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

Attention: Chief Executive Officer and Chief Financial Officer



In accordance with the provisions of Section 4 of the Federal Reserve Act and Circular Letter 5636, dated September 20, 2004, an election is being conducted to determine successors for the following directors:

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

P. Coleman Townsend, Jr., Chairman & CEO, Townsends, Inc., Wilmington, DE. Mr. Townsend is completing his term as a Class B, Group 2 director. He is eligible for re-election, and willing to serve a three-year term.

The names of the candidates nominated and the banks that made the nominations are listed herein. A brief biographical sketch of each candidate is also provided. A ballot and two envelopes to use in the voting are enclosed for each bank in Group1 (11 KB, 3 pages) and Group 2 (17 KB, 5 pages). The ballot and white voting envelope must be executed by an officer of your bank who has been authorized to vote. A list of the officers so designated is included. While banks in Group 3 will not participate in this election, this circular is sent to them for their information, without forms.

Action Required to Vote:

1) Mark the preferential ballot.

2) Place it in the colored "ballot" envelope and seal. To keep the ballot confidential, the name of neither the bank nor the voting officer should be written on the ballot.

3) Place the colored "ballot" envelope in the white voting envelope. Fill out the front of the white voting envelope and seal it.

4) Return the white voting envelope containing the colored "ballot" envelope to this Bank. For your convenience, a self-addressed envelope is enclosed.

The Federal Reserve Act allows 15 days for balloting. The polls will open on November 4, 2004 and close at noon on November 19, 2004. For your vote to count it must be received here at the Bank by the time the polls close.

At noon on November 19, 2004, the ballot box will be opened at the Federal Reserve Bank of Philadelphia, and the envelopes containing the ballots will be opened. The votes will be counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion.

Additional Information: Inquiries concerning this circular letter should be directed to Linda O’Donnell, Assistant to the Corporate Secretary, at (215) 574-6389 or