SecProbe.io

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 UNIVEST FINANCIAL CORPORATION
 14 North Main Street
 Souderton, Pennsylvania 18964
 January 6, 2026 V IA
E DGAR Securities and Exchange Commission
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Univest Financial Corporation
 Registration Statement on Form S-4 (Registration
 No. 333-292296) Request for Acceleration of Effectiveness
 Ladies and Gentlemen: Univest Financial
Corporation, a Pennsylvania corporation (the “Company”), hereby requests that the Company’s above-referenced Registration Statement on Form S-4 be declared effective at 4:00 p.m., Eastern
Time, on January 8, 2026, or as soon thereafter as is practicable.

 Very truly yours,

 /s/ Brian J. Richardson

 Brian J. Richardson

 Senior Executive Vice President and Chief Financial Officer

 (Duly Authorized Representative)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 30, 2025

Jeffrey M. Schweitzer
Chief Executive Officer
Univest Financial Corporation
14 North Main Street
Souderton, PA 18964

 Re: Univest Financial Corporation
 Registration Statement on Form S-4
 Filed December 19, 2025
 File No. 333-292296
Dear Jeffrey M. Schweitzer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Scott A. Brown, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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      UNIVEST FINANCIAL CORPORATION

    14 North Main Street

    Souderton, Pennsylvania 18964

    March 19, 2024

    Via Edgar

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:   Univest Financial Corporation

    Registration Statement on Form S-3 (Registration No. 333-277366)

    Request for Acceleration of Effectiveness

    Ladies and Gentlemen:

    Univest Financial Corporation, a Pennsylvania corporation (the “Company”), hereby requests that the Company's above-referenced Registration
      Statement on Form S-3 be declared effective at 1:00 p.m., Eastern Time, on March 21, 2024, or as soon thereafter as is practicable.

            Very truly yours,

           /s/ Brian J. Richardson

            Brian J. Richardson

            Senior Executive Vice President and Chief Financial Officer

            (Duly Authorized Representative)

United States securities and exchange commission logo
March 5, 2024
Brian J. Richardson
Senior Executive Vice President and CFO
Univest Financial Corporation
14 North Main Street
Souderton, PA 18964
Re:Univest Financial Corporation
Registration Statement on Form S-3
Filed February 26, 2024
File No. 333-277366
Dear Brian J. Richardson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Scott A. Brown, Esq.

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CORRESP

 UNIVEST CORPORATION OF PENNSYLVANIA

14 North Main Street

Souderton, Pennsylvania 18964

April 29, 2016

 VIA FACSIMILE AND EDGAR

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Attention: Michael Clampitt and David Lin

Re:
Univest Corporation of Pennsylvania

 Registration Statement on Form S-4

 File No. 333-209759

Ladies and Gentlemen:

 Univest Corporation of
Pennsylvania (the “Company”) hereby requests that the effective date of the Company’s above-referenced Registration Statement on Form S-4 be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) so
that the Registration Statement will become effective on Monday, May 2, 2016, at 1:00 p.m., or as soon as practicable thereafter.

 In
connection with the foregoing request for acceleration of effectiveness, the Company confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public
offering of securities specified in the above referenced registration statement. In addition, the Company hereby acknowledges the following:

•

should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact David W. Swartz, of Stevens & Lee, P.C. at (610) 478-2184 with any questions you may have
concerning this request.

Very truly yours,

UNIVEST CORPORATION OF PENNSYLVANIA

By:

 /s/ Michael S. Keim

Name:

Michael S. Keim

Title:

Senior Executive Vice President and Chief Financial Officer

CORRESP
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Correspondence

 STEVENS & LEE

LAWYERS & CONSULTANTS

111 North 6th Street

 P.O. Box 679

 Reading, PA 19603-0679

 (610)
478-2000 Fax (610) 376-5610

 www.stevenslee.com

Direct Dial:

(610) 478-2184

Email:

dws@stevenslee.com

Direct Fax:

(610) 988-0815

 April 18, 2016

Mr. Michael Clampitt

 Senior Counsel

Office of Financial Services

 United States Securities and
Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

 Mail Stop 4720

Re:
Univest Corporation of Pennsylvania

 Registration Statement on Form S-4

Filed February 26, 2016

 File No.
333-209759

 Dear Mr. Clampitt:

 We are
responding to your letter, dated March 16, 2016, relating to the aforementioned Registration Statement of Univest Corporation of Pennsylvania (the “Company”). Each of your comments is set forth below, together with the
Company’s related response. For convenience of reference, we have repeated each of your questions or comments, in bold, immediately prior to our related response. In addition to the comment responses, please note that Amendment No. 1
to the Registration Statement on Form S-4 (“Amendment No. 1”) filed this date includes updated financial and pro forma information as of and for the period ended December 31, 2015.

Cover Page of Prospectus/Proxy Statement

1.
Please disclose that the merger is subject to a floor price, as discussed in the two bullet points at the bottom of page 19. In addition, please disclose that if the price falls below the floor and Fox Chase
exercises its right to terminate the merger agreement, Univest may prevent termination by increasing the consideration to be received by holders of Fox Chase common stock, in the form of Univest common stock.

The Company has revised the disclosure on the cover page of Amendment No. 1 as requested.

Philadelphia  •  Reading  •  Valley
Forge  •  Allentown  •  Harrisburg  •  Lancaster  •  Scranton

Wilkes-Barre  •  Princeton  •  Charleston  •  New
York  •  Wilmington

 A PROFESSIONAL CORPORATION

 STEVENS & LEE

LAWYERS & CONSULTANTS

Mr. Michael Clampitt

 Securities and Exchange Commission

April 18, 2016

  Page
 2

 The Merger Agreement

Representations and Warranties, page 77

2.
We note your statement in the third full paragraph on page 78 that the “merger agreement is described [in the prospectus], and included as Annex A, only to provide you with information regarding its terms and
conditions, and not to provide any other factual information regarding Fox Chase, Univest or their respective businesses.” Please revise to remove any implication that the referenced merger agreement and the description thereof do not
constitute public disclosure under the federal securities laws. Also please ensure that you make corresponding revisions elsewhere in your prospectus, such as in the last paragraph on page 109.

The Company has deleted the identified statement on both pages 78 and 109 of Amendment No. 1.

Material United States Federal Income Tax Consequences…, page 88

3.
Refer to the first full paragraph on page 89. Your tax disclosure should not assume the tax consequences in issue, i.e., “[a]ssuming that the merger will be treated as a reorganization….” Please revise
to state clearly that it is the opinion of counsel that the merger will constitute a reorganization, rather than assuming it qualifies as such.

The Company has revised the tax disclosure on page 89 of Amendment No. 1 to clearly state that it is the opinion of counsel that the
merger will constitute a reorganization.

 Incorporation of Certain Documents by Reference, page 107

4.
Revise to update for recently filed documents.

 The Company has revised Amendment
No. 1 to update the S-4 to incorporate by reference recently filed documents.

 Exhibits

General

5.
Please tell us what consideration you have given to filing the following documents as exhibits to the registration statement.

•

The Retention Bonus Agreement entered into by Roger S. Deacon; and

•

The Consulting Agreement entered into by Jerry D. Holbrook.

 The Company has
revised Amendment No. 1 to include the Retention Bonus Agreement entered into by Roger S. Deacon and the Consulting Agreement entered into by Jerry D. Holbrook as Exhibits 10.5 and 10.6, respectively.

 STEVENS & LEE

LAWYERS & CONSULTANTS

Mr. Michael Clampitt

 Securities and Exchange Commission

April 18, 2016

  Page
 3

 Exhibit 8.1

6.
Please revise the penultimate paragraph on page 2 to state that the discussion referenced in the opinion numbered (ii) constitutes Stevens & Lee’s opinion. Also please revise the prospectus to
state that the discussion in the tax consequences section is Stevens & Lee’s opinion. In addition, add a date to the Exhibit as well as to Exhibit 8.2.

The Company has revised disclosure on page 89 of Amendment No. 1 as requested and provided signed copies of the tax opinions as Exhibits
8.1 and 8.2.

 Thank you for your attention to this matter. We look forward to working with the Commission to resolve and address these
comments expeditiously. If you have further questions or need any further information, please do not hesitate to call me at (610) 478-2184.

Sincerely,

STEVENS & LEE

David W. Swartz

 Enclosures

cc:
Mr. Jeffrey M. Schweitzer, Univest Corporation of Pennsylvania

 Michael S. Keim, Univest
Corporation of Pennsylvania

 Mr. Thomas M. Petro, Fox Chase Bancorp, Inc.

Mr. Jerry D. Holbrook, Fox Chase Bancorp, Inc.

Mr. Roger S. Deacon, Fox Chase Bancorp, Inc.

Scott A. Brown, Esq., Luse Gorman, PC

Gregory M. Sobczak, Esq., Luse Gorman, PC

Stephanie R. Hager, Esq., Stevens & Lee, P.C.

Mail Stop 4720

March 16, 2016

Via E -mail
Jeffrey M. Schweitzer
President and Chief Executive Officer
Univest Corporation of Pennsylvania
14 North Main Street
Souderton, PA 18964

Re: Univest Corporation of Pennsylvania
Registration Statement on Form S -4
Filed February 26, 2016
  File No. 333-209759

Dear Mr. Schweitzer :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not  believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page of Prospectus/Proxy Statement

1. Please disclose that the merger is subject to a floor price, as discussed in the two bullet
points at the bottom of page 19.  In addition, please disclose that if the price falls below
the floor and Fox Chase exercises its right to terminate the merger agreement, Univest
may prevent termination by increasing the consideration to be received by holders of Fox
Chase common stock, in the form of Univest common stock.

Jeffrey M. Schweitzer
Univest Corporation of Pennsylvania
March 16, 2016
Page 2

The Merger Agreement

Representations and Warranties, page 77

2. We note your statement in the third full paragraph on page 78 that the “merger agreement
is described [in the prospectus], and included as Annex A, only to provide you with
information regarding its terms and conditions, and not to provide any other factual
information regarding Fox Chase, Univest or their respective businesses.”  Please revise
to remove any implication that the referenced merger agreement and the description
thereof do not constitute public disclosure under the federal securities laws.  Also please
ensure that you make corresponding revisions elsewhere in your prospectus, such as in
the last paragraph on page 109.

Material United States Federal Income Tax Consequences.. ., page 88

3. Refer to the first full paragraph on page 89.  Your tax disclosure should not assume the
tax consequence in issue, i.e., “ [a]ssuming that the merger will be treated as a
reorganization ....”  Please revise to state clearly that it is the opinion  of counsel that the
merger will constitute a reorganization, rather than assuming it qualifies as such.

Incorporation of Certain Documents by Reference, page 107

4. Revise to update for recently filed documents.

Exhibits

General

5. Please tell us what con sideration you have given to filing the following documents as
exhibits to the registration statement:
 the Retention Bonus Agreement entered into by Roger  S. Deacon ; and
 the Consulting Agreement entered into by Jerry D. Holbrook .

Exhibit 8.1

6. Please revise the penultimate paragraph on page 2 to state that the discussion referenced
in the opinion numbered (ii) constitutes Stevens  & Lee’s opinion.  Also please revise the
prospectus to state that the discussion in the tax consequences section is S tevens  & Lee’s
opinion.  In addition, add a date to the Exhibit as well as to Exhibit 8.2.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Sec urities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Jeffrey M. Schweitzer
Univest Corporation of Pennsylvania
March 16, 2016
Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have ma de.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiate d by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration  statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securiti es specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact David Lin at (202) 551 -3552  or me at (202) 551 -3434  with any questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc: Michael Keim
David W. Swartz, Esq.

September 23, 2009
       Jeffrey M. Schweitzer Chief Financial Officer Univest Corporation of Pennsylvania 14 North Main Street Souderton, Pennsylvania  18964
Re: Univest Corporation of Pennsylvania
       Form 10-K for December 31, 2008        File Number 0-7617
Dear Mr. Schweitzer:

We have completed our review of your Form 10-K and have no further comments.

Sincerely,

William Friar Senior Financial Analyst

August 31, 2009
       Jeffrey M. Schweitzer Chief Financial Officer Univest Corporation of Pennsylvania 14 North Main Street Souderton, Pennsylvania  18964
Re: Univest Corporation of Pennsylvania
       Form 10-K for December 31, 2008        File Number 0-7617
Dear Mr. Schweitzer:

We have reviewed the above referenced filing and related materials and have the
following comments.  Please note that our accounting staff has given a full review to these materials and has no comment.  Where indicated, we  think your documents should be revised.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Signatures, page 95

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

Univest Corporation of Pennsylvania
August 31, 2009 Page 2

Schedule 14A

Election of Directors and Alternate Directors, page 2

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.

Executive Compensation, page 10

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.

4.
It appears that you are using targets t o 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 regulation S-K, please provide a detailed supplemental analysis supporting your conclusion.  In particular, your 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.

Summary Compensation Table, page 17

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.
    *  *  *  *  *

Univest Corporation of Pennsylvania
August 31, 2009 Page 3

 Please respond to this comment within 10 business days or tell us when you will provide
us with a response.  Your response letter should key your responses to our comments, indicate
your intent to include the requested revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may have additional comments after reviewing your response.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company 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 company may 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.

Univest Corporation of Pennsylvania
August 31, 2009 Page 4

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please direct any questions to David Lyon at 202-551-3421, or to me at 202-551-3418.

Sincerely,

William Friar Senior Financial Analyst
             By FAX: Jeffrey M. Schweitzer                Fax number  215-721-2408

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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

Mail Stop 4561   August 27, 2007

 Wallace H. Bieler, Chief Financial Officer Univest Corp of Pennsylvania  14 North Main Street Souderton, Pennsylvania 18964

 Re:       Univest Corp of Pennsylvania
   Form 10-K for Fiscal Year Ended
   December 31, 2006

Dear Mr. Bieler :
 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
         S i n c e r e l y ,
          D o n  W a l k e r
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    August
      24, 2007

    Donald
      Walker, Senior Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      4561

    Washington,
      D.C. 20549

    Via
      EDGAR
      upload

              Re:

              Univest
                Corp of Pennsylvania

              Form
                10-K for Fiscal Year Ended December 31, 2006

              Filed
                March 8, 2007

              File
                No. 000-07617

    Dear
      Mr.
      Walker:

    Thank
      you
      for your most recent review and comment letter, dated August 16, 2007, on our
      Form 10-K for the year ended December 31, 2006. We have reviewed your
      comments; each is specifically addressed below in response to your numbered
      comments as presented in your letter. Registrant recognizes the importance
      of
      gaining clear explanation of changes for all aspects of Form 10-K 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 reporting.

    Form
      10-K for the Fiscal Year ended December 31, 2006

    Management’s
      Discussion and Analysis

    Table
      10 - Allocated, Other Loan Loss Reserves, page 30

              SEC
                Comment 1:

              We
                note the total nonperforming loans increased from 0.31% to 0.68%
                as of
                December 31, 2005 and 2006, respectively, while the allowance for
                loan
                losses to total loans decreased from 1.07% to 0.98% at December 31,
                2005
                and 2006, respectively. Please tell us and add disclosure to future
                filings to explain why the allowance for loan losses to total loans
                decreased when the nonperforming loans as a percentage of total loans
                increased significantly. Please quantify and
                explain:

              ●

              how
                changes in loan concentrations, quality, and terms that occurred
                during
                the period are reflected in the
                allowance,

              ●

              how
                changes in estimation methods and assumptions affected the allowance,
                if
                applicable,

              ●

              why
                reallocations of the allowance among different parts of the portfolio
                or
                different elements of the allowance
                occurred,

              ●

              how
                actual changes and expected trends in nonperforming loans affected
                the
                allowance.

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

      www.univest-corp.com

        Donald
          Walker, Senior Assistant Chief Accountant

        United
          States Securities and Exchange Commission

        August
          24, 2007

        Page
          2

              Response:

              Nonperforming
                loans increased from 0.31% to 0.68% as of December 31, 2005 and 2006,
                respectively, while the allowance for loan losses to total loans
                decreased
                from 1.07% to 0.98% at December 31, 2005 and 2006, respectively.
                Management closely monitors the credit worthiness and the value of
                underlying collateral as a commercial credit becomes past-due; these
                factors along with historical and economic trends, and management’s
                assumptions, are taken into consideration in providing for the allowance
                for loan losses. When the loan becomes impaired and is placed on
                non-accrual, a specific allowance is created for the impaired loan.
                At
                December 31, 2005 the specific allowance on impaired loans was $1.1
                million, or 33.0% of the balance of impaired loans of $3.3 million.
                At December 31, 2006 the specific allowance on impaired loans was
                $1.6 million, or 18.7% of the impaired loan balance of $8.4 million.
                The underlying value of the collateral and the borrowers’ individual
                abilities to pay-down the principal balance on these loans resulted
                in an
                overall decrease in the required reserve for impaired loans during
                2006.

              ●

              In
                determining the allowance for loan loss, management segregates its
                loan
                portfolio into the major categories as presented in Table 7 on
                Page 27 of its 2006 Form 10-K. There are no significant loan
                concentrations other than those presented in Table 7. These major
                categories are analyzed further based on similar risk and collateral
                characteristics. Impaired loans are segregated from these categories
                and
                reviewed separately.

              ●

              Management
                updates it’s historical, qualitative and analytical factors on a quarterly
                basis. Non-performance trends are measured by the actual experience
                during
                the previous eight quarter-ends. The eight-quarter weighted-average
                delinquency trend of the commercial real estate portfolio improved
                from
                1.59% at December 31, 2005 to 1.19% at December 31, 2006. The
                eight-quarter weighted-average non-accrual trend of the commercial
                real
                estate portfolio improved from 1.36% at December 31, 2005 to 0.74%
                at
                December 31, 2006. The overall risk factor on the “non-criticized”
                commercial real estate portfolio was favorably reduced by 25 basis
                points resulting in a $1.1 million reduction in reserve allocated
                to this
                portfolio, primarily due to these improved non-performance trends.
                There
                were no other significant changes in estimation methods and assumptions
                affecting the allowance in 2006 for any other loan
                portfolios.

              ●

              Reallocations
                of the allowance among different parts of the portfolio were primarily
                related to growth or decline in the outstanding balances within the
                portfolios.

              ●

              Management
                closely monitors actual changes and expected trends in nonperforming
                loans
                within the major loan categories. Actual historical nonperformance
                trends
                over an eight-quarter period, including delinquencies and non-accruals,
                are used to measure expected or anticipated performance; these significant
                factors, along with other quantitative, qualitative and analytical
                factors
                (that may change in level of importance quarter over quarter), are
                used in
                determining the necessary allowance for the major loan categories.

      Donald
        Walker, Senior Assistant Chief Accountant

      United
        States Securities and Exchange Commission

      August
        24, 2007

      Page
        3

              SEC
                Comment 2:

              You
                state that the $1.1 million real estate pool reserve “was attributed to a
                favorable reduction in the reserve factor for acceptable credit risks
                for
                the pool of loans” and was offset by $172 thousand of increased reserves
                for commercial and homogenous loan pools. With a view towards enhanced
                disclosure, please explain to us and provide further disclosure in
                future
                filings to discuss the underlying reasons for your adjustment to
                the
                allowance for loan losses. Please discuss any economic, environmental
                or
                other conditions that impacted the
                allowance.

              Response:

              Non-performance
                trends are measured by the actual experience during the previous
                eight
                quarter-ends. The eight-quarter weighted-average delinquency trend
                of the
                commercial real estate portfolio improved from 1.59% at December
                31, 2005
                to 1.19% at December 31, 2006. The eight-quarter weighted-average
                non-accrual trend of the commercial real estate portfolio improved
                from
                1.36% at December 31, 2005 to 0.74% at December 31, 2006. Based on
                these
                improved non-performance trends, the overall risk factor on the
                “non-criticized” commercial real estate portfolio was favorably reduced by
                25 basis points resulting in a $1.1 million reduction in reserve
                allocated to this portfolio. An enhanced credit culture resulting
                in the
                resolution of prior credit problems improved the non-performance
                trends
                which are measured by delinquencies and non-accruals within the commercial
                real estate loan portfolio. There were no other significant changes
                in
                estimation methods and assumptions affecting the allowance in 2006
                for any
                other loan portfolios.

    In
      connection with responding to your comments, I, Wallace H. Bieler, Senior
      Executive Vice President, Chief Operation Officer and Chief Financial Officer
      of
      Univest Corp 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
                preclude 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 215-721-2463.

              Sincerely,

              Wallace
                H. Bieler

              Senior
                Executive Vice President,

              Chief
                Operation Officer and

              Chief
                Financial Officer

Mail Stop 4561   August 16, 2007

 Wallace H. Bieler, Chief Financial Officer Univest Corp of Pennsylvania  14 North Main Street Souderton, Pennsylvania 18964

 Re:       Univest Corp of Pennsylvania
   Form 10-K for Fiscal Year Ended
   December 31, 2006    Filed March 8, 2007    File No. 000-07617

Dear Mr. Bieler :
 We have reviewed your filings  and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise the filing in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or revision is unnecessary.  Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call me at the telephone number listed at the end of this letter.  Form 10-K for the Fiscal Year ended December 31, 2006

 Management’s Discussion and Analysis

 Table 10 – Allocated, Other Loan Loss Reserves, page 30

 1. We note the total nonperforming loans as a percentage of total loans increased
from 0.31% to 0.68% as of December 31, 2005 and 2006, respectively, while the allowance for loan losses to total loans decreased from 1.07% to 0.98% at December 31, 2005 and 2006, respectively.  Please tell us and add disclosure to future filings to explain why the allowance for loan losses to total loans decreased when the nonperforming loans as a percentage of total loans increased significantly.  Please quantify and explain:

Mr. Bieler
Univest Corp of Pennsylvania August 16, 2007 Page 2
 • how changes in loan concentrations, quality, and terms that
occurred during the period are reflected in the allowance,
• how changes in estimation methods and assumptions affected the
allowance, if applicable,
• why reallocations of the allowance among different parts of the
portfolio or different elements of the allowance occurred,
• how actual changes and expected trends in nonperforming loans
affected the allowance.
 2. You state that the $1.1 million real estate loan pool reserve decrease “was
attributed to a favorable reduction in the reserve factor for acceptable credit risks for this pool of loans”   and was offset by $172 thousand of increased reserves for commercial and homogenous loan pools.  With a view towards enhanced disclosure, please explain to us and provide further disclosure in future filings to discuss the underlying
 reasons for your adjustments to the allowance for loan
losses.  Please discuss any economic, environmental or other conditions that impacted the allowance.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the registrant and its management are in possession of all facts relating to a registrant’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the registrant acknowledging that:
• 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 may 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your response that provides any requested supplemental information.  Detailed cover letters

Mr. Bieler
Univest Corp of Pennsylvania August 16, 2007 Page 3
 greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.
You may contact Babette Cooper at ( 202) 551-3396 or me at (202) 551-3490 if
you have any questions.
Sincerely,    Donald Walker Senior Assistant Chief Accountant