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Correspondence

September 9, 2009

William Friar, Senior Financial Analyst

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Via EDGAR upload

    Re:

    Univest Corp of Pennsylvania

Form 10-K for Fiscal Year Ended December 31, 2008

File No. 0-7617

Dear Mr. Friar:

Thank you for your most recent review and comment letter, dated August 31, 2009, on our Form
10-K for the year ended December 31, 2008 including Schedule 14A. We have reviewed your comments;
each is specifically addressed below in response to your numbered comments as presented in your
letter. The Registrant recognizes the importance of gaining clear explanation of all aspects of
Form 10-K and Schedule 14A reporting. As a result of the detailed clarification herein presented,
be assured that these areas will be addressed in a clear and concise manner similar in presentation
to these responses for all future Form 10-K and Schedule14A reporting.

Form 10-K for the Fiscal Year ended December 31, 2008

Signatures, Page 95

    SEC Comment 1:

    Please note that the person serving in the capacity of
principal accounting officer must be identified. See
Instruction D to Form 10-K.

    Response:

    The Registrant’s principal accounting officer is Jeffrey M.
Schweitzer, Executive Vice President and Chief Financial
Officer. In future filings we will clearly designate this
as follows on the Signatures Page:

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

    UNIVEST CORPORATION OF PENNSYLVANIA

(Registrant)

    By:
    /s/  Jeffrey M. Schweitzer

    Jeffrey M. Schweitzer

    Executive Vice President and
Chief Financial Officer

(Principal Accounting Officer)

Univest Plaza • 14 N. Main Street • P.O. Box 64197 • Souderton, Pennsylvania 18964-0197 • (215) 721-2400

www.univest-corp.com

William Friar, Senior Financial Analyst

United States Securities and Exchange Commission

September 9, 2009

Page 2

Schedule 14A

Election of Directors and Alternate Directors, page 2

    SEC Comment 2:

    In future proxy statements, please explain what are the functions and responsibilities of alternate
directors, and how those functions and responsibilities differ from the functions and
responsibilities of directors.

    Response:

    We have noted the staff’s comment and in future filings will explain the functions and
responsibilities of alternate directors, and how those functions and responsibilities differ from
the functions and responsibilities of directors.

Executive Compensation, page 10

    SEC Comment 3:

    In future filings please revise to explain in specific terms how your compensation methodology
resulted in the actual compensation earned in the prior year, including between cash, stock or
other form of payment for each area of compensation. Note that this applies for any level of
compensation. Please refer to Item 402(b)(1)(v) of Regulation S-K.

    Response:

    We have noted the staff’s comment and in future filings will explain how our compensation
methodology resulted in the actual compensation earned in the prior year, including between cash,
stock or other form of payment for each area and all levels of compensation as required under Item
402(b)(1)(v) of Regulation S-K.

    SEC Comment 4:

    It appears that you are using targets to award compensation. In future filings please provide the
actual targets and the company’s performance, even if no compensation was awarded. If you believe
that disclosure of the historical targets is not required because it would result in competitive
harm such that the targets could be excluded under Instruction 4 to Item 402(b) of regulations S-K,
please provide a detailed supplemental analysis supporting you conclusion. In particular, you
competitive harm analysis should clearly explain the nexus between disclosure of the performance
objectives and the competitive harm that is likely to result from disclosure. Refer to Item
402(b)(2)(v) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

    Response:

    We have noted the staff’s comment and in future filings will either:

    1) provide the actual targets and the company’s
performance, even if no compensation was awarded; or

    2) provide, upon a conclusion that we believe the
disclosure of the historical targets is not required because it would
result in competitive harm such that the targets could be excluded under
Instruction 4 to Item 402(b) of Regulations S-K, a detailed supplemental
analysis supporting our conclusion, including a competitive harm analysis
clearly explaining the nexus between disclosure of the performance
objectives and the competitive harm that is likely to result from
disclosure.

William Friar, Senior Financial Analyst

United States Securities and Exchange Commission

September 9, 2009

Page 3

Summary Compensation Table, page 17

    SEC Comment 5:

    If not otherwise clear, please expand your footnote
disclosure to explain the values presented. For example,
if some of the prior year compensation relates to
compensation two years past, this should be explained with
quantification.

    Response:

    We have expanded the footnote disclosures in the Summary
Compensation Table to explain the values presented. These
expanded disclosures are underlined in the following.

SUMMARY COMPENSATION TABLE

    Change in

    Pension Value

    and Non-

    qualified

    Non-Equity

    Deferred

    Stock

    Option

    Incentive Plan

    Compensation

    All Other

    Name and Principal Position

    Year

    Salary

    Bonus

    Awards

    Awards

    Compensation

    Earnings

    Compensation

    Total

    (a)

    (b)

    (c)

    (d)

    (e)

    (f)

    (g)

    (h)

    (i)

    (j)

    William S. Aichele,

    2008

    $
    430,000

    $
    -0-

    $
    52,078

    $
    -0-

    $
    112,501

    $
    135,654

    $
    45,062

    $
    775,295

    Chairman, President, and CEO

    2007

    395,000

    -0-

    105,550

    95,183

    104,181

    245,126

    32,134

    977,174

    of the Corporation and

    2006

    382,000

    -0-

    -0-

    -0-

    -0-

    212,424

    32,163

    626,587

    Chairman of the Bank

    K. Leon Moyer,

    2008

    271,300

    -0-

    22,698

    -0-

    56,794

    191,131

    34,578

    576,501

    Vice Chairman of the

    2007

    246,000

    -0-

    52,775

    47,592

    45,418

    203,389

    19,938

    615,112

    Corporation and President

    2006

    235,000

    -0-

    -0-

    -0-

    -0-

    204,210

    18,446

    457,656

    and CEO of the Bank

    Jeffrey M. Schweitzer, CPA,

    2008

    200,000

    -0-

    3,276

    -0-

    26,163

    -0-

    18,810

    248,249

    Executive Vice President and

    2007

    46,154

    -0-

    21,110

    27,242

    6,594

    -0-

    800

    101,900

    CFO of the Corporation and

    2006

    N/A

    N/A

    N/A

    N/A

    N/A

    N/A

    N/A

    N/A

    of the Bank (k)

    Kenneth D. Hochstetler,

    2008

    166,250

    -0-

    9,880

    -0-

    30,465

    12,707

    23,345

    242,647

    Senior Executive Vice

    2007

    150,000

    -0-

    21,110

    27,242

    19,782

    21,381

    12,268

    251,783

    President of the Corporation;

    2006

    124,800

    -0-

    -0-

    -0-

    -0-

    17,351

    9,748

    151,899

    President of Univest Investments; and President of Univest Insurance

    Duane J. Brobst,

    2008

    164,166

    -0-

    9,230

    -0-

    21,484

    20,183

    27,428

    242,491

    Executive Vice President

    2007

    140,000

    -0-

    21,110

    27,242

    18,463

    40,586

    27,161

    274,562

    and Chief Risk Officer of

    2006

    120,000

    -0-

    -0-

    -0-

    -0-

    25,339

    24,937

    144,934

    the Corporation and of the Bank

    (e)

    Represents the fair value of restricted stock granted during 2008, 2007 and 2006,
respectively. There were no restricted stock grants in 2006. The 2008 grants were the
Corporation’s matches as discussed under “Annual Incentives” to those executive officers who
choose to receive a percentage of their 2007 performance based annual incentive bonus in
stock instead of cash. The 2007 grants were based on 2007 performance.

    (f)

    Represents the fair value for all stock options granted during 2008, 2007 and 2006,
respectively, in accordance with Statement of Financial Accounting Standards No. 123R (SFAS
123R.) Assumptions used in calculating the SFAS 123R fair value on these stock options are
set forth in Note 10 to the Financial Statements included in Univest’s Form 10-K for the year
ended December 31, 2008. The 2007 grants were based on 2007 performance; there were no
grants during 2008 or 2006.

    (g)

    Includes cash payments under the Annual Incentive Program paid in 2008, 2007 and
2006, respectively. There were no Annual Incentive Plan payouts for 2006 based on 2006
performance. Amounts for 2008 were based on 2008 performance and amounts for 2007 were based
on 2007 performance.

William Friar, Senior Financial Analyst

United States Securities and Exchange Commission

September 9, 2009

Page 4

    (i)

    Includes Deferred Salary Savings Plan (401(k)) company matching contributions, life insurance
premiums, imputed income on split dollar life insurance plans, car allowance, expense
allowance, personal tax preparation services, and country club membership dues.

    (k)

    Mr. Schweitzer joined Univest in October 2007; amounts in the table for 2007 are not
reflective of an entire twelve-month period.

In connection with responding to your comments, I, Jeffrey M. Schweitzer, Executive Vice
President and Chief Financial Officer of Univest Corporation of Pennsylvania, (the “Registrant”),
acknowledge the following:

    •

    the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;

    •

    staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing;
and

    •

    the Registrant many not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If you have any further questions, please feel free to contact me at 215-721-2458.

    Sincerely,

    /s/ Jeffrey M. Schweitzer

    Jeffrey M. Schweitzer

    Executive Vice President and

Chief Financial Officer

    Cc:

    William S. Aichele, Chairman, President and CEO

Mary Beth Liddle, Senior Vice President and Controller

Jane G. Davis, Esquire, Shumaker Williams P.C.

Allen L. Shubin, Partner, KPMG LLP