Non-performing assets (non-accruing loans, loans past due 90 days or more, other
real estate owned and other repossessed assets) remained low amounting to .12
percent of total assets at March 31, 2003. This compares to .09 percent at March
31, 2002 and .13 percent at December 31, 2002. Non-accrual loans were $579,000
and $402,000 at March 31, 2003 and 2002. Non-accrual loans at December 31, 2002
were $650,000. QNB did not have any other real estate owned as of March 31,
2003, December 31, 2002 or March 31, 2002. Repossessed assets were $5,000 and
$11,000 at March 31, 2003 and December 31, 2002. There were no repossessed
assets as of March 31, 2002.

There were no restructured loans as of March 31, 2002, December 31, 2001 or
March 31, 2001 as defined in Statement of Financial Accounting Standards No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructurings," that
have not already been included in loans past due 90 days or more or non-accrual
loans.

The allowance for loan losses was $2,933,000 and $2,938,000 at March 31, 2003
and December 31, 2002, respectively. The ratio of the allowance to total loans
was 1.28 percent and 1.35 percent at the respective



                                    Form 10-Q
                                     Page 14
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


PROVISION FOR LOAN LOSSES (CONTINUED)

period end dates. The 6.0 percent growth in total loans between December 31,
2002 and March 31, 2003 was the primary factor in the decline in this ratio.
While QNB believes that its allowance is adequate to cover losses in the loan
portfolio, there remain inherent uncertainties regarding future economic events
and their potential impact on asset quality.

A loan is considered impaired, based on current information and events, if it is
probable that QNB will be unable to collect the scheduled payments of principal
or interest when due according to the contractual terms of the loan agreement.
The measurement of impaired loans is generally based on the present value of
expected future cash flows discounted at the historical effective interest rate,
except that all collateral-dependent loans are measured for impairment based on
the fair value of the collateral.

At March 31, 2003 and 2002, the recorded investment in loans for which
impairment has been recognized in accordance with SFAS No. 114 totaled $552,000
and $319,000, respectively. No valuation allowance was necessary on these loans.
Most of the loans identified as impaired are collateral-dependent.

Management in determining the allowance for loan losses makes significant
estimates. Consideration is given to a variety of factors in establishing these
estimates including current economic conditions, diversification of the loan
portfolio, delinquency statistics, results of loan reviews, borrowers' perceived
financial and managerial strengths, the adequacy of underlying collateral if
collateral dependent, or the present value of future cash flows. Since the
allowance for loan losses is dependent, to a great extent, on conditions that
may be beyond QNB's control, it is at least reasonably possible that
management's estimates of the allowance for loan losses and actual results could
differ in the near term. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review QNB's allowance
for losses on loans. Such agencies may require QNB to recognize additions to the
allowance based on their judgments about information available to them at the
time of their examination.


NON-INTEREST INCOME

QNB, through its core banking business, generates various fees and service
charges. Total non-interest income is composed of service charges on deposit
accounts, ATM and debit card income, income on bank owned life insurance,
mortgage servicing fees, gains or losses on the sale of investment securities,
gains on the sale of residential mortgage loans and student loans, and other
miscellaneous fee income. QNB reviews all service charges and fee schedules
related to its products and services on an annual basis. QNB has not materially
changed these fee schedules during 2002 or 2003. During the third quarter of
2002, QNB increased its overdraft fee by 7.1 percent.

Total non-interest income increased $504,000 or 68.7 percent to $1,238,000 for
the quarter ended March 31, 2003 when compared to March 31, 2002. Excluding
gains and losses on the sale of investment securities and loans during both
periods, non-interest income increased approximately $65,000 or 9.9 percent.

Fees for services to customers, the largest component of total non-interest
income, is primarily comprised of service charges on deposit accounts. These
fees increased 15.6 percent, to $414,000 from $358,000, when comparing the two
quarters. The increase in the overdraft fee during the third quarter of 2002, as
well as an increase in the volume of overdrafts contributed to the $67,000 or
23.9 percent increase in overdraft income when comparing the three month periods
ended March 31, 2003 and 2002.


                                    Form 10-Q
                                     Page 15
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


NON-INTEREST INCOME (CONTINUED)

ATM and debit card income is primarily comprised of interchange income on debit
cards and ATM surcharge income for the use of QNB ATM machines by non-QNB
customers. ATM and debit card income was $131,000 for the first quarter of 2003,
an increase of $22,000 or 20.2 percent from the amount recorded during the first
quarter of 2002. Debit card income increased $16,000 or 20.4 percent to $92,000
during the first quarter of 2003. The increase in debit card income is a result
of increased acceptance by consumers as a means of paying for goods and
services. ATM transaction surcharge income decreased $4,000 or 13.1 percent to
$25,000 when comparing the first quarter of 2003 to the first quarter of 2002.
The decline in ATM transaction surcharge income is a result of a reduction in
the number of transactions by non-QNB customers at QNB machines.

When QNB sells its residential mortgages in the secondary market, it retains
servicing rights. A normal servicing fee is retained on all mortgage loans sold
and serviced. QNB recognizes its obligation to service financial assets that are
retained in a transfer of assets in the form of a servicing asset. The servicing
asset is amortized in proportion to and over the period of net servicing income
or loss. Servicing assets are assessed for impairment based on their fair value.
Mortgage servicing fees for the quarter ended March 31, 2003 were a loss of
$59,000. Included in this amount is a $75,000 valuation allowance for
impairment. This impairment was a result of the historically high prepayment
speeds on mortgages resulting from the record level of mortgage refinancing
activity created by the low interest rate environment. Excluding the valuation
allowance mortgage servicing income would have been $16,000 for the first
quarter of 2003 compared to $15,000 for the first quarter of 2002.

Other results from the increase in mortgage refinancing activity are an increase
in amortization expense and an increase in the amount of mortgages serviced.
When a loan is paid off, the servicing asset related to that mortgage must be
expensed. Amortization expense for the three-month periods ended March 31, 2003
and 2002 was $31,000 and $19,000, respectively. The average balance of mortgages
serviced for others was $74,876,000 for the first quarter of 2003 compared to
$65,891,000 for the first quarter of 2002, an increase of 13.6 percent. The
timing of mortgage payments and delinquencies also impacts the amount of
servicing fees recorded.

Net gains on the sale of investment securities were $155,000 for the first
quarter of 2003. QNB recognized a gain of $266,000 on the sale of debt
securities and a net loss of $111,000 in the marketable equity securities
portfolio. QNB sold $18,161,000 of mortgage-backed securities and CMO's that
were prepaying at very fast speeds. The proceeds were used to purchase lower
coupon 15-year mortgage backed securities. The purpose of this transaction was
to reduce the amount of cash flow currently being received. Included in the loss
on equity securities was a $126,000 write-down of securities whose decline in
market value below cost was deemed to be other than temporary. These securities
were determined to be impaired.

QNB recorded a net loss of $64,000 on the sale of investment securities during
the first quarter of 2002. Included in this amount was a loss of $82,000 related
to the write-down of marketable equity securities that declined in market value
below cost and was deemed to be other than temporary. This gain was a result of
sales of marketable equity securities. There were no sales of debt securities
during the first quarter of 2002.

QNB recorded a gain of $361,000 on the sale of loans during the first quarter of
2003. This compares to a $141,000 gain for the same period in 2002. The sale of
residential mortgages and the sale of student loans account for $356,000 and
$5,000 of the gains, respectively in 2003. For the same period in 2002 the sale
of residential mortgage loans accounted for $124,000 of the gain while the sale
of student loans represented


                                    Form 10-Q
                                     Page 16
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


NON-INTEREST INCOME (CONTINUED)

$17,000 of the gain. QNB sold approximately $257,000 and $886,000 in student
loans during the first quarters of 2003 and 2002, respectively. The decrease in
the gain on the sale relates to the lower volume of loans sold. Effective June
30, 2002 QNB terminated its agreement with the Student Loan Marketing
Association (SLMA). QNB will no longer be originating student loans for sale but
will be working on a referral basis instead. The remaining balance in portfolio
should be sold during the second quarter of 2003.

The net gain on residential mortgage sales is directly related to the volume of
mortgages sold and the timing of the sales relative to the interest rate
environment. As mentioned previously the decline in interest rates has resulted
in record mortgage refinancing activity during 2002. This activity remained
strong during the first quarter of 2003. QNB originated $8,064,000 and
$6,811,000 in mortgages held for sale during the first quarter of 2003 and 2002.
Proceeds from the sale of residential mortgages were approximately $9,908,000
and $7,637,000 during the first quarter of 2003 and 2002. As of March 31, 2003
and 2002 QNB had approximately $2,227,000 and $187,000 in mortgage loans
classified as held for sale. These loans are accounted for at lower of cost or
market.

Other operating income increased $63,000 to $159,000 during the first quarter of
2002. Included in other operating income was a $46,000 derivative gain on
residential mortgage loans held for sale that have been committed but not
settled. A $14,000 increase in retail brokerage income and a $3,000 increase in
trust income also contributed to the increase in other operating income when
comparing the first quarter of 2003 to the first quarter of 2002.


NON-INTEREST EXPENSE

Non-interest expense is comprised of costs related to salaries and employee
benefits, net occupancy, furniture and equipment, marketing, third party
services and various other operating expenses. Total non-interest expense of
$3,138,000 for the quarter ended March 31, 2003 represents an increase of
$344,000 or 12.3 percent from levels reported in the first quarter of 2002.

Salaries and benefits, the largest component of non-interest expense, increased
$257,000 or 16.6 percent to $1,809,000 for the quarter ended March 31, 2003
compared to the same quarter in 2002. Salary expense increased $203,000 or 16.3
percent during the period to $1,441,000 while benefits expense increased $55,000
or 17.6 percent to $368,000. The increase in salary expense related to the
implementation of a new incentive program amounts to $125,000 when comparing the
two quarters. Merit increases and an increase in the number of employees also
contributed to the increase in salary expense. The number of full
time-equivalent employees increased by six when comparing the first quarters of
2003 and 2002. QNB monitors, through the use of various surveys, the competitive
salary information in its markets and makes adjustments where appropriate. In
addition, in 2002 with the assistance of a consultant, QNB performed a complete
analysis of its compensation program. The increase in benefits expense is a
result of a $13,000 increase in payroll tax expense, a $21,000 increase in net
medical and dental premiums and a $14,000 increase in retirement plan expense.

Net occupancy expense increased $9,000 to $215,000 while furniture and equipment
expense increased $42,000 to $270,000 when comparing the three-month periods
ended March 31, 2003 and 2002, respectively. Higher utility costs and building
maintenance costs contributed to the increase in net occupancy expense. A
$27,000 increase in depreciation and amortization expense and a $9,000 increase
in equipment maintenance costs contributed to the increase in furniture and
equipment expense.


                                    Form 10-Q
                                     Page 17
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


NON-INTEREST EXPENSE (CONTINUED)

Marketing expense decreased $44,000 to $100,000 for the quarter ended March 31,
2003. The decrease in marketing expense is primarily a result of the timing of
advertising, sales promotion and donation expenses. The advertising and sales
promotion costs will likely catch up during the remainder of the year. During
the fourth quarter of 2002 QNB made several large long-term charitable pledges
that would likely have been made during the first quarter of 2003.

Third party services are comprised of professional services including legal,
accounting and auditing and consulting services as well as fees paid to outside
vendors for support services of day-to-day operations. These include Trust
services, retail non-deposit services, correspondent banking services,
investment security safekeeping and supply management services, to name a few.
Third party services expense was $190,000 in the first quarter of 2003 compared
to $134,000 for the first quarter of 2002. The use of an executive search firm
to fill an open Trust officer position was the primary contributor to the
increase in third party service expense. Also contributing to the increase were
consulting and training costs related to the installation of an upgrade to the
item processing system.


INCOME TAXES

Applicable income taxes and effective tax rates were $456,000 or 22.9 percent
for the three-month period ended March 31, 2003, and $290,000 or 18.5 percent
for the same period in 2002. The increase in the effective tax rate when
comparing 2003 to 2002 is a result of pre-tax income increasing at a rate faster
than tax-exempt income. Also contributing to the higher effective tax rate was
the non-deductible capital losses recorded during the first quarter for the
impairment of equity securities.

QNB utilizes an asset and liability approach for financial accounting and
reporting of income taxes. As of March 31, 2003 QNB's net deferred tax liability
was $942,000. The primary components of deferred taxes are a deferred tax asset
of $724,000 relating to the allowance for loan losses and a deferred tax
liability of $1,836,000 resulting from the SFAS No.115 adjustment for
available-for-sale investment securities. As of March 31, 2002 QNB's net
deferred tax asset was $625,000. A deferred tax asset of $737,000 related to the
allowance for loan losses was partially offset by a deferred tax liability of
$152,000 resulting from the SFAS No. 115 adjustment for available-for-sale
investment securities.

The realizability of deferred tax assets is dependent upon a variety of factors
including the generation of future taxable income, the existence of taxes paid
and recoverable, the reversal of deferred tax liabilities and tax planning
strategies. A valuation allowance of $95,000 was established during the year
ended December 31, 2002, to offset a portion of the tax benefits associated with
certain impaired securities that management believes may not be realizable. At
March 31, 2003 the valuation allowance was increased to $138,000. Based upon
these and other factors, management believes it is more likely than not that QNB
will realize the benefits of these remaining deferred tax assets.



                                    Form 10-Q
                                     Page 18
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



BALANCE SHEET ANALYSIS

The Balance Sheet Analysis reviews average balance sheet data for the three
months ended March 31, 2003 and 2002, as well as the period ended balances as of
March 31, 2003 and December 31, 2002.

Average earning assets for the three-month period ended March 31, 2003 increased
$35,424,000 or 8.2 percent to $469,041,000 from $433,617,000 for the quarter
ended March 31, 2002. Average investments increased $19,544,000 while average
loans and Federal funds sold increased $15,211,000 and $656,000, respectively.

The 7.4 percent increase in average loans is a result of the use of a business
development and calling program encompassing lending personnel, branch personnel
and executive management. The focus of this program is to both develop new
lending and deposit relationships as well as strengthen existing relationships.
This program was enhanced during 2002 with the development of a bank-wide sales
initiative that concentrated on sales training, particularly with regard to
identifying lending opportunities. This program is being expanded in 2003 to
include an incentive compensation program that will reward employees not only
for loan growth, but also for asset quality and profitability. The addition of
the Souderton branch location was also key to the growth in loans, especially
commercial loans. The growth in loans was achieved despite the relatively weak
economy during 2002 and the first quarter of 2003.

Average commercial loans increased $7,560,000 while average residential mortgage
loans and consumer loans increased $362,000 and $7,289,000 when comparing the
first quarter of 2003 to the first quarter of 2002. Residential mortgage loans
did not experience more growth despite the increase in originations because most
residential mortgage loans are sold. The increase in consumer loans is primarily
in the category of home equity loans, which increased $7,647,000 or 20.6
percent. Home equity loans have been popular with consumers; especially those
refinancing existing residential mortgage loans, because they have lower
origination costs than residential mortgage loans.

The growth in average earning assets was funded by increases in
non-interest-bearing and interest-bearing deposit accounts. Average non-interest
bearing demand accounts increased $6,453,000 or 16.2 percent, while average
interest-bearing deposit accounts increased $32,569,000 or 10.3 percent. The
"Free Checking" promotion, as well as the acquisition of new business accounts
were significant factors in the increase in non-interest bearing deposits.

The growth in average interest-bearing deposit accounts is primarily centered in
interest bearing demand deposit accounts which increased $19,588,000 or 35.7
percent. The majority of this growth can be attributed to the successful
development of a relationship with a municipal organization. Average savings
accounts increased $8,469,000 or 21.7 percent. Continued lackluster performance
of the stock market, a slow growing United States economy, and geopolitical
uncertainty have contributed to the inflow of funds into the banking system.
Consumers are looking for the relative safety of bank deposits despite the low
interest rate environment.

Time deposit accounts continued to increase in 2003 but at a much slower rate
than in previous years. Average total time deposits increased $4,760,000 or 2.5
percent to $191,541,000 when comparing the first quarter of 2003 to the first
quarter of 2002. Another difference in the growth pattern in time deposits was
in the maturity time frame selected by customers. In 2001, the majority of the
new time deposits were opened with maturities under one year, while in 2002 and
2003 customers extended the maturities and opened


                                    Form 10-Q
                                     Page 19
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION


BALANCE SHEET ANALYSIS (CONTINUED)


accounts with three to five year maturities. It appears that customers are
looking to achieve the highest yields possible in this low interest rate
environment.

Total assets at March 31, 2003 were $518,495,000, compared with $503,430,000 at
December 31, 2002, an increase of 3.0 percent for the quarter. The increase in
assets from December 31, 2002 to March 31, 2003 was primarily centered in loans,
which increased $13,028,000. This growth in assets was funded by a $21,417,000
increase in total deposits. Total deposits increased from $388,913,000 at
December 31, 2002 to $410,330,000 at March 31, 2003. The increase in deposits
was spread across all product lines except for money market accounts.
Non-interest bearing demand accounts and interest bearing demand accounts
increased $5,925,000 and $8,435,000, respectively when comparing balances at
March 31, 2003 and December 31, 2002. Savings accounts increased $4,417,000 and
total time deposits increased $7,757,000 when comparing the same time periods.
Money market accounts decreased $5,117,000 during this time frame.

At March 31, 2003 the fair value of investment securities available-for-sale was
$219,439,000 or $5,401,000 above the amortized cost of $214,038,000. This
compares to a fair value of $214,741,000 or $5,524,000 above the amortized cost
of $209,217,000 at December 31, 2002. An unrealized holding gain, net of taxes,
of $3,564,000 and $3,603,000 was recorded as an increase to shareholders' equity
at March 31, 2003 and December 31, 2002, respectively. The composition of the
portfolio has not changed significantly since December 31, 2002. During the
second quarter of 2002, management and the Board of Directors approved that all
future purchases of investment securities will be categorized as
available-for-sale. While there is the potential for increased volatility of
shareholder's equity due to market value changes, management believes it will
provide for more flexibility in managing the portfolio.

The available-for-sale portfolio had a weighted average maturity of
approximately 4 years and 7 months at both March 31, 2003 and December 31, 2002.
The weighted average tax-equivalent yield was 5.09 percent and 5.35 percent at
March 31, 2003 and December 31, 2002. The weighted average maturity is based on
the stated contractual maturity of all securities except for mortgage-backed
securities and CMOs, which are based on estimated average life. The maturity of
the portfolio may be shorter because of call features in many debt securities
and because of prepayments on mortgage-backed securities and CMOs. The interest
rate sensitivity analysis reflects the repricing term of the securities
portfolio based upon estimated call dates and anticipated cash flows assuming
management's most likely interest rate environment. The expected repricing term
of the available-for-sale portfolio was 3 years at March 31, 2003 and 2 years,
11 months at December 31, 2002, based on these assumptions.

Investment securities held-to-maturity are reported at amortized cost. As of
March 31, 2003 and December 31, 2002, QNB had securities classified as
held-to-maturity with an amortized cost of $22,936,000 and $29,736,000 and a
market value of $23,487,000 and $30,386,000, respectively. The held-to-maturity
portfolio had an expected repricing term of approximately 2 years, 1 month at
both March 31, 2003 and December 31, 2002. The weighted average tax-equivalent
yield was 6.14 percent at both March 31, 2003 and December 31, 2002.



                                    Form 10-Q
                                     Page 20
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



LIQUIDITY

Liquidity represents an institution's ability to generate cash or otherwise
obtain funds at reasonable rates to satisfy commitments to borrowers and demands
of depositors. QNB manages its mix of cash, Federal funds sold, investment
securities and loans in order to match the volatility, seasonality, interest
sensitivity and growth trends of its deposit funds. Liquidity is provided from
asset sources through maturities and repayments of loans and investment
securities, net interest income and fee income. The portfolio of investment
securities available-for-sale and QNB's policy of selling certain residential
mortgage originations and student loans in the secondary market also provide
sources of liquidity. Additional sources of liquidity are provided by The
Quakertown National Bank's membership in the Federal Home Loan Bank and a
$5,000,000 unsecured Federal funds line granted by the Bank's correspondent.

Cash and due from banks, Federal funds sold, available-for-sale securities and
loans held-for-sale were $253,385,000 and $246,377,000 at March 31, 2003 and
December 31, 2002. These sources were adequate to meet seasonal deposit
withdrawals and loan growth during the first quarter of 2003 and should be
adequate to meet normal fluctuations in loan demand and or deposit withdrawals.
QNB has been able to fund the growth in earning assets during the first quarter
of 2003 through increased deposits. QNB did not use its Federal funds line,
overnight borrowings from the FHLB or the Federal Reserve Bank discount window
to fund loan growth or deposit withdrawals during the first quarter of 2003.
Approximately $60,412,000 and $65,871,000 of available-for-sale securities at
March 31, 2003 and December 31, 2002 were pledged as collateral for repurchase
agreements and deposits of public funds. In addition, under terms of its
agreement with the Federal Home Loan Bank, QNB maintains otherwise unencumbered
qualifying assets (principally 1-4 family residential mortgage loans and U.S.
Government and Agency notes, bonds, and mortgage-backed securities) in the
amount of at least as much as its advances from the Federal Home Loan Bank.

The consolidated statements of cash flows present the changes in cash and cash
equivalents from operating, investing and financing activities. QNB's cash and
cash equivalents increased $4,102,000 to $31,579,000 at March 31, 2003. This
compares to a $4,082,000 increase during the first three months of 2002. After
adjusting net income for non-cash transactions, operating activities provided
$4,088,000 in cash flow in the first three months of 2003, compared to
$3,677,000 in the same period of 2002. Higher net income, an increase in
mortgage activity, an increase in amortization of premiums on investment
securities and an increase in taxes payable accounted for the increase in net
cash provided by operating activities during the first quarter of 2003. An
increase in net income, proceeds for the sale of residential mortgages and
student loans in excess of the origination of residential mortgage loans
held-for-sale as well as an increase in other liabilities account for the cash
provide by operation activities during the first quarter of 2002.

Net cash used by investing activities was $13,099,000 during the first quarter
of 2003. The growth in loans during the quarter was the primary use of cash.
Loans, excluding mortgage and student loan activity increased $14,778,000 during
the first quarter of 2003. Investment securities activity was a net provider of
cash of $1,832,000 during the first quarter of 2003. Net cash used by investing
activities was $23,802,000 during the first three months of 2002. The purchase
of investment securities exceeded the maturity, call and sales of securities by
$20,116,000 during the first quarter of 2002. Most of the activity relates to
the deployment of the deposit growth experienced during the first quarter of
2002. A net increase in loans of $3,567,000 was also a use of cash during the
first quarter of 2002.

Net cash provided by financing activities was $13,113,000 during the first
quarter of 2003 and $24,207,000 during the first quarter of 2002. The increase
in deposits of $21,417,000 offset the decline in short-term borrowings of
$7,850,000. The decrease in short-term borrowings is primarily the reduction of
balances held


                                    Form 10-Q
                                     Page 21
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



LIQUIDITY (CONTINUED)

by one repurchase agreement customer. A $19,882,000 increase in interest-bearing
deposits, including a $14,637,000 increase in time deposits was the main source
of funding during the first quarter of 2002. A $2,582,000 increase in short-term
borrowings as well as an additional $2,000,000 advance from the FHLB also
provided funding during the first quarter of 2002.


CAPITAL ADEQUACY

A strong capital position is fundamental to support continued growth and
profitability, to serve the needs of depositors, and to yield an attractive
return for shareholders. QNB's shareholders' equity at March 31, 2003 was
$41,952,000 or 8.09 percent of total assets compared to shareholders' equity of
$40,914,000 or 8.13 percent at December 31, 2002. Shareholders' equity at March
31, 2003 includes a positive adjustment of $3,564,000 related to unrealized
holding gains, net of taxes, on investment securities available-for-sale, while
shareholders' equity at December 31, 2002 includes a positive adjustment of
$3,603,000. Without these adjustments shareholders' equity to total assets would
have been 7.40 percent and 7.41 percent at March 31,2003 and December 31, 2002.

On March 30, 2000, the Board of Directors of QNB Corp. approved a plan to
repurchase up to 4.99 percent or 79,180 shares of QNB Corp's outstanding common
stock in open market and privately negotiated transactions. As of March 31, 2003
and December 31, 2002, 53,343 shares had been repurchased at an average cost of
$28.01. These shares are recorded as Treasury stock at cost and reduce total
shareholder's equity.

Shareholders' equity averaged $37,916,000 for the first three months of 2003 and
$35,707,000 during all of 2002, an increase of 6.2 percent. The ratio of average
total equity to average total assets increased to 7.56 percent for 2003,
compared to 7.45 percent for 2002. The increase in the equity to asset ratio is
a function of the growth in average equity outpacing the growth in total average
assets.

QNB Corp. and the Quakertown National Bank are subject to various regulatory
capital requirements as issued by Federal regulatory authorities. Regulatory
capital is defined in terms of Tier I capital (shareholders' equity excluding
unrealized gains or losses on available-for-sale securities), Tier II capital
which includes a portion of the allowance for loan losses, and total capital
(Tier I plus II). Risk-based capital ratios are expressed as a percentage of
risk-weighted assets. Risk-weighted assets are determined by assigning various
weights to all assets and off-balance sheet arrangements, such as letters of
credit and loan commitments, based on associated risk. Regulators have also
adopted minimum Tier I leverage ratio standards, which measure the ratio of Tier
I capital to total assets.

The minimum regulatory capital ratios are 4.00 percent for Tier I, 8.00 percent
for the total risk-based and 4.00 percent for leverage. Under the requirements,
QNB has a Tier I capital ratio of 12.24 percent and 12.40 percent, a total
risk-based ratio of 13.19 percent and 13.39 percent and a leverage ratio of 7.56
percent and 7.44 percent at March 31, 2003 and December 31, 2002, respectively.
The decline in the risk based capital ratios reflects the growth in total loans
since December while the increase in the leverage ratio reflects the growth in
Tier I capital outpacing the growth in total average assets.

The Federal Deposit Insurance Corporation Improvement Act of 1991 established
five capital level designations ranging from "well capitalized" to "critically
undercapitalized." At March 31, 2003 and December 31, 2002 QNB met the "well
capitalized" criteria which requires minimum Tier I and total risk-based capital
ratios of 6.00 percent and 10.00 percent, respectively and a Tier I leverage
ratio of 5.00 percent.



                                    Form 10-Q
                                     Page 22
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



INTEREST RATE SENSITIVITY

Since the assets and liabilities of QNB have diverse repricing characteristics
that influence net interest income, management analyzes interest sensitivity
through the use of gap analysis and simulation models. Interest rate sensitivity
management seeks to minimize the effect of interest rate changes on net interest
margins and interest rate spreads and to provide growth in net interest income
through periods of changing interest rates. The Asset/Liability Management
Committee (ALCO) is responsible for managing interest rate risk and for
evaluating the impact of changing interest rate conditions on net interest
income.

Gap analysis measures the difference between volumes of rate-sensitive assets
and liabilities and quantifies these repricing differences for various time
intervals. Static gap analysis describes interest rate sensitivity at a point in
time. However, it alone does not accurately measure the magnitude of changes in
net interest income since changes in interest rates do not impact all categories
of assets and liabilities equally or simultaneously. Interest rate sensitivity
analysis also involves assumptions on certain categories of assets and deposits.
For purposes of interest rate sensitivity analysis, assets and liabilities are
stated at their contractual maturity, estimated likely call date, or earliest
repricing opportunity. Mortgage-backed securities, CMOs and amortizing loans are
scheduled based on their anticipated cash flow. Savings accounts, including
passbook, statement savings, money market, and interest-bearing demand accounts,
do not have a stated maturity or repricing term and can be withdrawn or repriced
at any time. This may impact QNB's margin if more expensive alternative sources
of deposits are required to fund loans or deposit runoff. Management projects
the repricing characteristics of these accounts based on historical performance
and assumptions that it believes reflect their rate sensitivity. The Treasury
Select Indexed Money Market account reprices monthly based on a percentage of
the average of the 91-day Treasury bill.

A positive gap results when the amount of interest rate sensitive assets exceeds
interest rate sensitive liabilities. A negative gap results when the amount of
interest rate sensitive liabilities exceeds interest rate sensitive assets.

QNB primarily focuses on the management of the one-year interest rate
sensitivity gap. At March 31, 2003, interest-earning assets scheduled to mature
or likely to be called, repriced or repaid in one year were $218,759,000.
Interest-sensitive liabilities scheduled to mature or reprice within one year
were $173,604,000. The one-year cumulative gap, which reflects QNB's interest
sensitivity over a period of time, was a positive $45,155,000 at March 31, 2003.
The cumulative one-year gap equals 9.31 percent of total rate sensitive assets.
This positive or asset sensitive gap will generally benefit QNB in a rising
interest rate environment, while falling interest rates could negatively impact
QNB.

QNB also uses a simulation model to assess the impact of changes in interest
rates on net interest income. The model reflects management's assumptions
related to asset yields and rates paid on liabilities, deposit sensitivity, and
the size, composition and maturity or repricing characteristics of the balance
sheet. The assumptions are based on what management believes at that time to be
the most likely interest rate environment. Management also evaluates the impact
of higher and lower interest rates.

Actual results may differ from simulated results due to various factors
including time, magnitude and frequency of interest rate changes, the
relationship or spread between various rates, loan pricing and deposit
sensitivity, and asset/liability strategies. Based on the simulation model, net
interest income for the next


                                    Form 10-Q
                                     Page 23
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION



INTEREST RATE SENSITIVITY (CONTINUED)

twelve months is expected to increase slightly compared to the prior twelve
months. The projected increase in net interest income is principally a result of
an increase in earning assets. The net interest margin in the base case is
anticipated to be slightly below 2002 levels.

If interest rates are 100 basis points higher than management's most likely
interest rate environment, the simulation model projects net interest income for
the next twelve months to be higher than the most likely scenario. If interest
rates are 100 basis points lower than management's most likely interest rate
environment, the model projects net interest income for the next twelve months
to be lower than the most likely scenario. These results are consistent with the
results indicated by the gap analysis.

Management believes that the assumptions utilized in evaluating the
vulnerability of QNB's net interest income to changes in interest rates
approximate actual experience. However, the interest rate sensitivity of QNB's
assets and liabilities as well as the estimated effect of changes in interest
rates on net interest income could vary substantially if different assumptions
are used or actual experience differs from the experience on which the
assumptions were based.

In the event QNB should experience a mismatch in its desired gap ranges or an
excessive decline in its net interest income subsequent to an immediate and
sustained change in interest rates, it has a number of options that it could
utilize to remedy such a mismatch. QNB could restructure its investment
portfolio through the sale or purchase of securities with more favorable
repricing attributes. It could also emphasize loan products with appropriate
maturities or repricing attributes, or it could attract deposits or obtain
borrowings with desired maturities.

The nature of QNB's current operation is such that it is not subject to foreign
currency exchange or commodity price risk. Additionally, neither the Corporation
nor the Bank owns trading assets. At March 31, 2003, QNB did not have any
hedging transactions in place such as interest rate swaps, caps or floors.

The table below summarizes estimated changes in net interest income over a
twelve-month period, under alternative interest rate scenarios.

<TABLE>
<CAPTION>

--------------------------- ---------------------- ----------------- -----------------
Change in Interest Rates      Net Interest Income     Dollar Change    Percent Change
--------------------------- ---------------------- ----------------- -----------------

<S>                                 <C>                  <C>               <C>
+300 Basis Points.................  $17,055              $1,629            10.56%
+200 Basis Points.................   16,775               1,349            8 .74
+100 Basis Points.................   16,293                 867             5.62
FLAT RATE.........................   15,426                   -                -
-100 Basis Points.................   14,069              (1,357)           (8.80)
-200 Basis Points.................   13,005              (2,421)          (15.69)
-300 Basis Points.................   11,884              (3,542)          (22.96)

</TABLE>


Management believes, given the current interest rate environment that it is
unlikely that interest rates would decline by 200 or 300 basis points.


                                    Form 10-Q
                                     Page 24
<PAGE>

                            QNB CORP. AND SUBSIDIARY

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION

OTHER ITEMS

Management is not aware of any current specific recommendations by regulatory
authorities or proposed legislation, which if they were implemented, would have
a material adverse effect upon the liquidity, capital resources, or results of
operations, although the general cost of compliance with numerous and multiple
federal and state laws and regulations does have, and in the future may have, a
negative impact on QNB's results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

The information required herein is set forth in Item 2, above.



ITEM 4.  CONTROLS AND PROCEDURES

We maintain a system of controls and procedures designed to provide reasonable
assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. We evaluated the effectiveness of the design
and operation of our disclosure controls and procedures under the supervision
and with the participation of management, including our Chief Executive Officer
and Chief Financial Officer, within 90 days prior to the filing date of this
report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission filings. No
significant changes were made to our internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation.


                                    Form 10-Q
                                     Page 25
<PAGE>




                            QNB CORP. AND SUBSIDIARY

                           PART II. OTHER INFORMATION

                                 MARCH 31, 2003



Item 1.    LEGAL PROCEEDINGS

           None.

Item 2.    CHANGES IN SECURITIES

           None.

Item 3.    DEFAULT UPON SENIOR SECURITIES

           None.

Item 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

           None.

Item 5.    OTHER INFORMATION

           None.

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

          (a)   Exhibits

    The following Exhibits are included in this Report:

    Exhibit 3(i)   Articles of Incorporation of Registrant, as amended.
                   (Incorporated by reference to Exhibit 3(i) of Registrants
                   Form 10-Q filed with the Commission on August 13,1998).

    Exhibit 3(ii)  Bylaws of Registrant, as amended. (Incorporated by
                   reference to Exhibit 3(ii) of Registrants Form 10-Q filed
                   with the Commission on August 13,1998).

    Exhibit 10.1   Employment Agreement between the Registrant and Thomas
                   J. Bisko. (Incorporated by reference to Exhibit 10.1 of
                   Registrants Form 10-K filed with the Commission on March
                   31, 1999 and amended on April 3,2002 on Form 8-K filed
                   with the Commission on April 11, 2002).

    Exhibit 10.2   Salary Continuation Agreement between the Registrant
                   and Thomas J. Bisko. (Incorporated by reference to Exhibit
                   10.2 of Registrants Form 10-K filed with the Commission on
                   March 31, 1999).


                                    Form 10-Q
                                     Page 26
<PAGE>


                            QNB CORP. AND SUBSIDIARY

                           PART II. OTHER INFORMATION

                                 MARCH 31, 2003


Item 6.    Exhibits and Reports on Form 8-K (Continued)
           ---------------------------------------------

    Exhibit 10.3      QNB Corp. 1998 Stock Incentive Plan. (Incorporated by
                      reference to Exhibit 4.3 to Registration Statement No.
                      333-91201 on Form S-8, filed with the Commission on
                      November 18, 1999).

    Exhibit 10.4      The Quakertown National Bank Profit Sharing and
                      Section 401(k) Salary Deferral Plan. (Incorporated by
                      reference to Exhibit 4C to Registration Statement No.
                      333-16627 on Form S-8, filed with the Commission on
                      November 22, 1996).

    Exhibit 10.5      Change of Control Agreement between Registrant and
                      Robert C. Werner (Incorporated by reference to Exhibit
                      10.7 of Registrants Form 10-Q filed with the Commission on
                      November 13, 2000.)

    Exhibit 10.6      Change of Control Agreement between Registrant and
                      Bret H. Krevolin (Incorporated by reference to Exhibit
                      10.8 of Registrants Form 10-Q filed with the Commission on
                      November 13, 2000.)

    Exhibit 10.7      QNB Corp. 2001 Employee Stock Purchase Plan. (Incorporated
                      by reference to Exhibit 99.1 to Registration Statement No.
                      333-67588 on Form S-8, filed with the Commission on August
                      15, 2001.)

    Exhibit 11       Statement Re: Computation of Earnings Per Share.
                     (Included in Part I, Item I, hereof.)

    Exhibit 99.1     Certification of Principal Executive Officer

    Exhibit 99.2     Certification of Principal Financial Officer


                 (b) Reports on Form 8-K

                     Filed April 29, 2003, Press release dated April 23, 2003
                     reporting first quarter 2003 net income.



                                    Form 10-Q
                                     Page 27

<PAGE>

                                   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.



                                                 QNB Corp.




Date:  May 14, 2003                              By:
     --------------------------

                                                 /s/ Thomas J. Bisko
                                                 ---------------------------
                                                 Thomas J. Bisko
                                                 President/CEO


Date:  May 14, 2003                              By:
     --------------------------
                                                 /s/ Robert C. Werner
                                                 ---------------------------
                                                 Robert C. Werner
                                                 Vice President


Date:  May 14, 2003                              By:
     --------------------------
                                                 /s/ Bret H. Krevolin
                                                 ---------------------------
                                                 Bret H. Krevolin
                                                 Chief Financial Officer



                                    Form 10-Q
                                     Page 28
<PAGE>




                                  CERTIFICATION


I, Thomas J. Bisko, President and CEO, certify, that:

         1. I have reviewed this quarterly report on Form 10-Q of QNB Corp.

         2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  (a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date.

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  (a) all significant deficiencies in the design or operation of
         the internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

                  (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls.

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:     May 14, 2003                              By: /s/  Thomas J. Bisko
          ------------                              Thomas J. Bisko
                                                    President and CEO



<PAGE>


                                  CERTIFICATION


I, Bret H. Krevolin, Chief Financial Officer, certify, that:

         1. I have reviewed this quarterly report on Form 10-Q of QNB Corp.

         2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  (a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  (b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  (c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date.

         5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  (a) all significant deficiencies in the design or operation of
         the internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

                  (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls.

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:    May  14, 2003                                By: /s/ Bret H. Krevolin
         -------------                                Bret H. Krevolin
                                                      Chief Financial Officer