FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, DC 20429 FORM 10-Q

FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, DC 20429 FORM 10-Q (Mark One) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FDIC Certificate Number: 19101 HARFORD BANK (Name of registrant as specified in its charter) Maryland 52-0799113 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8 West Bel Air Avenue, Aberdeen, Maryland 21001 (Address of principal executive offices) (410) 272-5000 (Registrant s telephone number, including area code) Indicate by check mark 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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (Not Applicable) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date 1,099,505 shares of common stock as of October 30, 2012. 1881667.2 14026.114288

This Quarterly Report of Harford Bank (the Bank ) on Form 10-Q may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of forwardlooking statements. Statements that are not historical in nature, including those that include the words anticipate, estimate, should, expect, believe, intend, and similar expressions, are forward-looking statements and are based on current expectations, estimates and projections about, among other things, the industry and the markets in which the Bank operates, and they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions; changes in interest rates, deposit flow, the cost of funds, and demand for loan products and financial services; changes in the Bank s competitive position or competitive actions by other companies; changes in the quality or composition of loan and investment portfolios; the ability to manage growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond the Bank s control. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on the Bank s business or operations. These and other risks are discussed in detail in the periodic reports that the Bank files with the Federal Deposit Insurance Corporation ( FDIC ) (see Item 1A of Part II of this report for further information). Except as required by applicable laws, the Bank does not intend to publish updates or revisions of forward-looking statements it makes to reflect new information, future events or otherwise. PART I Item 1. Financial Statements The information required by this item can be found beginning on page F-1 immediately following the signatures to this report and is incorporated herein by reference. Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read and reviewed in conjunction with the interim consolidated financial statements and the notes thereto included elsewhere in this report, and with Management s Discussion and Analysis of Financial Condition and Results of Operations, the audited consolidated financial statements and notes thereto, and the other statistical information contained in the Bank s Annual Report on Form 10-K for the year ended December 31, 2011. The Bank is a Maryland-chartered bank with its principal office in Aberdeen, Harford County, Maryland. Through its eight branches, seven of which are located throughout Harford County, plus one branch in Cecil County, the Bank offers a full range of deposit services that are typically offered by most banks, savings and loan associations, and credit unions, including checking accounts, NOW accounts, savings accounts and other time deposits of various types, ranging from money market accounts to longer-term certificates of deposit. In addition, the Bank offers Individual Retirement Accounts. The Bank also offers a full range of short- to medium-term commercial and personal loans, including fixed-rate consumer mortgage loans, commercial mortgage loans, home equity loans, and real estate construction loans. Other banking services include safe deposit boxes, direct deposit of payroll and social security checks, Internet banking with bill pay service, ATM services and Visa debit cards. APPLICATION OF CRITICAL ACCOUNTING POLICIES The Bank s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industry in which the Bank operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the consolidated financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by other thirdparty sources, whenever available. The most significant accounting policies followed by the Bank are presented in Note 1 to the consolidated financial statements appearing elsewhere in this report. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in this financial review, provide information on how significant assets and liabilities are valued in the consolidated 1881667.2 14026.114288 1

financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses as the accounting area that requires the most subjective or complex judgments, and as such may be most subject to revision as new information becomes available. The allowance for loan losses represents management s estimate of probable loan losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the balance sheets. Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan losses. RESULTS OF OPERATIONS Summary For the three-month period ended September 30, 2012, the Bank reported net income of $506,259, compared to $666,512 for the same period last year, representing a decrease of $160,253, or 24.0%. Net income for the nine months ended September 30, 2012 was $1,202,346, compared to $1,457,728 for the same period of 2011, representing a decrease of $255,382, or 17.5%. Basic and diluted net income per share for the three- and nine-month periods ended September 30, 2012 were $.46 and $1.10, respectively, compared to $.62 and $1.35, respectively, for the same periods in 2011. Annualized return on average assets was 0.55% for the nine-month period ended September 30, 2012, compared to 0.70% for the same period in 2011. Annualized return on average stockholders equity for the nine months ended September 30, 2012 was 5.70%, compared to 7.28% for the nine months ended September 30, 2011. Net Interest Income and Net Interest Margin The primary source of income for the Bank is net interest income, which is the difference between revenue on interest-earning assets, such as investment securities and loans, and interest paid on interest-bearing sources of funds, such as deposits and borrowings. The level of net interest income is determined primarily by the average balance of interest-earning assets and funding sources and the various rate spreads between the interest-earning assets and the Bank s funding sources. The table below entitled Average Balances, Interest, and Yields shows the Bank s average volume of interest-earning assets and interest-bearing liabilities for the three- and nine-month periods ended September 30, 2012 and 2011 and related interest income, interest expense, and yields. Changes in net interest income from period-to-period result from increases or decreases in the volumes of interest-earning assets and interest-bearing liabilities, and increases or decreases in the average rates earned and paid on such assets and liabilities. The volumes of interestearning assets and interest-bearing liabilities are affected by management s ability to effectively and efficiently manage the earningasset portfolio (which includes loans), and the availability of particular sources of funds, such as non-interest bearing deposits. Interest revenue on a fully taxable equivalent basis for the three- and nine-month periods ended September 30, 2012 was $3,400,581 and $10,248,620, respectively, compared to $3,707,723 and $10,809,404, respectively, for the same periods in 2011, representing decreases of $307,142, or 8.3%, and $560,784, or 5.2%, respectively. Average net loan volume for the three-month period ended September 30, 2012 decreased $5,707,836 or 2.6%, and the average net loan volume for the nine-month period ended September 30, 2012 decreased $929,264, or 0.4%, when compared to the same periods in 2011. The loan revenue decrease for the third quarter of 2012 over the same quarter of last year was mainly attributable to a 38 basis point decrease in the weighted average rate received on the Bank s net loan portfolio to 6.06%, on a fully taxable equivalent basis, coupled with the decrease in the average balance over the same time period. The loan revenue decrease for the first nine months of 2012 over the same period of last year was mainly attributable to a 37 basis point decrease in the weighted average rate received on the Bank s net loan portfolio to 6.12%, on a fully taxable equivalent basis, coupled with the decrease in the average balance over the same time period. Interest revenue on a fully taxable equivalent basis for federal funds sold, interest-bearing deposits in the Federal Home Loan Bank (the FHLB ) of Atlanta and the Federal Reserve Bank, and time deposits in other banks increased $8,568, or 322.0%, and $20,541, or 151.9%, for the three- and nine-month periods ended September 30, 2012, respectively, when compared to the same periods in 2011. Average balances for these instruments increased $8,931,995, or 136.2%, and $6,904,952, or 71.2%, for the three- and nine-month periods ended September 30, 2012, respectively, when compared to the same periods in 2011. The weighted average rate earned on these holdings on a fully taxable equivalent basis increased 13 basis points for the three-month period ended September 30, 2012, and eight basis points for the nine-month period ended September 30, 2012 when compared to the same periods in 2011. 1881667.2 14026.114288 2

Harford Bank and Subsidiary Average Balances, Interest, and Yields Assets For the three months For the three months For the nine months For the nine months ended September 30, 2012 ended September 30, 2011 ended September 30, 2012 ended September 30, 2011 Average Average Average Average balance Interest Yield balance Interest Yield balance Interest Yield balance Interest Yield Federal funds sold $ 2,325,311 $ 1,091 0.19% $ 5,732,847 $ 2,248 0.16% $ 2,032,456 $ 2,902 0.19% $ 8,671,060 $ 11,938 0.18% FRB interest-bearing deposits 11,237,211 8,269 0.29% 412,806 386 0.37% 12,455,032 25,228 0.27% 620,555 1,436 0.31% FHLB interest-bearing deposits 206,110 31 0.06% 413,810 27 0.03% 220,614 71 0.04% 408,433 153 0.05% Time deposits in other banks 1,722,826 1,838 0.42% - - 0.00% 1,896,898 5,867 0.41% - - 0.00% Other 1,686,900 5,728 1.35% 1,732,230 3,220 0.74% 1,695,945 21,561 1.70% 1,751,946 12,591 0.96% Investment securities: U.S. treasury notes 1,007,372 562 0.22% 2,100,962 5,069 0.96% 1,008,707 1,678 0.22% 2,101,629 15,097 0.96% U. S. government agency 14,663,694 48,213 1.31% 13,411,747 35,629 1.05% 14,486,488 127,122 1.17% 12,149,268 83,963 0.92% Mortgage-backed securities 5,514,013 26,664 1.92% 4,386,173 26,803 2.42% 4,464,960 64,814 1.94% 4,580,488 80,878 2.36% SBA asset-backed securities 7,406,379 59,724 3.21% 7,604,831 82,978 4.33% 7,495,436 198,663 3.54% 6,272,981 181,492 3.87% State and municipal 5,106,293 13,063 1.02% 3,779,635 11,710 1.23% 4,837,507 45,651 1.26% 3,729,084 36,487 1.31% Total investment securities 33,697,751 148,226 1.75% 31,283,348 162,189 2.06% 32,293,098 437,928 1.81% 28,833,450 397,917 1.85% Loans: Overdrafts 234,218 - - 183,121-0.00% 183,551 - - 212,666-0.00% Consumer 17,661,727 304,284 6.85% 19,715,127 346,230 6.97% 18,156,227 940,300 6.92% 19,817,852 1,027,335 6.93% Credit lines 8,531,918 74,687 3.48% 9,159,739 79,965 3.46% 8,558,661 223,225 3.48% 8,857,922 226,752 3.42% Commercial 27,046,914 376,956 5.54% 27,605,915 404,279 5.81% 27,259,910 1,153,882 5.65% 27,036,308 1,192,388 5.90% Real estate 161,356,080 2,479,471 6.11% 163,826,536 2,709,179 6.56% 161,266,230 7,437,656 6.16% 160,470,348 7,938,894 6.61% Total loans * 214,830,857 3,235,398 5.99% 220,490,438 3,539,653 6.37% 215,424,579 9,755,063 6.05% 216,395,096 10,385,369 6.42% Allowance for loan losses (2,537,751) (2,489,496) (2,453,278) (2,494,531) Total loans, net of allowance * 212,293,106 3,235,398 6.06% 218,000,942 3,539,653 6.44% 212,971,301 9,755,063 6.12% 213,900,565 10,385,369 6.49% Total interest-earning assets 263,169,215 3,400,581 5.14% 257,575,983 3,707,723 5.71% 263,565,344 10,248,620 5.19% 254,186,009 10,809,404 5.69% Noninterest-bearing cash 8,295,180 5,808,453 8,357,611 5,730,313 Premises and equipment 8,684,906 8,911,005 8,751,528 8,939,599 Restricted stock 110,000 110,000 110,000 112,015 Other assets 10,272,329 9,335,869 9,071,388 9,778,436 Total assets $ 290,531,630 $ 281,741,310 $ 289,855,871 $ 278,746,372 Liabilities and Stockholders' Equity Interest-bearing Deposits NOW deposits $ 34,016,391 $ 2,890 0.03% $ 29,912,774 $ 9,561 0.13% $ 33,362,966 $ 15,123 0.06% $ 27,975,500 $ 26,564 0.13% Savings 26,047,361 5,257 0.08% 24,114,220 16,404 0.27% 25,568,652 28,969 0.15% 23,663,045 51,217 0.29% Money market 33,311,908 13,423 0.16% 29,180,571 23,449 0.32% 32,104,129 56,740 0.24% 29,694,371 100,571 0.45% Personal investment 20,523,593 8,249 0.16% 18,363,450 15,773 0.34% 19,797,866 34,818 0.23% 18,411,085 61,652 0.45% Time deposits 78,843,035 231,335 1.17% 88,628,849 345,170 1.55% 82,419,763 773,228 1.25% 87,807,436 1,094,147 1.67% Total interest-bearing deposits 192,742,288 261,154 0.54% 190,199,864 410,357 0.86% 193,253,376 908,878 0.63% 187,551,437 1,334,151 0.95% Borrowed overnight funds - - 0.00% 32,609-0.00% - - 0.00% 10,989 29 0.35% FHLB long term borrowing 28,000,000 240,555 3.42% 28,000,000 240,554 3.41% 28,000,000 718,837 3.43% 28,036,107 716,324 3.42% Total borrowed funds 28,000,000 240,555 3.42% 28,032,609 240,554 3.40% 28,000,000 718,837 3.43% 28,047,096 716,353 3.41% Total interest bearing deposits and borrowed funds 220,742,288 501,709 0.90% 218,232,473 650,911 1.18% 221,253,376 1,627,715 0.98% 215,598,533 2,050,504 1.27% Noninterest-bearing deposits 40,217,648 35,198,443 39,361,616 35,363,121 Other liabilities 1,093,193 1,164,034 1,048,064 1,012,859 Stockholders' equity 28,478,501 27,146,360 28,192,815 26,771,859 Total liabilities and stockholders' equity $ 290,531,630 $ 281,741,310 $ 289,855,871 $ 278,746,372 Net interest spread 4.24% 4.53% 4.21% 4.41% Net interest income $ 2,898,872 $ 3,056,812 $ 8,620,905 $ 8,758,900 Net margin on interest-earning assets 4.38% 4.71% 4.39% 4.61% Interest and dividends on securities and loans are reported on fully taxable equivalent basis. * Non accrual loan balances are included in loan and interest earning asset balances. 1881667.2 14026.114288 3

The average balance of investment securities for the three- and nine-month periods ended September 30, 2012 increased $2,414,403, or 7.7%, and $3,459,648, or 12.0%, respectively, over the same periods in 2011. Interest revenue on these investments on a tax equivalent basis decreased $13,963, or 8.6%, for the three-month period ended September 30, 2012, and increased $40,011, or 10.1%, for nine-month period ended September 30, 2012, over the same periods in 2011. The revenue decrease for the third quarter of 2012 over the same quarter of last year was mainly attributable to a 31 basis point decrease in the weighted average rates earned on investments and was partially offset by an increase in the portfolio average balance. The revenue increase for the first nine months of 2012 over the same period of last year was mainly attributable to an increase in the portfolio average balance and was partially offset by a four basis point decrease in the weighted average rates earned. The Bank is a member of the FHLB of Atlanta and is required to purchase capital stock of the FHLB of Atlanta as a condition to obtaining a line of credit. For the three- and nine-month periods ended September 30, 2012, the Bank recorded an increase in dividends received on FHLB of Atlanta stock of $2,508, or 77.9%, and $8,970, or 71.2%, respectively, on a fully taxable equivalent basis, when compared to the same periods in 2011. The increases were primarily due to an increase in the dividend rate paid by the FHLB of Atlanta. During the three- and nine-month periods ended September 30, 2012, the average balance of interest-bearing deposit liabilities increased 1.3% to $192,742,288, and 3.0% to $193,253,376, respectively, when compared to the same periods in 2011. The weighted average rate paid on these deposits decreased 32 basis points to 0.54%, and 32 basis points to 0.63%, respectively, for the three- and nine-month periods ended September 30, 2012 when compared to the same periods of 2011. This resulted in a decrease in interest expense of $149,203 and $425,273, for the three-and nine-month periods ended September 30, 2012, respectively, when compared to the same periods in 2011. The key performance measure for net interest income is the net margin on interest-earning assets, or annualized net interest income divided by average interest-earning assets. The Bank s net interest margin on a fully taxable equivalent basis decreased 33 basis points to 4.38% for the three-month period ended September 30, 2012 when compared to the same period in 2011. The Bank s net interest margin on a fully taxable equivalent basis decreased 22 basis points to 4.39% for the nine-month period ended September 30, 2012 when compared to the same period in 2011. The net margin may be adversely affected by increases in competition, volatile interest rates, decreases in loan demand, changes in the Bank s cost of funds where it outpaces the return on the Bank s loans and investment securities, and other unpredictable changes in the marketplace. The net interest spread is the rate earned on interestearning assets less the rate paid on interest-bearing liabilities. The net interest spread decreased 29 basis points to 4.24% for the three months ended September 30, 2012, and 20 basis points to 4.21% for the nine months ended September 30, 2012, when compared to the same periods in 2011. Noninterest Revenue Noninterest revenue for the three-month period ended September 30, 2012 was $331,661, compared to $393,996 for the same period in 2011, a decrease of $62,335. This decrease was primarily due to a reduction of $71,038 in service charges and other deposit related fees collected, partially offset by an increase of $12,309 in other fees and commissions earned in the three months ended September 30, 2012 when compared to the same period in 2011. Noninterest revenue for the nine-month period ended September 30, 2012 was $983,165, compared to $1,150,170 for the same period in 2011, a decrease of $167,005. This decrease was primarily due to a reduction of $176,240 in service charges and other deposit related fees collected, partially offset by an increase of $19,539 in other fees and commissions earned in the nine months ended September 30, 2012 when compared to the same period in 2011. Noninterest Expenses Noninterest expenses for the three-month period ended September 30, 2012 were $2,098,387, compared to $2,071,547 for the same period in 2011, representing an increase of $26,840. Comparing the third quarter of 2012 to the third quarter of 2011, the increase in noninterest expenses was mainly attributable to increased occupancy expenses of $11,145, and increased expenses, losses, and writedowns on repossessed assets and foreclosed real estate of $102,109, partially offset by decreased salaries and benefits expense of $24,870, decreased data processing expense of $26,663, decreased FDIC and state assessments of $17,148, and a decrease in other operating expenses of $9,431. Noninterest expenses for the nine-month period ended September 30, 2012 were $6,653,382, compared to $6,589,449 for the same period in 2011, representing an increase of $13,933. Comparing the first nine months of 2012 to the same period of 2011, the increase in noninterest expenses was mainly attributable to increased salaries and benefits of $24,321, increased professional services expense of $85,706, and increased expenses, losses, and write-downs on repossessed assets and foreclosed real estate of $119,901, partially offset by decreased data processing expense of $30,553, decreased FDIC and state assessments of $91,398, decreased other than temporary impairment of restricted stock of $50,000, and decreased other operating expenses of $33,955. 1881667.2 14026.114288 4

Income Tax Expense Income tax expense for the three- and nine-month periods ended September 30, 2012 was $278,252 and $618,743, respectively, compared to $444,949 and $768,497, respectively, for the same periods of 2011. The differences were mainly attributable to decreases in pretax earnings for the three- and nine-month periods ended September 30, 2012 when compared to same periods in 2011. The Bank s effective tax rate was 34.0% for the nine-month period ended September 30, 2012, compared to 34.5% for the same period in 2011. FINANCIAL CONDITION Assets Total assets at September 30, 2012 increased $4,343,326, or 1.5%, to $287,159,094, from $282,815,768 at December 31, 2011. The Bank invests excess cash balances in interest-bearing accounts at the Federal Reserve and other banks and federal funds sold to correspondent banks. These balances increased $190,040 to $8,721,048 at September 30, 2012, from $8,531,008 at December 31, 2011, representing a 2.2% increase. Investment securities held to maturity at September 30, 2012 increased $4,195,880, or 13.5%, to $35,263,885, from $31,068,005 at December 31, 2011. Loans Loans, net of the allowance for loan losses, decreased $3,322,678, or 1.5%, to $213,001,568 at September 30, 2012, from $216,324,246 at December 31, 2011. The average net loan portfolio represented 80.8% of average earning assets for the nine-month period ended September 30, 2012, compared to 84.2% for the same period in 2011. The following table sets forth the major classifications of the Bank s loan portfolio. Real estate 1881667.2 14026.114288 5 September 30, 2012 December 31, 2011 Amount % of Total Amount % of Total Construction, development and other land $ 9,279,336 4.33% $ 12,773,160 5.88% Secured by farmland 3,481,785 1.62% 3,035,815 1.40% Commercial 110,585,808 51.55% 111,474,016 51.32% Residential 60,373,998 28.14% 56,474,985 26.00% Commercial 12,907,017 6.02% 13,972,713 6.43% Lease financing 100,801 0.05% 215,887 0.10% Mobile home 12,121,836 5.65% 13,165,953 6.06% Other consumer 5,540,536 2.58% 6,028,716 2.78% Overdrafts 148,434 0.06% 59,359 0.03% Gross loans 214,539,551 100.00% 217,200,604 100.00% Deferred fees, net of costs 1,089,548 1,368,355 Allowance for loan losses (2,627,531) (2,244,713) Net loans $ 213,001,568 $ 216,324,246 Off-Balance Sheet Arrangements In the normal course of business, to meet the financing needs of its customers, the Bank is a party to financial instruments with offbalance sheet risk. These financial instruments include commitments to extend credit, lines of credit, and standby letters of credit. The Bank s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of the instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Bank generally requires collateral or other security to support the financial instruments with credit risk. The amount of collateral or other security is determined based on management s credit evaluation of the counterparty. The Bank evaluates each customer s creditworthiness on a case-by-case basis.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit and other commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the letters of credit and commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Further information about these arrangements is provided in Note 5 to the consolidated financial statements included elsewhere in this report. Management does not believe that any of the foregoing arrangements are reasonably likely to have an impact on the Bank s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Credit Risk Management The Bank s loan portfolio is subject to varying degrees of credit risk. The Bank seeks to mitigate credit risk through portfolio diversification, limiting exposure to any single industry or customer, collateral protection and strong underwriting criteria. The following discussion provides information and statistics on the overall quality of the Bank s loan portfolio. Notes 1 and 4 to the consolidated financial statements describe the accounting policies related to nonperforming loans and charge-offs, and foreclosed and repossessed assets, and describes the methodologies used to develop the allowance for loan losses. Management believes the policies governing nonperforming loans and charge-offs are consistent with industry and regulatory standards. The amount of the allowance for loan losses and the resulting provision for loan losses are reviewed and approved quarterly by the Board of Directors. The allowance is increased by provisions for loan losses charged to expense and recoveries of loans previously charged-off. Provisions for loan losses are made to bring the allowance for loan losses within the range of balances that are considered appropriate based upon the allowance methodology and to reflect losses inherent in the loan portfolio as of the balance sheet date. The Bank s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified rated loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools. The provision for loan losses for the three-month period ended September 30, 2012 was $350,000, which was $120,000 more than the $230,000 recorded for the same period of 2011. The provision for loan losses for the nine-month period ended September 30, 2012 was $1,150,000, which was $265,000 more than the $885,000 recorded for the same period of 2011. The Allowance for Loan Losses to Gross Loans ratio at September 30, 2012 increased to 1.22%, from 1.03% at December 31, 2011. The differences between the 2012 and 2011 periods resulted primarily from management s assessment of the current market conditions and analysis of inherent risk within the loan portfolio. The adequacy of the allowance for loan losses is determined based upon management s estimate of the inherent risks associated with lending activities, estimated fair value of collateral, past experience and present indicators such as loan delinquency trends, nonaccrual loans and current market conditions. Management believes that the allowance is adequate as of September 30, 2012; however, future changes in the composition of the loan portfolio and financial condition of borrowers may result in additions to the allowance. Examination of the portfolio and allowance by regulatory agencies and consultants engaged by the Bank may result in the need for additional provisions based upon information available at the time of examination. 1881667.2 14026.114288 6

The following table provides a comprehensive view of the allowance for loan losses activity including the periodic activity of chargeoffs and recoveries allocated by loan class for the nine- and twelve-month periods ended September 30, 2012 and December 31, 2011, respectively, and the allocation of allowance for loan losses and the balances of loans that were individually and collectively evaluated for impairment at September 30, 2012 and December 31, 2011. September 30, 2012 Allo wance fo r Lo an Lo s s es Co ns tructio n Co mmercial Co mmercial Develo pment Real Es tate & Res idential & Leas e Mo bile Other Unallo cated & Other Land Farmland Real Es tate Financing Ho me Co ns umer Overdrafts To tal Beginning balance $ 34,606 $ 728,405 $ 725,074 $ 446,235 $ 113,964 $ 146,649 $ 45,037 $ 4,743 $ 2,244,713 Charge-o ffs - (183,757) (358,013) (32,515) (125,525) (94,423) (10,668) (3,117) (808,018) Reco veries - - - 12,000 23,000 250 5,090 496 40,836 P ro vis io n (33,239) 141,271 619,637 134,292 176,706 107,696 (8,622) 12,259 1,150,000 Ending balance $ 1,367 $ 685,919 $ 986,698 $ 560,012 $ 188,145 $ 160,172 $ 30,837 $ 14,381 $ 2,627,531 Allo wance balance allo cated to lo ans : Individually evaluated fo r impairment $ - $ 85,000 $ 141,169 $ 95,011 $ 112,370 $ 3,668 $ 168 $ - $ 437,386 Co llectively evaluated fo r impairment 1,367 600,919 845,529 465,001 75,775 156,504 30,669 14,381 2,190,145 Lo an balances (excluding fees ): $ 1,367 $ 685,919 $ 986,698 $ 560,012 $ 188,145 $ 160,172 $ 30,837 $ 14,381 $ 2,627,531 Individually evaluated fo r impairment $ 1,070,054 $ 5,330,017 $ 2,966,513 $ 2,025,962 $ 174,928 $ 19,541 $ - $ 11,587,015 Co llectively evaluated fo r impairment $ 8,209,282 $ 108,737,576 $ 57,407,485 $ 10,981,856 $ 11,946,908 $ 5,520,995 $ 148,434 $ 202,952,536 December 31, 2011 Allo wance fo r Lo an Lo s s es Beginning balance $ - $ 375,299 $ 1,287,577 $ 463,921 $ 273,676 $ 59,852 $ 12,929 $ 2,512 $ 2,475,766 Charge-o ffs - (975,778) (48,095) (156,808) (144,464) (131,771) (24,158) (7,053) (1,488,127) Reco veries - - - 6,000 16,000 2,664 968 1,442 27,074 P ro vis io n 34,606 1,328,884 (514,408) 133,122 (31,248) 215,904 55,298 7,842 1,230,000 Ending balance $ 34,606 $ 728,405 $ 725,074 $ 446,235 $ 113,964 $ 146,649 $ 45,037 $ 4,743 $ 2,244,713 Allo wance balance allo cated to lo ans : Individually evaluated fo r impairment $ - $ 32,094 $ 66,549 $ 18,699 $ 65 $ 4,822 $ 4,468 $ - $ 126,697 Co llectively evaluated fo r impairment 34,606 696,311 658,525 427,536 113,899 141,827 40,569 4,743 2,118,016 Lo an balances (excluding fees ): $ 34,606 $ 728,405 $ 725,074 $ 446,235 $ 113,964 $ 146,649 $ 45,037 $ 4,743 $ 2,244,713 Individually evaluated fo r impairment $ 1,125,449 $ 6,855,361 $ 2,455,380 $ 45,962 $ 324,451 $ 4,468 $ - $ 10,811,071 Co llectively evaluated fo r impairment $ 11,647,711 $ 107,654,470 $ 54,019,605 $ 14,142,638 $ 12,841,502 $ 6,024,248 $ 59,359 $ 206,389,533 1881667.2 14026.114288 7

Risk Elements of Loan Portfolio The table below analyzes the age of past due loans at September 30, 2012 and December 31, 2011. 90 Days Total Loans over 30-59 Days 60-89 Days and over Total Gross 90 Days and Past Due Past Due Past Due Past Due Current Loans Accruing September 30, 2012 Construction, development and other land $ - $ 395,054 $ - $ 395,054 $ 8,884,282 $ 9,279,336 $ - Commercial real estate and farmland 1,676,230 731,516 809,061 3,216,807 110,850,786 114,067,593 281,612 Residential real estate 1,372,927 283,229 144,107 1,800,263 58,573,735 60,373,998 - Commercial and lease financing - - 33,150 33,150 12,974,668 13,007,818 - Mobile home 398,154 123,793 70,194 592,141 11,529,695 12,121,836 - Other consumer 7,280 19,541-26,821 5,662,149 5,688,970 - $ 3,454,591 $ 1,553,133 $ 1,056,512 $ 6,064,236 $ 208,475,315 $ 214,539,551 $ 281,612 December 31, 2011 Construction, development and other land $ 443,540 $ - $ 1,256,057 $ 1,699,597 $ 11,073,563 $ 12,773,160 $ - Commercial real estate and farmland 1,168,361 604,250 2,614,388 4,386,999 110,122,832 114,509,831 - Residential real estate 1,235,730 204,420 444,511 1,884,661 54,590,324 56,474,985 - Commercial and lease financing 92,758 - - 92,758 14,095,842 14,188,600 - Mobile home 329,833 159,642 97,803 587,278 12,578,675 13,165,953 - Other consumer 266,345 4,468-270,813 5,817,262 6,088,075 - $ 3,536,567 $ 972,780 $ 4,412,759 $ 8,922,106 $ 208,278,498 $ 217,200,604 $ - The table below summarizes nonaccrual loans and other non-performing assets for the periods indicated. At, and Year to Date Through: Non-performing Assets September 30, 2012 December 31, 2011 Non-accrual loans by loan class: Construction, development and other land $ 395,054 $ 1,699,597 Commercial real estate and farmland 527,449 2,614,388 Residential real estate 498,645 777,703 Commercial and lease financing 33,150 Mobile home 70,194 168,646 Total non-accrual loans 1,524,492 5,260,334 Foreclosed real estate 2,854,698 776,044 Repossessed assets 244,361 180,668 Total non-performing assets $ 4,623,551 $ 6,217,046 Interest not accrued on nonaccrual loans $ 110,483 $ 278,725 The table below shows troubled debt restructured loans by loan classification at the respective dates. September 30, 2012 December 31, 2011 Number of Recorded Number of Recorded of Contracts Investment of Contracts Investment Construction, development and other land - $ - 1 $ 544,409 Commercial real estate and farmland 4 2,603,828 5 4,041,041 Residential real estate 3 497,057 2 351,805 Mobile home - - 1 21,995 7 $ 3,100,885 9 $ 4,959,250 1881667.2 14026.114288 8

Deposits Total deposits at September 30, 2012 were $229,330,258, an increase of $3,175,204, or 1.4%, over total deposits at December 31, 2011. Interest bearing deposits at September 30, 2012 increased 0.6%, or $1,136,316, over December 31, 2011. The Bank utilizes core deposits primarily to fund its earning assets. During the nine-month period ended September 30, 2012, average deposits provided funding for approximately 88.3% of average earning assets, compared to 87.7% for the comparable period of 2011. Certificates of deposit greater than $100,000 are listed in the table below for the periods indicated. September 30, 2012 December 31, 2011 Non-brokered $ 32,571,405 $ 35,595,140 CDARS Network 4,905,188 8,307,756 $ 37,476,593 $ 43,902,896 Long-term borrowings The Bank may borrow up to 25% of its reported total assets from the FHLB of Atlanta through any combination of notes or line of credit advances. The line of credit interest rate is a variable rate set daily by the FHLB of Atlanta. The notes payable and the line of credit are secured by a floating lien on all of the Bank s residential first mortgage loans, home equity loans and commercial real estate loans. The table below summarizes the Bank s fixed rate FHLB advances. Note First Callable Date; Maturity Interest Interest Date Quarterly Thereafter Date Rate September 30, 2012 December 31, 2011 Frequency 10/31/2007 10/30/2009 10/31/2017 3.760% 6,000,000 6,000,000 Quarterly 12/31/2007 12/29/2008 12/29/2017 2.986% 5,000,000 5,000,000 Quarterly 6/20/2008 6/20/2012 6/20/2018 3.930% 7,000,000 7,000,000 Quarterly 9/19/2008 9/19/2011 9/19/2018 2.913% 10,000,000 10,000,000 Quarterly $ 28,000,000 $ 28,000,000 Further information about these advances is provided in Note 9 to the consolidated financial statements included elsewhere in this report. Capital Total stockholders equity was $28,396,602 at September 30, 2012, an increase of 3.5%, or $949,512, when compared to total stockholders equity at December 31, 2011. Capital increased as a result of year-to-date earnings in the amount of $1,202,346, and stock transactions netting $206,522. These increases were partially offset by quarterly dividends paid on outstanding shares of common stock in the aggregate amount of $459,356. The Bank continues to maintain capital at levels in excess of the minimum risk-based capital requirements adopted by the federal banking agencies and was considered to be well capitalized as of September 30, 2012. One measure of capital adequacy is the riskbased capital ratio, or the ratio of total capital to risk adjusted assets. Total capital is composed of both core capital (Tier 1) and supplemental capital (Tier 2). Total assets are adjusted for off-balance sheet items, such as letters of credit, and the different degrees of risk among various assets. Regulators require a minimum risk-based capital ratio of 8%, with 10% being the regulatory minimum for well-capitalized banks. At September 30, 2012, the Bank s risk-based capital ratio was 14.1%. Another measure of capital adequacy is the leverage capital ratio, which is calculated by dividing average total assets for the most recent quarter into Tier 1 capital. The regulatory minimum for this ratio is 4%, with 5% being the regulatory minimum for wellcapitalized banks. The Bank s leverage capital ratio as of September 30, 2012 was 9.8%. The Basel Committee on Banking Supervision ( Basel ) is a committee of central banks and bank regulators from major industrialized countries that develops broad policy guidelines for use by each country s regulators with the purpose of ensuring that financial institutions have adequate capital given the risk levels of assets and off-balance sheet financial instruments. 1881667.2 14026.114288 9

In December 2010, Basel released a framework for strengthening international capital and liquidity regulations, referred to as Basel III. Basel III includes defined minimum capital ratios, which must be met when implementation occurs on January 1, 2013. An additional capital conservation buffer will be phased-in beginning January 1, 2016 and, when fully phased-in three years later, the minimum ratios will be 2.5% higher. Fully phased-in capital standards under Basel III will require banks to maintain more capital than the minimum levels required under current regulatory capital standards. As Basel III is only a framework, the specific changes in capital requirements are to be determined by each country s banking regulators. In June 2012, U.S. Federal banking regulators adopted three notices of proposed rulemaking ( NPRs ) that would implement in the United States the Basel III regulatory capital reforms and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Two of these NPRs would not apply to the Bank. The first applies to banks that are internationally active or that are subject to market risk rules. The second applies to institutions with total consolidated assets of $500 million or more. The NPR entitled Regulatory Capital Rules: Standardized Approach for Risk-weighted Assets; Market Discipline and Disclosure Requirement would apply to all banking organizations, including the Bank. This NPR would revise and harmonize the rules for calculating risk-weighted assets to enhance risk sensitivity and address weaknesses that have been identified over the past several years. Banks and regulators use risk weighting to assign different levels of risk to different classes of assets and off balance sheet exposures - riskier items require higher capital cushions and less risky items require smaller capital cushions. The Bank is reviewing this NPR to determine the impact, if any, that it may have on the Bank if and when it is finalized. Management is not aware of any trends, favorable or unfavorable, that are likely to have a material effect on our financial condition or on our earnings. Liquidity Liquidity describes the ability of the Bank to meet financial obligations that arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of customers and to fund current and planned expenditures. Liquidity is derived through increased customer deposits, maturities in the investment portfolio, loan repayments and income from earning assets. To the extent that deposits are not adequate to fund customer loan demand, liquidity needs can be met in short-term funds markets. The Bank has secured and unsecured credit lines with correspondent banks, which are subject to periodic review. In the second quarter of 2012, the Bank s unsecured fed funds line of credit was increased to $2,500,000 from $2,000,000, and the secured credit facility was increased to $5,000,000 from $3,000,000. The Bank is also a member of the FHLB of Atlanta, which provides another source of liquidity. The Bank may borrow up to 25% of its reported total assets from the FHLB of Atlanta through any combination of notes or line of credit advances. The line of credit interest rate is a variable rate set daily by the lender. The notes payable and the line of credit are secured by a floating lien on all of the Bank's residential first mortgage loans, home equity loans and commercial real estate loans. The Bank is required to purchase shares of capital stock in the FHLB of Atlanta as a condition to obtaining the line of credit. Based on collateral available, the Bank could borrow an additional $18,365,541 from the FHLB of Atlanta as of September 30, 2012. The Bank is eligible to borrow from the Federal Reserve Bank Discount Window. The credit line is secured by the Bank s consumer loan portfolio. Based on available collateral, the Bank could borrow $12,301,602 from the Federal Reserve Bank Discount Window as of September 30, 2012. The Certificate of Deposit Account Registry Service (CDARS) network is a form of brokered deposit program in which the Bank has been a participant since June 2005. In addition to offering depositors enhanced FDIC insurance coverage, the being a participant in the CDARS network allows the Bank to fund its balance sheet through their One-Way Buy program. This program uses a competitive bid process to allocate funding. Due to the nature of the FDIC insurance coverage, the Bank believes that the CDARS network will be a viable source of funding so long as the Bank maintains its well-capitalized status. The Bank may borrow up to 10% of reported total assets or $28,715,909 as of September 30, 2012. Further information about available lines of credit is provided in Note 9 to the consolidated financial statements included elsewhere in this report. Item 3. Quantitative and Qualitative Disclosures about Market Risk The Bank s principal market risk is the fluctuation of interest rates and the impact such fluctuation would have on the Bank s lending, investing and deposit activities. Management has adopted procedures to evaluate and mitigate this risk. This risk and management s procedures are discussed in detail in Item 7 of Part II of the Bank s Annual Report on Form 10-K for the year ended December 31, 2011 under the caption Market Risk Management. Management believes that there have been no material changes in the Bank s 1881667.2 14026.114288 10

market risks or the procedures used to evaluate and mitigate these risks since December 31, 2011. At September 30, 2012, the model simulations projected the following percentage changes in net interest income from the base case (no change in rates) over the next 12 months for the various interest rate change scenarios listed in the table below. Given prevailing interest rates at September 30, 2012, decreases in interest rates of more than 100 basis points were considered to be remote. Change in Interest rates: +400 Basis Points +300 Basis Points +200 Basis Points -100 Basis Points -200 Basis Points -300 Basis Points Change in net interest income 0.5% 0.6% 0.5% -0.9% N/A N/A Item 4. Controls and Procedures. The Bank maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Bank s reports filed under the Securities Exchange Act of 1934 with the FDIC, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to the Bank s management, including its principal executive officer ( CEO ) and its principal accounting officer ( CFO ), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. An evaluation of the effectiveness of these disclosure controls as of September 30, 2012 was carried out under the supervision and with the participation of the Bank s management, including the CEO and CFO. Based on that evaluation, the Bank s management, including the CEO and CFO, has concluded that the Bank s disclosure controls and procedures are, in fact, effective at the reasonable assurance level. During the quarter ended September 30, 2012, there was no change in the Bank s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Bank s internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings The Bank is party to various legal actions normally associated with a financial institution. In management's opinion, none of these actions is likely to have a material effect on the Bank s financial condition or future results of operations. Item 1A. Risk Factors. The risks and uncertainties to which the Bank s financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Bank s Annual Report on Form 10-K for the year ended December 31, 2011. Management does not believe that any material changes in the Bank s risk factors have occurred since these risks were last discussed. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Stock Section 3(a)(2) of the Securities Act of 1933, as amended (the Securities Act ), exempts from the definition of security any securities issued by a bank, and the FDIC, as the Bank s primary federal regulator, does not require the registration of the Bank s securities prior to offer or sale. From time to time, the Bank sells shares of its common stock pursuant to its dividend reinvestment plan ( DRIP ) and upon exercise of options granted under its Director Stock Purchase Plan, Incentive Stock Option Plan, 2004 Director Non-Qualified Stock Option Plan (the 2004 Plan ), 2008 Employee Stock Purchase Plan (the 2008 Employee Plan ) and the 2008 Key Employee Stock Option Plan (the 2008 Key Employee Plan ). The DRIP and all equity compensation plans other than the 2004 Director Plan, 2008 Employee Plan and the 2008 Key Employee Plan were adopted before the Bank converted from a 1881667.2 14026.114288 11

national banking association into a state chartered bank, and the Office of the Comptroller of the Currency required that the shares issuable under such plans be registered under the Securities Act prior to their offer and sale. During the third quarter of 2012, a net total of 3,374.0 shares of common stock were sold pursuant to the DRIP at $16.50 per share. There were a total of 161 shares of common stock issued pursuant to the exercise of options during the quarter ended September 30, 2012, at an average exercise price of $14.88 per share. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. Item 6. Exhibits The exhibits filed or furnished herewith are listed in the Exhibit Index attached hereto, which index is incorporated herein by reference. 1881667.2 14026.114288 12

SIGNATURES Pursuant to 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. HARFORD BANK Date: November 14, 2012 /s/ Charles H. Jacobs, Jr. Charles H. Jacobs, Jr. President/Chief Executive Officer (Principal Executive Officer) Date: November 14, 2012 /s/ Neil L. Christ, CPA Neil L. Christ, CPA Senior Vice President/Chief Financial Officer (Principal Financial Officer) 1881667.2 14026.114288 13

EXHIBIT INDEX Exhibit No. Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Description Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). Certifications of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). Certification of the Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 1881667.2 14026.114288 14

Exhibit 31.1 I, Charles H. Jacobs, Jr., certify that: CERTIFICATIONS OF THE PRINCIPAL EXECUTIVE OFFICER Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14 As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 1. I have reviewed this quarterly report on Form 10-Q of Harford Bank; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a b c d Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; and Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a b All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2012 /s/ Charles H. Jacobs, Jr. Charles H. Jacobs, Jr. President/Chief Executive Officer (Principal Executive Officer) 1881667.2 14026.114288

Exhibit 31.2 I, Neil L. Christ, CPA, certify that: CERTIFICATIONS OF THE PRINCIPAL FINANCIAL OFFICER Pursuant to Securities Exchange Act Rules 13a-1 and 15d-14 As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 1. I have reviewed this quarterly report on Form 10-Q of Harford Bank; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a b c d Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; and Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a b All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2012 /s/ Neil L. Christ, CPA Neil L. Christ, CPA Senior Vice President/Chief Financial Officer (Principal Financial Officer) 1881667.2 14026.114288

Exhibit 32.1 CERTIFICATION OF THE PERIODIC REPORT Pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to, and for purposes only of, 18 U.S.C. 1350, each of the undersigned hereby certifies that (i) the Quarterly Report of Harford Bank on Form 10-Q for the quarter ended September 30, 2012, filed with the Federal Deposit Insurance Corporation (the Report ) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harford Bank. Date: November 14, 2012 /s/ Charles H. Jacobs, Jr. Charles H. Jacobs, Jr. President/Chief Executive Officer (Principal Executive Officer) Date: November 14, 2012 /s/ Neil L. Christ, CPA Neil L. Christ, CPA Senior Vice President/Chief Financial Officer (Principal Financial Officer) 1881667.2 14026.114288

HARFORD BANK AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CONDITION ASSETS September 30, 2012 December 31, 2011 (Unaudited) Cash and due from banks $ 9,148,044 $ 8,008,148 Federal Reserve Bank deposit 4,909,166 4,228,111 Federal funds sold and Federal Home Loan Bank deposit 2,311,882 2,302,897 Cash and cash equivalents 16,369,092 14,539,156 Interest-bearing time deposits in other banks 1,500,000 2,000,000 Investment securities held to maturity (fair value of $35,954,219 and $31,465,148) 35,263,885 31,068,005 Federal Home Loan Bank stock, at cost 1,684,300 1,704,100 Total loans and leases 215,629,099 218,568,959 Less: Allowance for loan and lease losses (2,627,531) (2,244,713) Net loans and leases 213,001,568 216,324,246 Bank premises and equipment 8,632,283 8,773,536 Prepaid income tax - 102,385 Accrued interest receivable 1,071,465 982,262 Deferred income taxes 783,252 759,998 Bank owned life insurance 4,534,116 4,434,462 Foreclosed real estate 2,854,698 776,044 Other assets 1,464,435 1,351,574 LIABILITIES AND STOCKHOLDERS' EQUITY $ 287,159,094 $ 282,815,768 Deposits Noninterest-bearing $ 40,016,154 $ 37,977,266 Interest-bearing 189,314,104 188,177,788 Total deposits 229,330,258 226,155,054 Federal Home Loan Bank advances 28,000,000 28,000,000 Accrued interest payable 167,460 205,256 Income taxes payable 33,795 - Dividend payable 142,609 195,661 Other liabilities 1,088,370 812,707 258,762,492 255,368,678 Stockholders' equity Common stock, par value $10 per share; authorized 5,000,000 shares; issued and outstanding 1,096,991.0 shares in 2012, and 1,087,002.9 shares in 2011 10,969,910 10,870,029 Surplus 12,442,057 12,335,416 Undivided profits 4,984,635 4,241,645 28,396,602 27,447,090 $ 287,159,094 $ 282,815,768 The accompanying notes are an integral part of these consolidated financial statements. F-1

HARFORD BANK AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three months For the nine months ended September 30, ended September 30, For the s 2012 2011 2012 2011 Interest revenue Loans, including fees $ 3,241,663 $ 3,509,358 $ 9,797,869 $ 10,245,426 Investment securities held to maturity 145,091 154,890 418,075 380,158 Federal funds sold and Federal Home Loan Bank deposit 1,120 2,274 2,969 12,083 Federal Reserve Bank deposit 7,818 386 23,854 1,436 Time deposits in other banks 1,838-5,867 - Other 5,416 3,044 20,387 11,905 Total interest revenue 3,402,946 3,669,952 10,269,021 10,651,008 Interest expense Deposits 261,154 410,357 908,878 1,334,151 Borrowed funds 240,555 240,583 718,837 716,353 Total interest expense 501,709 650,940 1,627,715 2,050,504 Net interest income 2,901,237 3,019,012 8,641,306 8,600,504 Provision for loan losses 350,000 230,000 1,150,000 885,000 Net interest income after provision for loan losses 2,551,237 2,789,012 7,491,306 7,715,504 Noninterest revenue Service charges on deposit accounts 192,033 263,071 582,255 758,495 Earnings on bank owned life insurance 32,822 36,428 99,654 109,958 Other fees and commissions 106,806 94,497 301,256 281,717 Total noninterest revenue 331,661 393,996 983,165 1,150,170 Noninterest expenses Salaries and benefits 1,079,173 1,104,043 3,297,681 3,273,360 Occupancy 172,089 160,944 502,344 489,245 Furniture and equipment 106,253 104,694 314,113 309,175 Data processing expense 170,766 197,429 535,324 565,877 Professional fees 44,339 48,501 212,176 126,470 Director and committee fees 42,600 47,596 149,166 147,106 Stationery and supplies 37,317 35,467 120,339 149,127 FDIC and state assessments 63,320 80,468 203,508 294,906 Advertising 23,422 25,975 73,239 74,637 Net expenses, losses and write-downs of repossessed assets and foreclosed real estate 123,188 21,079 561,154 441,253 Other than temporary impairment of restricted stock - - - 50,000 Other operating 235,920 245,351 684,338 718,293 Total noninterest expenses 2,098,387 2,071,547 6,653,382 6,639,449 Income before income taxes 784,511 1,111,461 1,821,089 2,226,225 Income taxes 278,252 444,949 618,743 768,497 Net income $ 506,259 $ 666,512 $ 1,202,346 $ 1,457,728 Basic earnings per share $ 0.46 $ 0.62 $ 1.10 $ 1.35 Diluted earnings per share $ 0.46 $ 0.62 $ 1.10 $ 1.35 Dividends declared per share $ 0.13 $ 0.16 $ 0.42 $ 0.50 The accompanying notes are an integral part of these consolidated financial statements. F-2