The bank retains control of the properties and, simultaneouswith the sale, entered into long-term operating leases for all ofthem with ARC. Each lease has a minimum term of 15 years, withoptions to renew under certain conditions.

Of the $38.2-million net proceeds, Harleysville recorded a gainof approximately $2.3 million or $0.05 per share, which representsa portion of the total gain of $18.9 million. The remaining gainwill be deferred and recognized over the 15-year term of theleases. The properties are in Berks, Bucks, Lehigh, Montgomery,Northampton and Carbon counties.

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