Harleysville National Corporation is a bank in Pennsylvania that offers consumer and commercial banking.

According to the Complaint filed January 15, 2010, on December 17, 2009, the Company filed the Proxy with the SEC in connection with the Proposed Transaction. The Proxy omits material information regarding the financial advisor retained in connection with the Proposed Transaction.

Specifically, the Proxy states that JP Morgan was retained as the Company's financial advisor in the Proposed Transaction but fails to inform the shareholders the (i) criteria used for selecting JP Morgan, (ii) which other investment advisors (if any) were considered, and (iii) the amount of compensation received by JP Morgan for services performed to Harleysville and First Niagara in the past. It is material for shareholders to be informed as to why the Board selected JP Morgan as well as any other financial and economic interests JP Morgan or its clients have in the Proposed Transaction or in the parties involved that could be perceived or create a conflict of interest.

On February 2, 2010, a motion to dismiss the Complaint was filed. According to the Stipulation of Dismissal filed on February 8, 2010, it is hereby stipulated and agreed by and between the parties and their respective Counsel that the above-captioned action is voluntarily dismissed with prejudice and without costs to any party as against all Defendants, pursuant to Federal Rule of Civil Procedure 41(a)(1)(A)(ii).