8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report -September 29, 2004

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania	0-15237	23-2210237
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania 19438

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))

Item 8.01 Other Events

On September 29, 2004, Harleysville National Corporation (the “Corporation:) issued a press release announcing the appointment of John Eisele as Executive Vice President of Harleysville National Bank and Harleysville National Corporation and President of Millennium Wealth Management and Private Banking. A copy of the press release is attached as Exhibit 99.1. Mr. Eisele’s Employment Agreement and Supplemental Retirement Agreement are attached as Exhibits 99.2 and 99.3

Item 9.01 Financial Statements and Exhibits

(c)   Exhibits.

99.1   Press Release of Registrant dated September 29, 2004.

99.2   Employment Agreement between Harleysville Management Services, LLC and John Eisele dated as of September 27, 2004.

99.3   Supplemental Executive Retirement Benefit Agreement between Harlesyville Management Services, LLC and John Eisele dated as of September 27, 2004.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARLEYSVILLE NATIONAL CORPORATION

Dated: September 29, 2004 /s/ Michael B. High    

     Michael B. High, EVP and Chief Financial Officer

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EXHIBIT INDEX

	Page
Exhibit 99.1 Press Release dated September 29, 2004, of Harleysville National Corporation (filed pursuant to Item 8.01 hereof).	5
Exhibit 99.2 Employment Agreement between Harleysville Management Services, LLC and John Eisele (filed pursuant to Item 8.01 hereof).	7
Exhibit 99.3 Supplemental Executive Retirement Benefit Agreement between Harlesyville Management Services LLC and John Eisele (filed    pursuant to Item 8.01 hereof).	20

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EX-99.1 PR RELEASE

FOR IMMEDIATE RELEASE

CONTACT: Walter E. Daller Jr., Chairman, President and CEO

PHONE: 1-215-256-8851 ext. 2300

JOHN W. EISELE APPOINTED PRESIDENT OF MILLENNIUM WEALTH MANAGEMENT AND PRIVATE BANKING

HARLEYSVILLE, PA (September 29, 2004) - Harleysville National Corporation (HNC) announced today that John W. Eisele has been appointed president of Millennium Wealth Management and Private Banking (MWMP). MWMPB is a division of Harleysville National Bank, HNC’s largest subsidiary.

In his new position, Eisele is also executive vice president of Harleysville National Corporation.

Eisele has more than 20 years experience in investments and wealth management. Most recently, he was executive vice president of the Quick and Reilly division of Bank of America/Fleet Boston, Inc.

“We are pleased to have John Eisele join our organization and to rely on his expertise to grow our Millennium Wealth Management and Private Banking group," said Walter E. Daller, Jr., President and CEO of HNC. “This division provides us with the opportunity to offer the highest quality financial services to executives, professionals and customers with complex banking needs." The management team of MWMPB, reporting to John Eisele, includes Mikkalya Murray, Executive Vice President of HNC and head of Private Banking at MWMPB; Clay Henry, Executive Vice President of HNC, who leads the investment and wealth management portion of MWMPB; and David R. Kotok who continues as chairman and CIO of Cumberland Advisors, a subsidiary of Harleysville National Bank, and an integral part of MWMPB.

Eisele holds a Bachelor of Arts degree from the University of California in Los Angeles and is a graduate of the Securities Industry Institute at the University of Pennsylvania Wharton School.

Harleysville National Corporation, with assets of $2.8 billion, is the holding company for its major subsidiary Harleysville National Bank (HNB). Investment Management and Trust Services are provided through the Millennium Wealth Management and Private Banking Group, a division of HNB, with assets of $1.4 billion. Cumberland Advisors, Inc., a registered investment advisor specializing in fixed-income money management and equities using exchange-traded funds, is also a part of the Millennium Wealth Management and Private Banking Group. Harleysville National Corporation stock is traded under the symbol "HNBC" and is commonly quoted under Nasdaq National Market Issues. For more information, visit the HNC Web site at www.hncbank.com.

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the company’s filings with the Securities and Exchange Commission.

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EX-99.2 EMPAGREEMENT

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 27^th day of September, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (HMS), a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and John Eisele (“Executive"), an individual residing at 317 Rock Ridge Court, Franklin Lakes, NJ. 07417.

WITNESSETH:

WHEREAS, HMS is a subsidiary of HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY (the “Bank"), a national bank having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438;

WHEREAS, Bank is a subsidiary of HARLEYSVILLE NATIONAL CORPORATION (“HNC"), a Pennsylvania business corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438;

WHEREAS, HMS desires to employ Executive to serve in the capacity of Executive Vice President of the Bank and HNCand President of Millennium Wealth Management and Private Banking under the terms and conditions set forth herein;

WHEREAS, Executive desires to accept employment with HMS under the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Employment. HMS hereby employs Executive and Executive hereby accepts employment with HMS, on the terms and conditions set forth in this Agreement.

2. Duties of Employee. Executive shall perform and discharge well and faithfully such duties as an executive officer of the Bank as may be assigned to Executive from time to time by the Boards of Directors of HNC and Bank. Executive shall be Executive Vice President of the Bank and HNC and President of Millennium Wealth Management and Private Banking and shall hold such other titles as may be given to him from time to time by the Boards of Directors of HNC and the Bank. Executive shall devote his full time, attention and energies to the business of HNC and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be constr ued as preventing Executive from (a) engaging in activities incident or necessary to personal investments so long as such investment does not exceed 5% of the outstanding shares of any publicly held company, (b) acting as a member of the Board of Directors of any other corporation or as a member of the Board of Trustees of any other organization, with the prior approval of the Board of Directors of HNC and Bank. The Executive shall not engage in any business or commercial activities, duties or pursuits

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that compete with the business or commercial activities of HNC, or any of its subsidiaries or affiliates, nor may the Executive serve as a director or officer or in any other capacity in a company that competes with HNC or any of its subsidiaries or affiliates.

3. Term of Agreement.

(a) This Agreement shall be for a three (3) year period (the “Employment Period") beginning on the date first mentioned above and ending three (3) years later. The Employment Period shall be automatically extended on the third anniversary date of commencement of the Employment Term (the “Renewal Date") and on the same date of each subsequent year for a period ending one (1) year from each Renewal Date unless either party shall give written notice of non-renewal to the other party at least ninety (90) days prior to the Renewal Date, in which event this Agreement shall terminate at the end of the then existing Employment Period.

(b) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically for Cause (as defined herein) upon written notice from the Board of Directors of HNC to Executive. As used in this Agreement, “Cause" shall mean any of the following:

(i) Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive;

(ii) Executive’s willful failure to follow the good faith lawful instructions of the Board of Directors of HNC with respect to its operations; or

(iii) Executive’s willful failure to perform Executive’s duties to HNC (other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 3), which failure results in injury to HNC, monetarily or otherwise.

(iv) Executive’s intentional violation of the provisions of this Agreement;

(v) dishonesty or gross negligence of the Executive in the performance of his duties;

(vi) conduct on the part of the Executive that brings public discredit to HNC;

(vii) Executive’s breach of fiduciary duty involving personal profit;

(viii) Executive’s violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority;

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(ix) Executive’s unlawful discrimination, including harassment, against HNC’s employees, customers, business associates, contractors or visitors;

(x) Executive’s theft or abuse of HNC’s property or the property of HNC’s customers, employees, contractors, vendors or business associates;

(xi) any final removal or prohibition order to which the Executive is subject, by a federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act;

(xii) any act of fraud or misappropriation by Executive; or

(xiii) intentional misrepresentation of a material fact, or intentional omission of information necessary to make the information supplied not materially misleading, in any application or other information provided by the Executive to HNC or any representative of HNC in connection with the Executive’s employment with HNC.

If this Agreement is terminated for Cause, Executive’s rights under this Agreement shall cease as of the effective date of such termination.

(c) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s voluntary termination of employment (other than in accordance with Section 5 of this Agreement) for Good Reason. The term “Good Reason" shall mean (i) the assignment of duties and responsibilities inconsistent with Executive’s status as Executive Vice President and President of Millennium Wealth Management and Private Banking , (ii) a reduction in salary or benefits, except such reductions that are the result of a national financial depression or national or bank emergency when such reduction has been implemented by the Board of Directors for HNC and Bank’s senior manage ment, or (iii) a reassignment which requires Executive to move his principal office more than fifty (50) miles from HNC’s principal executive office immediately prior to this Agreement. If such termination occurs for Good Reason and upon execution of a mutual release, then HMS shall pay Executive an amount equal to and no greater than 1.0 times the Executive’s Agreed Compensation as defined in subsection (g) of this Section 3, which amount shall be payable in twelve (12) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment described herein, when a dded to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if

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necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code"), then HNC shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Executive shall not be required to mitigate the amount of any payment provided for in this Section 3(c) by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 3(c) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(d) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s Disability and Executive’s rights under this Agreement shall cease as of the date of such termination; provided, however, that Executive shall nevertheless be absolutely entitled to receive an amount equal to and no greater than seventy (70%) of the Executive’s Agreed Compensation as defined in subsection (g) of this Section 3, less amounts payable under any disability plan of HMS, until the earliest of (i) his return to employment, (ii) his attainment of age 65 or (iii) his death. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for such period. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay the Executive the amount of money that it would have cost HMS to provide the benefits to Executive. For purposes of this Agreement, Disability shall mean Executive’s incapacitation by accident, sickness or otherwise which renders Executive mentally or physically incapable of performing all of the essential functions of his job, taking into account any reasonable accommodation required by law, without posing a direct threat to himself or others, for a period of six (6) months.

(e) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination.

(f) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s voluntary termination of employment absent Good Reason.

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(g) The term “Agreed Compensation" shall equal the Executive’s highest Annual Base Salary under the Agreement.

(h) Executive agrees that in the event his employment under this Agreement is terminated, Executive shall resign as a director of HNC, or any affiliate or subsidiary thereof, if he is then serving as a director of any such entities.

4. Employment Period Compensation.

(a) Annual Base Salary. For services performed by Executive under this Agreement, HMS shall pay Executive an Annual Base Salary in the aggregate during the Employment Period at the rate of $235,000 per year, payable at the same times as salaries are payable to other executives of HNC. HMS may, from time to time, increase Executive’s Annual Base Salary, and any and all such increases shall be deemed to constitute amendments to this Section 4(a) to reflect the increased amounts, effective as of the date established for such increases by the Board of Directors of HNC or any committee of such Board in the resolutions authorizing such increases.

(b) Incentive Plans. Executive shall be entitled to participate in an Annual and a Long Term Incentive Plan to be developed by HMS which will provide incentives based on specific goals and objectives as developed by HMS.

(c) Vacations. During the term of this Agreement, Executive shall be entitled to one (1) week paid vacation in year 2004 and thereafter , four (4) weeks annual vacation in accordance with the policies as established from time to time by the Board of Directors of HNC. However, Executive shall not be entitled to receive any additional compensation from HMS for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of HNC.

(d)   Employee Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate in and receive the benefits of any Employee Benefit Plan currently in effect at HMS at the level of comparable HMS executives, until such time that the Board of Directors of HNC authorizes a change in such benefits. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 4(a) hereof.

(e) Business Expenses. During the term of this Agreement, Executive shall be entitled to receive a six hundred dollars ($600) per month car allowance andprompt reimbursement for all reasonable expenses incurred by him, which are properly accounted for, in accordance with the policies and procedures established by the Board of Directors of HNC for its executive officers.

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5. Termination of Employment Following Change in Control.

(a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

(i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) or 3(d) of this Agreement);

(ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such title, responsibilities or authority may be increased from time to time during the term of this Agreement;

(iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;

(iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control;

(v) any reduction in Executive’s Annual Base Salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;

(vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of HMS’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; or

(vii) any requirement that Executive travel in performance of his duties on behalf of HNC or any of its subsidiaries or affiliates for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred.

then, at the option of Executive, exercisable by Executive within one hundred twenty (120) days of the occurrence of any of the foregoing events, Executive may resign from employment with HMS (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination") to HMS and the provisions of Section 6 of this Agreement shall apply.

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(b) As used in this Agreement, “Change in Control" shall mean the occurrence of any of the following:

(i) (A) a merger, consolidation or division involving HNC only (not the Bank), (B) a sale, exchange, transfer or other disposition of substantially all of the assets of HNC only (not the Bank), or (c) a purchase by HNC only (not the Bank) of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Board of Directors of HNC only (not the Bank) who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity’s parent corporation, if any, are former members of the Board of Directors of HNC only (not the Bank); or

(ii) any other change in control of HNC only (not the Bank) similar in effect to any of the foregoing.

6. Rights in Event of Termination of Employment Following Change in Control.

(a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below:

If, at the time of termination of Executive’s employment, a “Change in Control" (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a mutual release HMS shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it w ould have cost HMS to provide the benefits to Executive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible

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 pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

(b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

7. Rights in Event of Termination of Employment Absent Change in Control.

(a) In the event that Executive’s employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred prior to the date of such termination, upon execution of a mutual release, HMS shall pay Executive an amount equal to and no greater than 1.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3, and shall be payable in twelve (12) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payment described her ein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

(b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

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(c) The amounts payable pursuant to this Section 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination of Executive’s employment by HMS in the absence of a Change in Control.

8. Covenant Not to Compete

(a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of HNC and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Executive shall not:

(i) be engaged, directly or indirectly, either for his own account or as agent consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank and financial holding company) or financial services industry, or (2) any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive’s employment, a branch, office or other facility of HNC or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the “Non-Competition Area")or

(ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the banking (including bank and financial holding company) or financial services industry, or (2) any other activity in which HNC or any of its subsidiaries are engaged during the Employment Period, in the Non-Competition Area; or

(iii) directly or indirectly contact, solicit or induce any person, corporation or other entity who or which is a customer or referral source of HNC or any of its subsidiaries or affiliates, during the term of Executive’s employment or on the date of termination of Executive’s employment to become a customer or referral source of any person or entity other then HNC or one of its subsidiaries or affiliates; or

(iv) directly or indirectly solicit, induce or encourage any employee of HNC or any of its subsidiaries or affiliates, who is employed during the term of Executive’s employment or on the date of termination of Executives employment, to leave the employ of HNC or any of its subsidiaries or affiliates, or to seek, obtain or accept employment with any person or entity other than HNC or any of their subsidiaries or affiliates.

(b) It is expressly understood and agreed that, although Executive and HNC consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for HNC and its subsidiaries their good will and other proprietary

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  rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

(c) The provisions of this Section 8 shall be applicable commencing on the date of this Agreement and ending on one of the following dates, as applicable:

(i) if Executive’s employment terminates in accordance with the provisions of Section 3 (other than Section 3(b) relating to termination for Cause), the first anniversary date of the effective date of termination of employment; or

(ii) if Executive’s employment terminates in accordance with the provisions of Section 3(b) of this Agreement (relating to termination for Cause) or the Executive voluntarily terminates his employment other than in accordance with the provisions of Section 5 hereof, the first anniversary date of the effective date of termination of employment; or

(iii) if the Executive’s employment terminates in accordance with the provisions of Section 5 hereof, the first anniversary date of the effective date of termination of employment; or

(iv) if the Executive’s employment is involuntarily terminated in accordance with the provisions of Section 7 hereof, the first anniversary date of the effective date of termination of employment.

9. Unauthorized Disclosure. During the term of his employment hereunder, or at any later time, the Executive shall not, without the written consent of the Board of Directors of HNC or a person authorized thereby, knowingly disclose to any person, other than an employee of the HNC or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of HNC, any material confidential information obtained by him while in the employ of HMS with respect to any of HNC’s services, products, improvements, formulas, designs or styles, processes, customers, methods of business or any business practices the disclosure of which could be or will be damaging to HNC; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive or any person with the assistance, consent or direction of the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business of a business similar to that conducted by HNC or any information that must be disclosed as required by law.

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10. Work Made for Hire. Any work performed by the Executive under this Agreement should be considered a “Work Made for Hire" as that phrase is defined by the U.S. patent laws and its subsidiaries and affiliates. In the event it should be established that such work does not qualify as a Work Made for Hire, the Executive agrees to and does hereby assign to HNC and its affiliates and subsidiaries, all of his rights, title, and/or interest in such work product, including, but not limited to, all copyrights, patents, trademarks, and property rights.

11. Return of Company Property and Documents. The Executive agrees that, at the time of termination of his employment, regardless of the reason for termination, he will deliver to HNC and its subsidiaries and affiliates, any and all company property, including, but not limited to, automobiles, keys, security codes or passes, mobile telephones, pagers, computers, devices, confidential information, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, software programs, equipment, other documents or property, or reproductions of any of the aforementioned items developed or obtained by the Executive during the course of his employment.

12. Liability Insurance.HNC shall use its best efforts to obtain insurance coverage for the Executive under an insurance policy covering officers and directors of HNC against lawsuits, arbitrations or other legal or regulatory proceedings; however nothing herein shall be construed to require HNC to obtain such insurance, if the Board of Directors of HNC determine that such coverage cannot be obtained at a reasonable price.

13. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive’s residence, in the case of notices to Executive, and to the principal executive offices of HNC, in the case of notices to HNC.

14. Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and an executive officer specifically designated by the Board of Directors of HNC. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

15. Assignment. This Agreement shall not be assignable by any party, except by HNC to any successor in interest to their respective businesses.

16. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement.

17. Successors; Binding Agreement.

(a) HNC will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or

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assets of HNC to expressly assume and agree to perform this Agreement in the same manner and to the same extent that HNC would be required to perform it if no such succession had taken place. Failure by HNC to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement and the provisions of Section 3 of this Agreement shall apply. As used in this Agreement, “HNC" shall mean Harleysville National Corporation, as defined previously and any successor to its respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate.

18. Arbitration. HNC and Executive recognize that in the event a dispute should arise

between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement (except for any enforcement sought with respect to Sections 8, 9, 10 or 11, which may be litigated in court through an action for an injunction or other relief) are to be submitted for resolution, in Montgomery County, Pennsylvania, to the American Arbitration Association (the “Association") in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules then in effect (“Rules"). HNC or Executive may initiate an arbitration p roceeding at any time by giving notice to the other in accordance with the Rules. HNC and Executive may, as a matter or right, mutually agree on the appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, HNC and Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein or any enforcement sought with respect to Sections 8, 9, 10 or 11, which may be litigated through an action for injunction or other relief.

19. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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20.Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

21. Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ATTEST:    HARLEYSVILLE MANAGEMENT

 SERVICES, LLC

__/s/ Jo Ann M. Bynon____ By _/s/ Walter E. Daller, Jr._____________

Jo Ann M. Bynon     Walter E. Daller, Jr.

WITNESS:     EXECUTIVE

__/s/ Michael B. High____ By_/s/ John Eisele______________________

Michael B. High     John Eisele

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EX-99.3 EISELE SERP

SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT

THIS SUPPLEMENTAL EXECUTIVE BENEFIT AGREEMENT (the "Agreement") dated as of September, 27, 2004, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (herein called the "Company"), a corporat ion having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and JOHN EISELE(herein called the "Employee"), an individual residing at 317 Rock Ridge Court, Franklin Lakes, NJ. 07417.

W I T N E S S E T H:

WHEREAS, John Eisele is employed by the Company as its Executive Vice President and President of Millennium Wealth Management and Private Banking and as such is making a significant contribution to the Company's effective operations and profitability; and

WHEREAS, the Company desires to retain the Employee's services and to provide a financial incentive for the Employee to continue employment and to continue making significant contributions to the success of the Company;

WHEREAS, the Company has determined that the entire compensation package for the Employee is reasonable compensation within the meaning of Section 39(c) of the Federal Deposit Insurance Act;

NOW, THEREFORE, for and in consideration of the premises hereof and the mutual promises and agreements contained herein, and intending to be legally bound hereby, the Company and the Employee agree as follows:

1.Continuation of Employment. The Employee shall continue employment with the Company on the same terms and conditions as before this Agreement. This is not a contract of employment and shall not be construed to modify Employee's employment relationship with the Company or provide any other benefits related to employment, except as specifically provided for herein.

2. Benefits. The benefits to be paid as deferred compensation pursuant to this Agreement are as follows:

(a) Retirement From Employment by the Company at or After Age 73. If the Employee retires from employment by the Company on or after his seventy-third (73rd) birthday, in addition to any other retirement benefits to which Employee may be entitled whether from the Company or otherwise, the Company shall pay a monthly supplemental retirement income to the Employee, each monthly payment of which shall equal the Employee’s "Monthly Retirement Benefit" as defined below. Said monthly payments shall comme nce on the first day of the first month after the effective date of the Employee’s said retirement, and shall continue the first day of each month thereafter so long as the Employee shall live. Notwithstanding the foregoing to the contrary, the

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Company is obligated hereunder to make a minimum of one hundred twenty (120) such monthly retirement income payments. If the Employee dies before receiving said minimum number of monthly payments, the remaining payments shall be made to the Employee’s Beneficiary (as defined below).

(b) Death Before Retirement and While Employed by the Company. If Employee dies while employed by the Company and before the Employee retires from employment with the Company at or after age seventy-three (73), in addition to any other death benefits to which Employee or his beneficiaries may be entitled whether from the Company or otherwise, the Company shall pay a monthly supplemental death benefit to the Employee’s Beneficiary (as defined below), each monthly payment of which shall equal the Emp loyee’s "Death Benefit" as defined below. Said monthly payments shall commence on the first day of the month immediately following Employee’s death, and shall continue the first day of each month thereafter until and including the first day of the month in which the Employee would have reached age seventy-three (73). Notwithstanding the foregoing to the contrary, the Company is obligated hereunder to make a minimum of one hundred twenty (120) such monthly death benefit payments.

(c) Definition of Monthly Retirement Benefit. For purposes of this Agreement, the Employee’s "Monthly Retirement Benefit" shall be equal to the Employee’s Accrued Benefit Percent (defined below) times his Average Monthly Compensation (defined below), less the following offsets:

(1) Social Security Offset: One half (1/2) the Employee’s monthly social security retirement income calculated as of the first day of the first month after his retirement from employment with the Company;

(2) Defined Benefit Pension Offset: The Employee’s monthly retirement income from the Company’s defined benefit pension plan; and

(3) 401(k) Offset: The Employee’s projected monthly retirement income derived from the Company’s matching contributions to the Employee’s individual account in the Company’s section 401(k) plan for calendar years 1996 and later, calculated using actuarial assumptions that are consistent with the Company’s defined benefit pension plan calculations (especially with regard to use of an assumed pre-retirement earnings rate to project an account balance at retirement, and an annuity purchase rate to project the Employee’s monthly retirement income from said account balance).

(d) Definition of Monthly Death Benefit. For purposes of this Agreement, the Employee’s "Monthly Death Benefit" shall be equal to:

(1) One Hundred Percent (100%) of the Employee’s Average Monthly Compensation (defined below) for each of the first twelve (12) monthly death benefit payments hereunder; and

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(2) Thirty percent (30%) of the Employee’s Average Monthly Compensation (defined below) for all other monthly death benefit payments hereunder.

(e) Definition of Accrued Benefit Percent: The Employee’s "Accrued Benefit Percent" shall accrue at the rate of 3.0% per year of employment, beginning on the effective date of the Employee’s employment by the Company. Provided, however, that the Employee’s "Accrued Benefit Percent" shall in no event b e greater than thirty percent (30%), and shall be zero percent (0%) until the Employee shall have completed at least five (5) years of employment with the Company.

(f) Definition of Average Monthly Compensation. For purposes of calculating the Employee’s benefits under this Agreement, the Employee’s Average Monthly Compensation shall be an amount equal to one sixtieth (1/60th) of the Employee’s total annual compensation (including salary, overtime, and bonus) from the Company for each of Employee’s last five (5) consecutive full calendar years of employment with the Company immediately preceding:

(1) his retirement at or after age seventy-three (73), in the case of calculating retirement benefits under this Agreement; or

(2) his death, in the case of calculating death benefits under this Agreement; provided however, that if the Employee’s death occurs within five (5) years after the effective date of this Agreement, the actual number of months employed shall be used to calculate the Average Monthly Compensation.

(g) Beneficiary. The beneficiary referred to in this Agreement shall be the Employee's surviving spouse, and if none, then the Employee's surviving issue per stirpes, and if none, then the Employee's estate.

(h) Pre-Retirement-Age Benefit. If the Employee has been employed with the Company for at least five (5) years and his employment is terminated prior to his reaching the age of seventy-three (73), Employee shall receive a Monthly Retirement Benefit as described under Section 2(a), except that the payment of such benefit shall not begin until the first day of the month following the date on which Employee attains age seventy-three (73). If the Employee is eli gible to receive a benefit under any other subsection of Section 5, benefits under this subsection 5(h) shall not be paid.

3. Life Insurance. If the Company decides to purchase insurance on the Employee's life as keyperson life insurance, or for any other business purpose, Employee agrees to cooperate fully in completing the appropriate forms and providing information, including but not limited to medical testing, as may be required to obtain such coverage. Employee's cooperation in securing such coverage shall not be construed as giving Employee, the beneficiary, or any other person rights in or to the policy or policies. Notwithstanding any other provisions of this Agreement to the contrary, if the Company is a named beneficiary of any such aforesaid insurance on Employee’s life, and if the

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issuer of such policy denies payment of death benefits under such policy due to misrepresentation or other act or deed by the Employee, then the Company shall be excused from, and shall not have any liability for, any obligation it otherwise might have under this Agreement to pay the Monthly Death Benefit.

4. Termination of Agreement. This Agreement shall terminate on the date of termination of the Employee’s employment with the Company, if such termination occurs within the first five (5) years of employment with the Company other than by reason of the Employee’s death or under the circumstances described in Section 5 below, the Company shall be excused from, and shall not have liability for, any obligation that it might otherwise have under this Agreement to pay benefits.

5. Termination of Employment Following a Change in Control; Deferred Vested Benefit Payable Upon Attainment of Age 73.

(a) Notwithstanding any provision of this Agreement to the contrary, if, during the twelve (12) month period following a Change in Control (as defined below), the employment of the Employee terminates prior to his attaining age seventy-three (73) for any reason other than death, then the Employee shall be entitled to a deferred vested Monthly Retirement Benefit pursuant to the terms of Section 2(a), except that the first monthly payment shall be made on the first day of the month following the Employee’s seventy-third (73rd) birthday. No benefits shall be payable under this Section 5 prior to the Employee’s attainment of age seventy-three (73). For purposes of the calculation of the Employee’s Monthly Retirement Benefit, only compensation earned while employed by the Company shall be taken into consideration, and the Employee’s Accrued Benefit Percent shall equal thirty percent (30%).

(b) As used in this Agreement, "Change in Control" shall mean the occurrence of any of the following:

(i) (A) a merger, consolidation or division involving Harleysville National Corporation ("HNC") only (not the Bank), (B) a sale, exchange, transfer or other disposition of substantially all of the assets of HNC only (not the Bank), or (C) a purchase by HNC only (not the Bank) of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy percent (70%) or more of the members of the Board of Directors of HNC only (not the Bank) who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity’s parent corporation, if any, are former members of the Board of Directors of HNC only (not the Bank); or

 (ii) any other change in control of HNC only (not the Bank) similar in effect to any of the foregoing.

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(c) If the payments described in this Section 5, when added to all other amounts or benefits provided to or on behalf of the Employee in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), such payments shall be reduced (retroactively if necessary) to the extent necessary to avoid such excise tax imposition. Upon written notice to Employee, together with calculations of the Company’s independent auditors, the Employee shall remit to the Company the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Employee is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then the Company shall be required only to pay to the Employee the amount determined to be deductible under Section 280G.

6. Forfeiture of Benefits. The Company shall have no further obligation or liability hereunder to pay benefits to or for the benefit of the Employee or the Employee's beneficiary if the Employee fails to abide by any provision or perform any obligation of this Agreement.

7. No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company, its shareholders, officers or directors, and the Employee, his beneficiary, or any other person.

8. No Assignment. Neither the Employee nor any beneficiary hereunder has any right to anticipate, transfer, pledge, convey, encumber, or dispose of the right to receive payments under this Agreement, and those payments and the right to them are expressly declared to be nonassignable, nontransferable, and not subject to seizure for the payment of any debt or judgment against the Employee or beneficiary hereunder. None of the benefits under this Agreement are transferable by operation of law if the Employee becomes insolvent or bankrupt. In the event of any attempted assignment or transfer of Employee's (or beneficiary's) rights under this Agreement, the Company will have no further obligation or liability under this Agreement.

9. Incapacity of Payee. If the board of directors of the Company (the "Board") shall find that any person to whom any payment is payable under this Agreement is unable to care for his affairs because of illness, accident, or other mental or physical disability, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to the spouse, a child, parent, brother, or sister of said payee, or applied directly for the payee's benefit, without intervention of a guardian, or to any person deemed by the Board to have incurred expense for the payee hereunder. Any such payment shall be a complete discharge of the Company's obligations under this Agreement.

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10. Board's Powers and Liabilities. The Board shall have full power and authority to interpret and administer this Agreement. The Board's interpretation of any provision or action taken under this Agreement, or the amount or recipient of any payment hereunder, shall be binding and conclusive on all persons for all purposes. No member of the Board shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Agreement u nless attributable to the member's willful misconduct or bad faith.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Employee, his heirs, executors, and personal representatives.

12. Entire Agreement. This Agreement is the complete agreement of the parties hereto, and supersedes all agreements previously made between the parties hereto relating to the subject matter hereof. No modification or amendment of this Agreement will be valid unless in writing and signed by the parties hereto.

13. Notice. Any notice required to be given hereunder shall be in writing and shall be effective when delivered personally, or when sent by certified mail, postage prepaid, addressed as follows. If to the Employee at his last known address; and if to the Company:

Harleysville National Bank and Trust Company

Robert L. Reilly, Senior Vice President/Human Resource Manager

483 Main Street

Harleysville, Pa. 19438

14. Headings. The headings used in this Agreement are for convenience of reference and shall not be construed to be a part of this Agreement.

15. Governing Law. This Agreement was made and entered into in the Commonwealth of Pennsylvania and it shall be construed in accordance with and governed by the laws of Pennsylvania.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. Regulatory Limitations. In the event a payment is due pursuant to this Agreement and the Company is subject to 12 C.F.R. Part 359, the Company shall receive the prior written consent of the Federal Deposit Insurance Corporation prior to being obligated to making any payments or receive an opinion of the counsel that the payment is not subject to Part 359 restrictions. The Company shall, in good faith, request the prior written consent of the Federal Deposit Insurance Corporation in the event it does not receive the opinion of counsel.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf and its seal to be affixed by duly authorized individuals, and the Employee has hereunto set his hand and seal, as of the day and year first above written.

[Corporate Seal] "Company"

ATTEST:     Harleysville Management Services

/s/ Jo Ann M. Bynon___________  By: /s/ Waler E. Daller, Jr.   &n bsp;

Secretary     Walter E. Daller, Jr.

     "Employee"

/s/ John Eisele 

     John Eisele

(Seal)

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