To: All Member Banks and Others Concerned in the Third Federal Reserve District

Attention: Chief Executive Officer



As provided by Section 4 of the Federal Reserve Act, an election will be held to choose successors for the directors whose terms expire on December 31, 2004.

Walter E. Daller Jr., Chairman, President & CEO, Harleysville National Corporation, Harleysville, PA, is completing his term as a Class A, Group 1 director. He is not eligible for re-election. Group 1 banks will elect his successor to serve a three-year term beginning January 1, 2005.

P. Coleman Townsend, Chairman & CEO, Townsends, Inc., Wilmington, DE, is completing his term as a Class B, Group 2 director. He is eligible for re- election and is willing to continue service if elected to a second term. Group 2 banks elect the director to fill this position.

Action Required to Nominate:

Each bank in Group 1 can nominate one candidate for Class A director; each bank in Group 2 can nominate one candidate for Class B director. The nomination must be made by resolution of your Board of Directors and received on or before October 19, 2004. A form for that purpose is enclosed.

Eligibility criteria for Class A and B directors are summarized in Attachment I (54 KB, 1 page).

The banks comprising Groups 1, 2, and 3 are listed in Attachment II (270 KB, 5 pages). Group 1 consists of banks having capital and surplus greater than $20,000,000. Group 2 consists of banks having capital and surplus of $6,000,000, but less than $20,000,000. Group 3 consists of banks having capital and surplus less than $6,000,000.

The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available, even though its capital and surplus may change before the polls close.

When two or more banks are subsidiaries of the same holding company, only one of them may nominate and vote in this election. See Attachment III (16 KB, 1 page) for details.

Action Required to Vote:

On November 3, 2004, a list of the candidates (indicating by whom nominated) and a preferential ballot will be mailed to each bank in the voting group. The
ballot must be cast within 15 days after receipt. The polls will open on November 4, 2004, and close at noon on November 19, 2004. At that time the ballot box will be opened at this Bank, the votes counted, and the results of the election announced. The candidates are invited to be present on that occasion.

Any member bank that has not designated an officer or officers for the purpose of signing the ballot or any bank that desires to change its authorization should do so by resolution of its Board of Directors and certify the appointment before the polls close. A form for this purpose will be furnished upon request.

Additional Information: While banks in Group 3 will not participate in this election, this circular is sent to them for their information, without forms.

Inquiries concerning this circular letter should be directed to Herbert E. Taylor, Vice President and Secretary, at (215) 574-6439 or