def14a

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

x		No fee required

o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1)

	1)		Title of each class of securities to which transaction applies:

	2)		Aggregate number of securities to which transaction applies:

	3)		Per unit price or other underlying value of transactions computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)		Proposed maximum aggregate value of transaction:

	5)		Total fee paid:

o		Fee paid previously with preliminary materials

o		Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)		Amount Previously Paid:

	2)		Form Schedule or Registration Statement No.:

	3)		Filing Party:

	4)		Date Filed:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Harleysville National Corporation will be held at 9:30 a.m., prevailing time, on Tuesday, April 8, 2003, at Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401, for the following purposes:


	1. To elect three Class A Directors: Harold A. Herr, Henry M. Pollak, and Stephanie S. Mitchell each for a term of 4 years;

	2. To consider and act upon a shareholder proposal included in the attached proxy statement, if properly presented at the meeting; and

	3. To transact any other business properly brought before the Annual Meeting and at any adjournment or postponement of the meeting.

In accordance with the by-laws of the corporation and action of the Board of Directors, only those shareholders of record at the close of business on February 21, 2003, will be entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

A copy of the corporation’s Annual Report for the fiscal year ended December 31, 2002, accompanies this Notice. Copies of the corporation’s Annual Report for the 2001 fiscal year may be obtained at no cost by contacting the Secretary of the corporation, Harleysville National Corporation, 483 Main Street, P.O. Box 195, Harleysville, Pennsylvania 19438-0195, telephone 215-256-8851.

Shareholders of record at the close of business on February 21, 2003 are entitled to vote. Your vote is important regardless of the number of shares that you own. Please sign, date and return the enclosed proxy card, or follow the instructions provided for voting via the Internet. Giving your proxy does not affect your right to vote in person if you attend the meeting and give written notice to the Secretary of the corporation.


	BY ORDER OF THE BOARD OF DIRECTORS,


	Walter E. Daller, Jr.
	Chairman, President
	and Chief Executive Officer


•	To consider and act upon a shareholder proposal, included in the proxy statement, if properly presented at the meeting.


A:	Shareholders on the record date, which is the close of business on February 21, 2003.


A:	You may vote by completing and returning the enclosed proxy card or by voting in person at the meeting. In addition, you may be able to vote via the Internet, as described below.

You have the right to vote and, if desired, to revoke your proxy at any time before the Annual Meeting:


	•	by giving written notice of revocation to the Secretary of Harleysville National Corporation at 483 Main Street, P.O. Box 195, Harleysville, PA 19438-0195;

	•	by executing a later-dated proxy and giving written notice thereof to the Secretary of the corporation; or

	•	by voting in person after giving written notice to the Secretary of the corporation.

Should you have any questions, please call American Stock Transfer and Trust Company, 800-937-5449.

Voting by Proxy. You may vote by completing and returning the enclosed proxy. Your proxy will be voted in accordance with your instructions. If you do not specify a choice on one of the proposals described in this proxy statement, your proxy will be voted as recommended by the Board of Directors.


	•	Mark your selections

	•	Date and sign your name exactly as it appears on your card

	•	Mail to American Stock Transfer and Trust Company, Shareholder Services, in the return envelope

Voting by Internet. If you are a registered shareholder, you may vote electronically through the Internet by following the instructions included with your proxy card. If your shares are registered in the name of a broker or other nominee, your nominee may be participating in a program provided through ADP Investor Communication Services that allows you to vote via the Internet. If so, the voting form your nominee sends you will provide Internet instructions.

Voting in Person. If you attend the meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot which will be available at the meeting.

The last vote you submit chronologically (by any means) will supersede your prior vote(s). Also, if you vote via the Internet and later decide to attend the annual meeting, you may cancel your previous vote and vote in person at the meeting.


A:	If you sign your proxy card and do not make any selections, you give authority to Gregg J. Wagner, Executive Vice President, Finance, and Vernon L. Hunsberger, Senior Vice President, Accounting, to vote on the proposals and any other matters that may arise at the meeting.


A:	Yes. Only the inspector, American Stock Transfer and Trust Company/ Shareholder Services, and certain employees have access to your card. All comments remain confidential unless you ask that your name be disclosed.


A:	Your shares are probably registered differently or are in more than one account. Sign and return all proxy cards to ensure that all your shares are voted. Please have all of your accounts registered in the same name and address. You may do this by contacting our transfer agent, American Stock Transfer and Trust Company/ Shareholder Services, 800-937-5449.


A:	As of February 21, 2003, 19,018,206 shares of the corporation’s common stock were issued and outstanding. No shares of preferred stock are outstanding. The corporation is currently authorized to issue 75,000,000 shares of common stock, par value $1.00 per share, and 8,000,000 shares of series preferred stock, par value $1.00 per share.


A:	A majority of the outstanding shares, present or represented by proxy, constitutes a quorum. If you vote by proxy card, you will be considered part of the quorum. If you are present or represented by a proxy at the Annual Meeting and you abstain, your abstention will have the same effect as a vote against the proposals.


A:	Shareholder proposals must be submitted in writing by Friday, November 7, 2003, to the Secretary of Harleysville National Corporation at 483 Main Street, P.O. Box 195, Harleysville, PA 19438-0195.

Q: How does a shareholder nominate a director of Harleysville National Corporation?


A:	Submit a written recommendation to the Chairman of the Nominating Committee, c/o Secretary, Harleysville National Corporation, 483 Main Street, P.O. Box 195, Harleysville, PA 19438-0195. The recommendation must include a notarized statement from the nominee indicating willingness to serve, if elected, and principal occupations or employment over the past five years.


A:	American Stock Transfer and Trust Company, the corporation’s transfer agent and registrar, will assist in the distribution of proxy materials and solicitation of votes according to the terms of the corporation’s present contract with the transfer agent.

The corporation is responsible for expenses related to distribution of proxy materials and solicitation of votes and will reimburse American Stock Transfer and Trust Company, stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of the corporation’s common stock.


	•	Harold A. Herr — director since 1987

	•	Henry M. Pollak — director since 1996

	•	Stephanie S. Mitchell — director since 2002

Each nominee has consented to serve a 4-year term and until their successors are qualified and elected.

The by-laws of Harleysville National Corporation provide that the Board of Directors will not have less than 5 members or more than 25 members. The Board of Directors is divided into 4 classes. Each class is elected for a 4-year term. The Board of Directors has authority to fix the number of directors in each class and the authority to change that number at any time. No person may be elected to serve as a director who is not of legal age. No person over 72 may serve as a director. The Board of Directors has fixed the number of Board members at 10 with 3 directors in each of Classes A and B, and 2 directors in each of Classes C and D. Section 11.1 of the by-laws requires that a majority of the remaining members of the Board of Directors select and appoint directors to fill vacancies, even if the number of remaining members is less than a quorum. Each person who is appointed in this manner serves as a director until the expiration of the term of office of the class of directors to which he or she was appointed.

The Board of Directors recommends a vote FOR the election of these Class A Directors.

The following table indicates the name and address of each person or business group who owns more than 5% of the corporation’s total outstanding shares of common stock as of February 21, 2003, as well as the number of shares and the percentage of total outstanding shares beneficially owned by each person or business group.


(1)	The securities “beneficially owned” by an individual are determined according to the definitions of “beneficial ownership” found in the General Rules and Regulations of the Securities and Exchange Commission and may include securities owned by or for the individual’s spouse and minor children and any other relative who resides in the same home, as well as securities that the individual has or shares the right to vote or the authority to make investment decisions or any shares the individual has the right to acquire beneficial ownership of within 60 days after February 21, 2003. Beneficial ownership may be disclaimed under certain circumstances.

(2)	Shares held by The Harleysville National Bank and Trust Company’s Investment Management and Trust Division are held in its fiduciary capacity. The Harleysville National Bank and Trust Company’s Investment Management and Trust Division has sole power to vote or to direct the vote of 903,401 shares and sole power to make investment decisions for 903,401 shares.

The following table indicates the amount and percentage of the corporation’s total outstanding shares of common stock beneficially owned by each named officer, director and nominee for director and by all officers of the corporation and its banking subsidiaries as a group, as of February 21, 2003.


	(2)	Shares that can be acquired through stock options exercised through April 22, 2003.

	(3)	Class B Director whose term expires in 2004. Ownership includes 158 shares held solely by Mr. Bateman’s spouse.

	(4)	Class B Director whose term expires in 2004.

	(5)	Class D Director whose term expires in 2006. Ownership includes 28,563 shares held solely by Mr. Daller’s spouse.

	(6)	Class A Director whose term expires in 2003 and a nominee for Class A Director whose term will expire in 2007.

	(7)	Class D Director whose term expires in 2006.

	(8)	Class A Director whose term expires in 2003 and a nominee for Class A Director whose term will expire in 2007. Ownership includes the following:


	(9)	Class A Director whose term expires in 2003 and a nominee for Class A Director whose term will expire in 2007.


(10)	Class B Director whose term expires in 2004. Ownership includes 518 shares held solely by Mr. Retzlaff’s spouse.

(11)	Class C Director whose term expires in 2005. Ownership includes the following:


(12)	Class C Director whose term expires in 2005.

(13)	Does not include 903,401 shares held by the Investment Management and Trust Division of The Harleysville National Bank and Trust Company in its fiduciary capacity.


(14)	The percent of class assumes the exercise of all outstanding options issued to directors, employee directors, and officers and, therefore, on a pro forma basis, 20,345,044 shares of common stock outstanding.

Former Class D Director, Thomas S. McCready, retired on December 11, 2002. Mr. McCready was also a member of the Compensation Committee until the time of his retirement.

Three Directors will be elected at the Annual Meeting to serve as Class A Directors for a 4-year term expiring in the year 2007.


(1)	Retired December 11, 2002

(2)	Appointed to Audit Committee effective February 13, 2003

(3)	Removed from Nominating Committee effective February 13, 2003

The Audit Committee held 4 meetings during fiscal year 2002. The Audit Committee, chaired by independent director Palmer E. Retzlaff, oversees the accounting and tax functions of the corporation, recommends to the Board the engagement of independent auditors for the year, reviews with management and the auditors the plan and scope of the audit engagement, reviews the annual financial statements of the corporation and any recommended changes or modifications to control procedures and accounting practices and policies, and monitors with management and the auditors the corporation’s system of internal controls and its accounting and reporting practices. All members are non-employee directors.

Administers executive compensation programs, policies and practices. Acts in an advisory role on employee compensation. All members are non-employee directors. Harold A. Herr is the chairperson for this committee.

Acts, with limited powers, on behalf of the Board whenever the Board is not in session. The chairperson is Walter E. Daller, Jr., President and CEO of the corporation.

Oversees the Investment Policy, reviews liquidity and approves the type and maturity of investments. Co-chairpersons for this committee are Vernon L. Hunsberger, Sr. Vice President/Accounting and Harry T. Weierbach, Sr. Vice President/Investments.

Considers and recommends nominees for election as directors and officers. Reviews and evaluates the Board and its members. William M. Yocum, independent director, is the chairperson for this committee.

Ensures the retirement plans are meeting the needs of the employees at a reasonable cost to the corporation. Evaluates the investment performance, recommends plan revisions and reviews the performance of the plan administrators and investment managers. Robert L. Reilly, Sr. Vice President/Human Resources, is chairperson for this committee

Oversees the corporation’s documentation, measurement and monitoring of the major risk components of a banking company. Tracie A. Young, Sr. Vice President/Risk Management is the chairperson for this committee.

Administers policies and procedures for the Investment Management and Trust Division. Reviews financial reporting for the division and reviews exceptions to Trust accounts. Chairperson for this committee is Clay T. Henry, Sr. Vice President/Trust and Financial Services.

The members of the Board of Directors of the corporation also serve as the members of the Board of Directors of The Harleysville National Bank and Trust Company, with the exception of Messrs. Pollak, Wimmer and Ms. Mitchell. During 2002, the corporation held 11 regular monthly board meetings, the annual meeting and the annual reorganization meeting. All of the directors attended at least 75% of the meetings of the Boards of Directors of the corporation and the bank and of the committees of which they were members.

Directors of the corporation do not receive a fee for meetings attended, with the exception of Messrs. Pollak, Wimmer and Ms. Mitchell, who each receive one-half of the annual retainer fee and one-half of the meeting fee paid to Directors of The Harleysville National Bank and Trust Company for each meeting of the corporation attended. These reduced fees are paid to Messrs. Pollak, Wimmer and Ms. Mitchell in recognition of the time and travel necessary to attend the meetings of the corporation. Directors were not compensated for committee meetings of less than 15 minutes in duration or for committee meetings held prior to a board meeting. Historically, the corporation holds fewer meetings than each of its banking subsidiaries. In 2002, Directors of The Harleysville National Bank and Trust Company received $124,118, in the aggregate. This compensation included the following:


	•	$500 for each Board meeting attended,

	•	$375 for each Board committee meeting attended,

	•	an annual retainer of $8,500,

	•	an annual retainer of $1,250 to committee chairpersons, and

	•	a bonus of $2,950.

The corporation maintains deferred compensation plans for its directors. In the past, certain directors elected to defer, with interest, all or part of their compensation for future distribution. Under the terms of the plan, benefits can be paid out to the respective directors over a 10-year period. Should the director die before age 70 or before receiving all of the benefits, the remaining benefit would be paid to his or her beneficiary until age 70 or for ten years, whichever is greater. This plan is an unfunded plan, which is subject to substantial risk of forfeiture, and the director is not deemed vested in the plan, according to the terms of the plan.

The corporation maintains a stock option plan to advance the development, growth and financial condition of the corporation and its subsidiaries; and, to secure, retain and motivate non-employee directors. During 2002, there were 29,400 shares granted under the plan. As of December 31, 2002, a total of

144,861 shares remained available for grant under the plan, reflecting adjustment for a 5% stock dividend paid on September 16, 2002. There were no options exercised under the plan during 2002. On January 2, 2003, each non-employee director was granted 4,200 options; 33,600 were granted, in the aggregate.

Information concerning annual and long-term compensation for services in all capacities to the corporation is shown below, for the fiscal years ending December 31, 2002, 2001, and 2000, for those individuals who served as the corporation’s Chief Executive Officer, and were executive officers (other than the Chief Executive Officer) whose total annual salary and bonus exceeded $100,000 at December 31, 2002.


(1)	Options (shares) granted in 2000 have been adjusted to reflect a 5% stock dividend paid September 16, 2002.

In 1998, the corporation and/or The Harleysville National Bank and Trust Company, and/or Security National Bank, and/or Citizens National Bank entered into employment agreements with certain key executives.

The corporation and The Harleysville National Bank and Trust Company entered into an employment agreement with Walter E. Daller, Jr., Chairman, President and Chief Executive Officer of the corporation and, currently, Chairman of the bank. The agreement is for a term of 5 years. The term renews automatically at the end of the five-year period for an additional three-year term. The employment agreement renews automatically at the end of the three-year extension for additional one-year terms. The corporation and the bank must provide written notice to Mr. Daller of non-renewal prior to the automatic extension dates if they do not want the agreement to automatically renew. The agreement specifies Mr. Daller’s position and duties, compensation and benefits, and indemnification and termination provisions. The agreement also contains a non-competition provision and a confidentiality provision.

Under the terms of his employment agreement, Mr. Daller serves as the Chairman, President and Chief Executive Officer of the corporation and Chairman of The Harleysville National Bank and Trust Company. Mr. Daller was entitled to an annual direct salary of $340,000 for 1998 and $357,000 in 1999. This salary may be increased in subsequent years as the Board of Directors deems appropriate. In addition, the Boards of Directors of the corporation and the bank may pay a periodic bonus to Mr. Daller. Effective January 1, 1999, Mr. Daller was not entitled to receive director’s fees or other compensation for serving on the corporation’s and the bank’s Boards of Directors or committees. Mr. Daller is also entitled to receive employee benefits made available by The Harleysville National Bank and Trust Company to its employees and to the use of an automobile.

If the corporation terminates Mr. Daller’s employment for cause, then his rights under the agreement terminate as of the effective date of his termination. If Mr. Daller terminates his employment for good reason, then he is entitled to an amount equal to the balance of his “Agreed Compensation” for the then remaining employment period or 2.99 times his “Agreed Compensation,” whichever is greater. Mr. Daller’s rights under the agreement terminate automatically upon his disability; except, however, that Mr. Daller will receive an amount equal to and no greater than 70% of his “Agreed Compensation” until the earliest to occur of his return to work, his attainment of age 65 or his death. Mr. Daller’s rights under the agreement terminate upon his death and the corporation and The Harleysville National Bank and Trust Company will pay 2.99 times his annual base salary to his designated beneficiary. If Mr. Daller retires prior to the expiration of the agreement, the corporation and the bank will pay Mr. Daller a lump sum of 1.5 times his “Agreed Compensation.” If Mr. Daller’s employment is terminated as a result of a change in control, then he is entitled to receive a lump sum payment equal to no greater than 2.99 times his “Agreed Compensation.” In addition, Mr. Daller has certain rights to continuation of his life, disability, medical insurance, and other normal health and welfare benefits.


	•	Demetra M. Takes, President and Chief Executive Officer, The Harleysville National Bank and Trust Company

	•	Vernon L. Hunsberger, Senior Vice President/ Accounting, The Harleysville National Bank and Trust Company

	•	Fred C. Reim, Jr., President and Chief Executive Officer, Security National Bank

	•	Thomas D. Oleksa, President and Chief Executive Officer, Citizens National Bank

These employment agreements are similar to Walter E. Daller, Jr.’s agreement, except that the term is for 3 years and renews automatically at the end of the three-year period for additional one-year terms.

There were 11,050 stock options granted to executive officers during the fiscal year ended December 31, 2002.

The following table shows information about all exercises of stock options by the named officers during the last fiscal year as well as the fiscal year-end option values for each named executive officer under the 1993 Stock Incentive Plan and under the 1998 Stock Incentive Plan and held by them at December 31, 2002. The options and information shown in the table have been adjusted to reflect a 5% stock dividend, paid on September 16, 2002.

Aggregated Option/ SAR Exercises in Last Fiscal Year and FY-End Option/ SAR Values


(1)	Market value of underlying securities based on the average of the closing bid and ask prices of the corporation’s common shares as quoted on NASDAQ Online on the last trading day of year 2002, December 31, 2002, minus the exercise price.

(2)	Includes shares granted under the 1993 Stock Incentive Plan and the 1998 Stock Incentive Plan.

The corporation maintains a non-contributory funded pension plan for all full-time employees of its banking subsidiaries over age 21, who have completed 1 year of service. Annual benefits to eligible retired employees at age 65 or, if later, the 5th anniversary of the first day of the plan year in which they began to participate in the plan, are provided according to the following formula:

(ii) .60%, (.56% or .52% for participants whose social security retirement age is 66 or 67, respectively) of average compensation above the covered compensation level of an individual attaining the social security retirement age in the current plan year; and

(B) is the participant’s years of service as of his normal retirement date, but not in excess of 25 years.

Average compensation is the average of the highest 5 consecutive salaries, excluding bonuses, during the last 10 years of employment. Compensation for pension purposes is limited to $200,000 (for calendar years

2001 and 2000 the compensation limit was $170,000; for calendar years 1999, 1998, and 1997 the compensation limit was $160,000; for 1996 and earlier, the compensation limit was $150,000) as required under federal pension law. Total contributions by Harleysville to the pension plan for the years ending December 31, 2002, 2001, and 2000, were $800,000, $467,623, and $0, respectively.

The following table shows the estimated annual retirement benefit payable according to the pension plan to an officer currently age 65 for his lifetime. The table does not reflect any limitations on benefits to participants that may apply under the Internal Revenue Code. Benefits listed in the following table are integrated with Social Security.

Walter E. Daller, Jr., Chairman, President and Chief Executive Officer of Harleysville National Corporation, has 25 years of credited service under the pension plan. Average salary, upon which benefits would be calculated at December 31, 2002, is $172,000.

Demetra M. Takes, President and Chief Executive Officer of The Harleysville National Bank and Trust Company, has 25 years of credited service under the pension plan. Average salary, upon which benefits would be calculated at December 31, 2002, is $172,000.

Fred C. Reim, Jr., President and Chief Executive Officer of Security National Bank, has 9 years of credited service under the pension plan. Average salary, upon which benefits would be calculated at December 31, 2002, is $137,558.

Thomas D. Oleksa, President and Chief Executive Officer of Citizens National Bank, has 12 years of credited service under the pension plan. Average salary, upon which benefits would be calculated at December 31, 2002, is $118,550.

Clay T. Henry, Senior Vice President of The Harleysville National Bank and Trust Company, has 5 years of credited service under the pension plan. Average salary, upon which benefits would be calculated at December 31, 2002, is $133,175.

The corporation maintains a 401(k) plan. It is a tax-exempt profit-sharing plan, qualified under 401(k) of the Internal Revenue Code. All employees are eligible to participate on the first day of the calendar quarter following six months of service, if they are 21 years of age, and they may contribute a maximum up to IRS dollar limit of their salary on a pre-tax basis, with a 50% employer match, up to a maximum of 3% of salary. The funds in the 401(k) plan are managed by an independent investment manager. Distributions are made upon normal retirement at age 65, early retirement at age 55 with a minimum of 15 years of service, or upon disability, death, termination or hardship. A participant may elect distributions in a lump sum, in installments or as an annuity for life.

The Harleysville National Bank and Trust Company maintains a Supplemental Executive Retirement Plan for Walter E. Daller, Jr., Chairman, President and Chief Executive Officer of Harleysville National Corporation. The plan provides for payment to the covered employee of an annual supplemental retirement benefit equal to 70% of his annual base salary upon retirement, thereafter offset by the employer’s share of

social security, defined benefit pension and available employer’s 401(k) matching contribution. There is a lifetime payout in retirement benefits with a minimum payout of 10 years. There is a pre-retirement death benefit, payable for 10 years, of 100% of the annual base salary for the first year, and 70% of the annual base salary for the next 9 years.

The following table shows the estimated annual retirement benefit payable according to the Supplemental Executive Retirement Plan to Walter E. Daller, Jr. under the Plan:

Salary upon which benefits would be calculated at December 31, 2002, under the Supplemental Executive Retirement Plan is $430,000 for Walter E. Daller, Jr., Chairman, President and Chief Executive Officer of Harleysville National Corporation and Chairman of The Harleysville National Bank and Trust Company; credited coverage under the plan is 23 years.

The Harleysville National Bank and Trust Company maintains a Supplemental Executive Retirement Plan for certain officers and key employees of the banking subsidiaries. The plan provides for payment to the covered employee of an annual supplemental retirement benefit equal to 50% of their annual base salary upon retirement, thereafter offset by the employer’s share of social security, defined benefit pension and available employer’s 401(k) matching contribution. There is a lifetime payout in retirement benefits with a minimum payout of 10 years. There is a pre-retirement death benefit, payable for 10 years, of 100% of the annual base salary for the first year, and 50% of the annual base salary for the next 9 years.

The following table shows the estimated annual retirement benefit payable according to the Supplemental Executive Retirement Plan to an employee covered under the Plan:

Salary upon which benefits would be calculated at December 31, 2002, under the Supplemental Executive Retirement Plan is $254,000 for Demetra M. Takes, Vice President of Harleysville National Corporation and President and Chief Executive Officer of The Harleysville National Bank and Trust Company; credited coverage under the plan is 12 years.

Salary upon which benefits would be calculated at December 31, 2002, under the Supplemental Executive Retirement Plan is $153,000 for Fred C. Reim, Jr., President and Chief Executive Officer of Security National Bank; credited coverage under the plan is 9 years.

Salary upon which benefits would be calculated at December 31, 2002, under the Supplemental Executive Retirement Plan is $150,000 for Thomas D. Oleksa, President and Chief Executive Officer of Citizens National Bank; credited coverage under the plan is 11 years.

Clay T. Henry, Senior Vice President of The Harleysville National Bank and Trust Company, may become eligible to participate in the plan following 5 years of service.

The following table provides information about our shares of common stock that may be issued under our existing equity compensation plans as of December 31, 2002.


(1)	Includes shares issued under the corporation’s 1993 and 1998 Stock Incentive Plans and 1998 Independent Director’s Stock Option Plan.

(3)	On December 13, 1996, the Board of Directors authorized the registration of 48,620 shares of common stock for issuance under the HNC Employee Stock Bonus Plan. On December 24, 1996, in celebration of the company reaching $1 billion in total assets, 27,458 shares were issued to full and part-time employees of the corporation’s three banking subsidiaries. Annually, shares under this Plan are awarded to employees in recognition of exemplary service during the calendar year. When awarded, the value of shares is based on the closing price of HNBC common stock as of the close of business on the last business day of the most recently completed calendar quarter. Registered shares and available shares under the Plan reflect adjustment for stock dividends.

The corporation maintains the 1993 Stock Incentive Plan. The plan’s purpose is to advance the development, growth and financial condition of the corporation. The plan provides that shares of our common stock be issued to certain employees of the corporation and banking subsidiaries.

A disinterested committee of the corporation’s Board of Directors administers the plan. Awards can be made in the form of incentive stock options, non-qualified stock options, stock appreciation rights or restricted stock as the disinterested committee deems appropriate. No stock options remain available for grant under the 1993 Stock Incentive Plan. During 2002, 6,478 stock options were granted and 19,099 options were exercised under this plan. There are 112,784 options outstanding under the plan. All shares have been adjusted to reflect a 5% stock dividend paid by the corporation on September 16, 2002.

The corporation maintains the 1998 Stock Incentive Plan. The plan’s purpose is to advance the development, growth and financial condition of the corporation. The plan provides that shares of our common stock be issued to certain employees of the corporation and banking subsidiaries.

A disinterested committee of the corporation’s Board of Directors administers the plan. Awards can be made in the form of incentive stock options, non-qualified stock options, stock appreciation rights or restricted stock as the disinterested committee deems appropriate. 224,825 stock options remain available for grant under the 1998 Stock Incentive Plan. During 2002, 4,572 stock options were granted and 70,771 options were exercised under this plan. All shares have been adjusted to reflect a 5% stock dividend paid by the corporation on September 16, 2002.

The corporation maintains the Harleysville National Corporation Stock Bonus Plan to recognize employees who have:


	•	a strong interest in the successful operation of the business;

	•	loyalty to the corporation and banking subsidiaries; and

	•	visible evidence of increased efficiency.

The Stock Bonus Plan is administered by the Compensation Committee of the corporation. The committee annually determines, in its sole discretion, the amount of shares the corporation awards.

The corporation awarded 295 shares on April 1, 2002, to certain employees for exemplary service throughout 2001. As of December 31, 2002, a total of 16,719 shares remained available for awards under the plan. The shares authorized and awarded under this plan have been adjusted to reflect a 5% stock dividend paid by the corporation on September 16, 2002.

The Board of Directors of the corporation is responsible for governance of the corporation and its banking subsidiaries. In fulfilling its fiduciary duties, the Board of Directors acts in the best interests of our shareholders, customers and the communities served by the corporation and its banking subsidiaries. To accomplish the strategic goals and objectives of the corporation, the Board of Directors employs competent persons who undertake to accomplish these objectives with integrity and in a cost-effective manner. The compensation of these individuals is part of the Board of Directors’ fulfillment of its duties to accomplish the corporation’s strategic mission. The wholly-owned banking subsidiaries of the corporation provide compensation to the respective employees of the corporation and its banking subsidiaries.

The basic philosophy of the corporation’s compensation program is to offer competitive compensation opportunities for all employees based on the individual’s contribution and personal performance. The

compensation committee, comprised of 3 outside directors whose names appear at the end of this report, administers the compensation program. The objectives of the committee are to establish:


	•	a fair compensation policy to govern executive officers’ base salaries, and

	•	incentive plans to attract and motivate competent, dedicated and ambitious managers whose efforts will enhance the products and services of the corporation.


	•	improved profitability;

	•	increased dividends to our shareholders; and

	•	subsequent appreciation in the market value of shares of the corporation’s common stock.

Annually, the Board of Directors reviews and approves the compensation of the corporation’s and its banking subsidiaries’ top executives. The top executives, whose compensation is determined by the committee, include the chief executive officer, the president, executive vice presidents and all senior vice presidents. As a guideline for review in determining appropriate compensation, the committee considers:


	•	various resource materials, and

	•	the corporation’s earnings and overall performance relative to various peer groups both in the short term and long term.

This peer group of banks with assets over $1 billion is different than the peer group used for the Shareholder Return Performance Graph. The principal resources used for peer group comparisons are:


	•	2002 edition of the annual SNL Executive Compensation Review of Commercial Banks, and

	•	2002 edition of the L. R. Webber Associates Salary/ Benefits Survey of the Pennsylvania Financial Services Industry.

The peer group on the “Shareholder Return Performance Graph” includes bank holding companies and banks listed on NASDAQ that may not be located in Pennsylvania.

The compensation committee does not deem Section 162(m) of the Internal Revenue Code to be applicable to the corporation at this time. The compensation committee intends to monitor the future application of Section 162(m) of the Internal Revenue Code to the compensation paid to its executives, officers and, in the event that this section becomes applicable, the compensation committee intends to amend the corporation’s compensation plans to preserve the deductibility of compensation payable under the plans.

The Board of Directors has determined that the compensation of the chief executive officer, as increased by 3.49% over 2002 compensation of $430,000, is appropriate in light of the following 2002 performance accomplishments as of September 30, 2002:


	•	a 15.6% increase in net income

	•	a 16.8% return on equity

	•	a 13.8% increase in assets

	•	a 1.5% return on assets

	•	a 13.0% increase in shareholder dividends

There is, however, no direct correlation between the chief executive officer’s compensation, the chief executive officer’s increase in compensation and any of the above criteria, nor is there any specific weight given by the committee to any of the above individual criteria. The increase in the chief executive officer’s

compensation is based on the committee’s subjective determination after review of all information, including the above, that it deems relevant.

The Board of Directors has established that the compensation of the executive officers of the corporation and its banking subsidiaries will increase by 6.0% over 2002 compensation of $2,282,171 in the aggregate. Compensation increases were determined by the committee based on its subjective analysis of the individual’s contribution to the corporation’s strategic goals and objectives. In determining whether strategic goals have been achieved, the Board of Directors considers, among numerous factors, the corporation’s performance as measured by:


	•	earnings

	•	revenues

	•	return on assets

	•	return on equity

	•	market share

	•	total assets

	•	non-performing loans

Although the performance and increases in compensation were measured in light of these factors, there is no direct correlation between any specific criterion and the employee’s compensation, nor is there any specific weight provided to any such criteria in the committee’s analysis. The determination by the committee is subjective after review of all information, including the above, as it deems relevant.

In addition to base salary, executive officers of the corporation and its banking subsidiaries may participate currently in the following annual and long-term incentive plans:


	•	Pension Plan

	•	401(k) Plan

	•	Non-qualified Supplemental Retirement Benefit Plan

	•	1993 Stock Incentive Plan

	•	1998 Stock Incentive Plan

Total compensation opportunities available to the employees of the corporation and its banking subsidiaries are influenced by:


	•	general labor market conditions

	•	the individual’s specific responsibilities

	•	the individual’s contributions to our success

Individuals are reviewed annually on a calendar year basis. The corporation strives to offer compensation that is competitive with that offered by employers of comparable size in our industry. Through these compensation policies, the corporation strives to meet its strategic goals and objectives to its constituencies and to provide compensation that is fair and meaningful to its employees.


	COMPENSATION COMMITTEE
	Harold A. Herr, Chairman
	Thomas S. McCready (retired as of 12/11/2002)
	William M. Yocum

During 2002, no current or former officer or employee of the corporation or of any of its banking subsidiaries served on the compensation committee. In addition, none of the members of the committee had any relationship with the corporation or any of its subsidiaries that would require disclosure under Item 404 of the Securities and Exchange Commission’s Regulation S-K relating to insider transactions and indebtedness of management.

The audit committee oversees the corporation’s financial reporting process on behalf of the Board of Directors. In that connection, the committee, along with the Board of Directors, has formally adopted an audit committee charter setting forth its responsibilities. In addition, appropriate policies have been established to further strengthen disclosure procedures required under The Sarbanes-Oxley Act of 2002.

Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in the annual report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the corporation’s accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards. In addition, the committee has discussed with the independent auditors the auditors’ independence from management and the corporation including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of non-audit services with the auditors’ independence.

The committee discussed with the corporation’s internal and independent auditors the overall scope and plans for their respective audits. The committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the corporation’s internal controls and the overall quality of the corporation’s financial reporting. The committee held four meetings during fiscal year 2002 in addition to reviewing the quarterly results with the financial auditors prior to press release.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2002, for filing with the Securities and Exchange Commission. The committee and the Board of Directors have also approved the selection of the corporation’s independent auditors for 2003.


	AUDIT COMMITTEE
	Palmer E. Retzlaff, Chairman
	LeeAnn B. Bergey
	Henry M. Pollak

A line graph comparing the yearly change in the cumulative total shareholder return on the corporation’s common stock against the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the NASDAQ Bank Stocks Index for the period of 5 fiscal years commencing January 1, 1998, and ending December 31, 2002, follows. The shareholder return shown on the graph below is not necessarily indicative of future performance.


	A.	The lines represent monthly index levels derived from compounded daily returns that include all dividends.


	B.	The indexes are reweighted daily, using the market capitalization on the previous trading day.


	C.	If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.

There have been no material transactions between any director or executive officer of the corporation or any of their associates and the corporation, nor are any such material transactions proposed. The corporation has had and intends to continue to have banking and financial transactions in the ordinary course of business with directors and executive officers of the corporation and its banking subsidiaries and their associates on comparable terms and with similar interest rates as those prevailing, from time to time, for other customers of its banking subsidiaries. Total loans outstanding from the corporation at December 31, 2002, to the corporation’s executive officers and directors as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $15,279,854, or approximately 7.4% of the total equity capital of the corporation. Loans to such persons were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features. Total interest paid by the banks during 2002 on deposits held by such persons was $209,311.

The rules of the Securities and Exchange Commission require that the corporation disclose late filings of reports of stock ownership (and changes in stock ownership) by its directors and executive officers. To the best of the corporation’s knowledge, the following persons inadvertently missed Form 4 filing deadlines:


	•	Walter R. Bateman, II failed to timely file a report for the purchase of 500 shares during May 2002.

	•	Stephanie S. Mitchell failed to timely file a report for the purchase of 3,175 shares by her company, R. C. Smith Industries, Inc., for September 2002.

Grant Thornton LLP, Certified Public Accountants, of Philadelphia, Pennsylvania, served as Harleysville National Corporation’s independent auditors for the 2002 fiscal year. Grant Thornton LLP assisted the corporation and its subsidiaries with:


	•	preparation of federal and state tax returns, and

	•	assistance in connection with regulatory matters,

charging the banking subsidiaries for such service at its customary hourly billing rates. Aggregate fees billed to Harleysville National Corporation and subsidiaries by the independent accountants for services rendered during the fiscal year ending December 31, 2002, were as follows:

These services were approved by the corporation’s Board of Directors after due consideration of the effect of the performance thereof on the independence of the auditors.

Grant Thornton LLP has advised the corporation that none of its members has any financial interests in Harleysville National Corporation. The Board of Directors of Harleysville National Corporation has appointed Grant Thornton LLP, Certified Public Accountants, as the corporation’s auditors for the fiscal year ending December 31, 2003.

Mr. Steven S. Schneider of North Wales, PA, a shareholder of Harleysville National Corporation, who claims ownership of shares with a market value of at least $2,000 for more than one year, has furnished the following statement in support of his proposal:

Shareholders request that our Board of Directors vote to eliminate all anti-takeover provisions including the company’s classified board from the Harleysville National Corporation (“Harleysville”) Articles of Incorporation and Amended Bylaws, and seek shareholder approval prior to adopting any future anti-takeover provisions.

The present Harleysville Articles of Incorporation and Amended Bylaws contain provisions that serve to deter companies that might otherwise be interested in acquiring Harleysville in a deal that could offer substantial economic benefit to Harleysville shareholders.

Securities Exchange Commission (SEC) filings submitted by Harleysville contain language making it clear that management fully understands the intent and impact of such anti-takeover provisions. The following excerpts are from a Harleysville SEC filing dated February 11, 2000.


	The overall effect of the various provisions described below might be to deter a tender offer or other proposal that a majority of the shareholders may view to be in their best interest. Such an offer might include a substantial premium over the market price of Harleysville’s common stock. In addition, these provisions may have the effect of assisting Harleysville’s current management in retaining its position and placing it in a better position to resist changes that shareholders may want to make if dissatisfied with the conduct of Harleysville’s business.

	These provisions may have the effect of making Harleysville less attractive as a potential takeover candidate by depriving shareholders of the opportunity to initiate special meetings at which a possible business combination might be proposed.

The Investor Responsibility Research Center (IRRC) reported that “The majority of shareholders voting on proposals addressing antitakeover devices such as poison pills and classified boards already support these proposals, and their numbers continue to rise.” (Source: IRRC press release dated June 14, 2002).

Large institutional investors have indicated support for shareholder voting on anti-takeover measures. The extent of such measures in Harleysville’s bylaws may explain the small institutional interest in HNBC shares — 16.2% institutional ownership compared with the regional bank average of 44.3% (Source: Market Guide/ Provestor report dated 8-12-2002).

Anti-takeover provisions serve to transfer economic value from shareholders to management by putting management in a nearly insurmountable negotiating position with any potential acquirer. This allows management to negotiate on their own behalf first (e.g. positions and compensation in the combined company) and on the shareholder’s behalf second.

Recent disclosures of management scandal make it clear that boards of directors need to act more decisively and proactively on behalf of shareholders to deter self-dealing by management. Shareholders request that the Harleysville Board of Directors not wait to act until some event destroys substantial shareholder value.

Steven S. Schneider, an individual shareholder, has requested that our shareholders vote to eliminate our anti-takeover protections. He also asks that the shareholders vote on any future anti-takeover protections. Harleysville’s Board does not believe this is in our shareholders’ best interest.

We, like many other companies, have included provisions in our Articles of Incorporation to protect our shareholders and to maximize shareholder value in the event of a takeover attempt that we view as not being in the best interests of all shareholders. These provisions are not new and have been previously approved by you, the shareholders.

We believe that Harleysville’s strong financial performance over many years speaks for itself and for the commitment of your Board of Directors and management. You have benefited from our Company’s 27 consecutive years of increased earnings and 28 consecutive years of increased dividends. In 2002, our stock price was up 18%. Our long-term shareholders have also benefited from an increase in our stock price that is the result of your Board and management’s efforts. Your Board has long been committed to corporate accountability and does not accept Mr. Schneider’s proposition that anti-takeover protections insulate directors from responsibility. All directors are required to uphold their fiduciary duties to the Company and its shareholders. The Board takes its responsibility to you seriously. We are not aware of any demonstrable link between anti-takeover protections, including a classified board of directors, and a company’s financial performance. The interests of our directors are, therefore, aligned with those of the Company and its shareholders.

We do not believe that Mr. Schneider’s specific request that the Board consider elimination of our classified board is in your best interests.

The Board of Directors believes that a classified board offers important advantages to shareholders, is in the best interests of the Company and its shareholders, and should not be changed.

We believe that a classified board is advantageous and should not be changed because:


	•	it protects shareholders against potentially coercive takeover tactics, whereby a party attempts to acquire control of the Company on terms that do not necessarily offer the greatest value to shareholders;

	•	it helps to ensure that the Board has sufficient time to develop and consider proposals, appropriate strategies and possible alternatives, thereby enhancing its ability to negotiate the best result for all shareholders of the Company;

	•	it encourages potential acquirers to negotiate directly with the Board, which is the best position to maximize shareholder value from any change-in-control transaction or to oppose a transaction, if it is not in the best interests of the shareholders;

	•	it enhances continuity and stability in the Company’s management and policies;

	•	it reduces the possibility of a sudden and disruptive change in the composition of the Board and the potential for sudden changes in strategy, policies and business relationships that may result;

	•	it allows directors to build on their past experience;

	•	it permits directors to develop knowledge of the industry and the perspective necessary for the development of sound long-term strategic planning; and,

	•	it allows the Board to provide informed oversight of the Company’s policies.

As such, the Board believes that a classified structure is integral to increasing the Company’s long-term value to shareholders. In addition, the continuity resulting from a classified board helps the Company to attract and retain qualified individuals willing to commit the time and dedication necessary to understand the Company, its operations and competitive environment.

Our classified board permits shareholders to annually change one-quarter of the directors and thereby substantially change the Board’s composition and character. Corporate accountability depends on the selection of responsible and experienced individuals, not on whether they serve terms of one year or more. The Board understands that it must be responsive to shareholders. The Board has taken steps to assure corporate accountability through such measures as maintaining a majority of non-employee directors and having only non-employee directors on the Audit Committee.

Finally, shareholders should be aware that adoption of this proposal would not eliminate board classification and institute the annual election of directors, but would constitute merely a recommendation by the shareholders that the Board consider enacting such a change. Further action by the Board would be required, and shareholders would be required to vote to amend our Articles of Incorporation at a future meeting, incurring additional time and expense for the company.

For the reasons outlined above, the Board believes that anti-takeover protections, including a classified board of directors, is in the best interests of the Company and our shareholders; and, thus, the Board is opposed to the proposal.

The affirmative vote of the holders of a majority of the common shares present in person or represented by proxy and entitled to vote on the shareholder’s proposal is required to approve the shareholder proposal, which is framed as a “recommendation” to the board. An abstention is treated as being present and entitled to vote on the matter and, therefore, has the effect of a vote against the shareholder proposal. A broker “non-vote” is treated as not being entitled to vote on the matter and, therefore, is not counted for purposes of determining whether the shareholder proposal has been approved.

Your Board of Directors recommends a vote AGAINST the adoption of this shareholder proposal. Proxies solicited by the Board of Directors will be so voted unless shareholders specify otherwise in their proxies.

You may choose to receive future distributions of Harleysville’s material (quarterly reports, proxy statements, annual reports, etc.) via E-MAIL. Registered shareholders may go to website www.InvestPower.com to enroll. You will be asked to enter the company number and your ten digit account number. If your shares are held by a broker, please follow the broker instructions to receive Harleysville’s material electronically or you may go to www.hncbank.com, select Investor Information, then click on “E-Mail Notification” from the list at the top of the page. After appropriately completing and submitting the form, you will be notified each time new information is released and becomes available on this website. You will be able to view the documents by clicking on “Documents/ Filings” and following instructions, as prompted.

We have adopted a new procedure approved by the SEC called “householding.” Under this procedure, multiple shareholders who share the same last name and address and do not participate in electronic delivery will receive only one copy of the proxy materials, unless they notify us that they wish to continue receiving multiple copies. We have undertaken householding to reduce our printing costs and postage fees.

If you wish to continue to receive multiple copies of the proxy materials at the same address, additional copies will be provided to you upon request. You may request multiple copies by notifying us in writing or by telephone at: Harleysville National Corporation, ATTN: Shareholder Services, 483 Main Street, P.O. Box 195, Harleysville, PA 19438-0195 or telephone 800-423-3955. You may opt-out of householding at any time prior to thirty days before the mailing of proxy materials in March of each year by notifying us at the address above.

If you share an address with another shareholder and currently are receiving multiple copies of the proxy materials, you may request householding by notifying us at the above-referenced address or telephone number.

In the opinion of the management of the corporation, there are no proceedings pending to which the corporation is a party or to which its property is subject, which, if determined adversely to the corporation, would be material in relation to the corporation’s undivided profits or financial condition. There are no proceedings pending other than routine litigation incident to the business of the corporation and its banking subsidiaries. In addition, no material proceedings are pending or are known to be threatened or contemplated against the corporation by government authorities.

We enclose a copy of the corporation’s annual report for the fiscal year ended December 31, 2002, with this proxy statement. We furnish the annual report for your information only. We have not incorporated the annual report, or any part of the annual report, in this proxy statement. A representative of Grant Thornton LLP will attend the annual meeting and will have the opportunity to make a statement, if he desires to do so, and will be available to respond to any appropriate questions presented by shareholders.

Any shareholder who, in accordance with and subject to the provisions of the proxy rules of the Securities and Exchange Commission, wishes to submit a proposal for inclusion in the corporation’s proxy statement for the 2004 Annual Meeting of Shareholders, must deliver the proposal in writing to the Secretary of the corporation at the principal executive offices of Harleysville National Corporation at 483 Main Street, P.O. Box 195, Harleysville, Pennsylvania 19438-0195, on or before Friday, November 7, 2003.

Any shareholder may obtain a copy of Harleysville National Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, including the financial statements and the schedules thereto, required to be filed with the Securities and Exchange Commission, without charge, by submitting a written request to the Secretary of the corporation, Harleysville National Corporation, 483 Main Street, P.O. Box 195, Harleysville, Pennsylvania 19438-0195, telephone 215-256-8851. You may also view these documents on our website at www.hncbank.com, select Investor Information, then click on “Documents/ Filings.”

The Board of Directors does not know of any matters to be presented for consideration other than the matters described in the accompanying Notice of Annual Meeting of Shareholders, but, if any matters are properly presented, persons named in the accompanying proxy intend to vote on such matters in accordance with their best judgment.


	By Order of the Board of Directors,


	Walter E. Daller, Jr.
	Chairman, President
	and Chief Executive Officer

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 8, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Gregg J. Wagner, Executive Vice President, Finance and Vernon L. Hunsberger, Senior Vice President and each or any of them, proxies of the undersigned, with full power of substitution, to vote all of the shares of Harleysville National Corporation (the “Corporation”) which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held at Presidential Caterers, 2910 DeKalb Pike, Norristown, PA 19401, on Tuesday, April 8, 2003, at 9:30 a.m., prevailing time, and at any adjournment or postponement thereof, as follows:

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON April 8, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Gregg J. Wagner, Executive Vice President, Finance and Vernon L. Hunsberger, Senior Vice President and each or any of them, proxies of the undersigned, with full power of substitution, to vote all of the shares of Harleysville National Corporation (the “Corporation”) which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held at Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401, on Tuesday, April 8, 2003, at 9:30 a.m., prevailing time, and at any adjournment or postponement thereof, as follows:

(To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below.)


	THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS D DIRECTORS LISTED ABOVE.

TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL INCLUDED IN THE PROXY STATEMENT, IF PROPERLY PRESENTED AT THE MEETING

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

THIS PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.

NOTE: When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. If stock is held jointly, each owner should sign.

TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as possible.

TO VOTE BY INTERNET
Please access the web page at “ and follow the on-screen instructions. Have your control number available when you access the web page.

Harleysville National Corporation
Annual Meeting — 9:30 a.m.
Breakfast — 8:30 a.m.
April 8, 2003

Harleysville National Corporation will conduct its Annual Meeting of Shareholders on Tuesday, April 8, 2003 at 9:30 a.m. at Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401.

Breakfast will be served prior to the Annual Meeting, beginning at 8:30 a.m. The meeting will convene promptly at 9:30 a.m.

If you find that your plans have changed and you will be unable to join us for the annual meeting and breakfast, kindly call Harleysville National Corporation’s Shareholder Services Department at 215-256-8851 ext. 2305 and help us eliminate unnecessary charges. Thank you.

Directions to Presidential Caterers
2910 DeKalb Pike · Norristown, PA 19401
610-275-7300

NOTE TO ALL DRIVERS: There is a traffic island in the middle of the road on Route 202 just in front of Presidential’s driveway so you CANNOT make a left turn off Route 202 into the driveway. You MUST enter the driveway with a right turn.

From King of Prussia — Take Route 202 North through Norristown to East Norriton. After crossing the intersection at Germantown Pike (Route 422), the driveway to Presidential will be on your right.

From Montgomeryville & Lansdale — Take Route 202 South to East Norriton. Turn Right at Township Line Road (CVS Pharmacy on corner). Go one block and turn left at Swede Road. Proceed to Germantown Pike and turn Left. Second light, Route 202 (DeKalb Pike) turn left. Driveway to Presidential will be on your right.

From Philadelphia — Take Schuylkill Expressway to Plymouth Meeting. Exit Route 476 North to Germantown Pike-West Exit. Follow Germantown Pike-West to Route 202 North (DeKalb Pike). Make a Right onto Route 202; driveway to Presidential will be on your right.

From Main Line — Take Blue Route, 476 North, to Germantown Pike-West Exit. Follow Germantown Pike-West to Route 202 North (DeKalb Pike). Make a Right onto Route 202; driveway to Presidential will be on your right.

From Willow Grove — Take PA-Turnpike (Route 276) to Norristown Exit. Follow Germantown Pike-West to Route 202 North (DeKalb Pike). Make a Right onto Route 202; driveway to Presidential will be on your right.

Harleysville National Corporation will conduct its Annual Meeting of Shareholders on Tuesday, April 8, 2003 at 9:30 a.m. at Presidential Caterers, 2910 DeKalb Pike, Norristown, Pennsylvania 19401.

You are cordially invited to join us for breakfast prior to the Annual Meeting, beginning at 8:30 a.m. The meeting will convene promptly at 9:30 a.m.

Would you be kind enough to help us make appropriate arrangements by filling out and returning this self-addressed, stamped response card?


	( ) Yes, I will join you for breakfast and the Annual Meeting at Presidential Caterers, Tuesday, April 8, 2003.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


	ATTN: CORPORATE SECRETARY
	HARLEYSVILLE NATIONAL CORP
	P.O. BOX 195
	HARLEYSVILLE PA 19438-0195


o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)
x		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12


QUESTIONS AND ANSWERS		3
VOTING METHODS		3
PROPOSAL NO. 1 — Election of Class A Directors		5
PRINCIPAL OWNERS		5
BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES		6
INFORMATION CONCERNING DIRECTORS		7
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS		8
COMPENSATION OF DIRECTORS		9
EXECUTIVE COMPENSATION		10
EQUITY COMPENSATION PLAN TABLE		16
REPORT OF THE COMPENSATION COMMITTEE		17
REPORT OF THE AUDIT COMMITTEE		20
SHAREHOLDER RETURN PERFORMANCE GRAPH		21
SECTION 16(a) REPORTING COMPLIANCE		22
INDEPENDENT AUDITORS		22
PROPOSAL NO. 2 – Shareholder Proposal		23
COMPANY RESPONSE TO SHAREHOLDER PROPOSAL		24
ELECTRONIC DISTRIBUTION		26
HOUSEHOLDING		26
ADDITIONAL INFORMATION		27
OTHER MATTERS		27


		Shares			Percent of Outstanding
		Beneficially			Common Stock
Name and Address		Owned(1)			Beneficially Owned

The Harleysville National Bank and Trust Company			903,401	(2)		4.44%
	Investment Management and Trust Division
	483 Main Street
	P.O. Box 195
	Harleysville, Pennsylvania 19438-0195


	Number				Percent of
	Of Shares		Right to		Outstanding
Name	Owned(1)		Acquire(2)		Shares

Walter R. Bateman, II(3)		1,217		—		*
LeeAnn B. Bergey(4)		1,648		22,725		*
Walter E. Daller, Jr.(5)		364,631		132,245		2.44	%
Harold A. Herr(6)		27,400		22,725		*
Thomas C. Leamer(7)		100		—		*
Stephanie S. Mitchell(8)		59,643		—		*
Henry M. Pollak(9)		41,502		22,725		*
Palmer E. Retzlaff(10)		6,713		22,725		*
James A. Wimmer(11)		566,612		5,357		2.81	%
William M. Yocum(12)		76,916		22,725		*
All Officers and Directors as a Group (21 persons)(13)		1,887,440				9.28	%(14)


				Principal Occupation	Director of
				for Past Five Years and	Corporation
Name		Age		Position Held with the Corporation	Since

Current Class A Directors To Serve Until 2003
(nominees For Class A Director To Serve Until 2007)
	Harold A. Herr		55	Partner — Albert S. Herr & Sons, Real Estate Development		1987
	Stephanie S. Mitchell		54	Secretary — R. C. Smith Industries; Secretary/Treasurer — Cole Candy & Tobacco Co., Inc.; Director of Security National Bank		2002
	Henry M. Pollak		71	President — American Machine and Tool, manufacturer of pumps; Director of Security National Bank		1996
Class B Directors To Serve Until 2004
	Palmer E. Retzlaff		71	President — Southwest Grain Company, a grain import and export business; Director, Teleflex, Inc.		1996
	Walter R. Bateman, II		55	President & CEO — Harleysville Mutual Insurance Company		2002
	LeeAnn B. Bergey		49	President — Bergey’s Leasing Associates, a full-service truck leasing and rental company		1999
Class C Directors To Serve Until 2005
	James A. Wimmer		62	Attorney-at-Law — Philip & Wimmer; Director of Citizens National Bank		2000
	William M. Yocum		68	President — W. M. Yocum Machine Company		1984
Class D Directors To Serve Until 2006
	Walter E. Daller, Jr.		63	Chairman of the Board, President and Chief Executive Officer of the corporation; Chairman of Harleysville; Director of Citizens National Bank; and Director of Security National Bank		1977
	Thomas C. Leamer		61	President — Delaware Valley College		2003


									Restricted		Options		LTIP		All Other
Name and Position	Year		Salary		Bonus		Other		Stock		(Shares)(1)		Payouts		Compensation(2)

			($)		($)		($)		($)		(#)		($)		($)
Walter E. Daller, Jr.		2002		430,000		285,000		—		—		10,000		—		763,079
Chairman, President and		2001		410,000		270,000		—		—		—		—		713,258
CEO; Chairman,		2000		391,500		240,000		—		—		110,250		—		144,544
Harleysville National Bank

Demetra M. Takes		2002		254,000		105,000		—		—		—		—		88,726
Vice President;		2001		239,000		95,000		—		—		—		—		82,564
President and CEO,		2000		225,000		90,000		—		—		55,651		—		62,311
Harleysville National Bank

Fred C. Reim, Jr.		2002		153,000		38,250		—		—		—		—		24,701
President and CEO,		2001		145,600		33,500		—		—		—		—		23,163
Security National Bank		2000		140,000		32,000		—		—		51,451		—		4,200

Thomas D. Oleksa		2002		150,000		45,000		—		—		—		—		30,905
President and CEO,		2001		140,000		42,000		—		—		—		—		28,816
Citizens National Bank		2000		120,000		32,400		—		—		51,451		—		11,100

Clay T. Henry		2002		143,100		33,750		—		—		—		—		4,293
Sr. Vice President,		2001		135,000		33,750		—		—		—		—		3,505
Harleysville National Bank		2000		129,800		29,500		—		—		24,150		—		3,894


	Deferred		Supplemental		Harleysville’s
	Compensation		Executive		401(k) Plan
	Plan		Retirement Plan		Contribution

Walter E. Daller, Jr.
2002		6,990		750,089		6,000
2001		6,990		701,018		5,250
2000		6,990		132,454		5,100
Demetra M. Takes
2002		—		82,726		6,000
2001		—		77,314		5,250
2000		—		57,211		5,100
Fred C. Reim, Jr.
2002		—		20,111		4,590
2001		—		18,795		4,368
2000		—		—		4,200
Thomas D. Oleksa
2002		—		26,405		4,500
2001		—		24,678		4,138
2000		—		7,500		3,600
Clay T. Henry
2002		—		—		4,293
2001		—		—		3,505
2000		—		—		3,894


	10 Years		15 Years		20 Years		25 Years		30 Years
Average Annual Earnings	of Service		of Service		of Service		of Service		of Service

$75,000	$	7,008	$	10,513	$	14,017	$	17,521	$	17,521
100,000		10,133		15,200		20,267		25,333		25,333
125,000		13,258		19,888		26,517		33,146		33,146
150,000		16,383		24,575		32,767		40,958		40,958
175,000		19,508		29,263		39,017		48,771		48,771
200,000		22,633		33,950		45,267		56,583		56,583


Base Salary		Year 1		Year 2		Year 3		Year 4		Year 5		Year 6		Year 7		Year 8		Year 9		Year 10

$	100,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000	$	70,000
	125,000		87,500		87,500		87,500		87,500		87,500		87,500		87,500		87,500		87,500		87,500
	150,000		105,000		105,000		105,000		105,000		105,000		105,000		105,000		105,000		105,000		105,000
	175,000		122,500		122,500		122,500		122,500		122,500		122,500		122,500		122,500		122,500		122,500
	200,000		140,000		140,000		140,000		140,000		140,000		140,000		140,000		140,000		140,000		140,000
	225,000		157,500		157,500		157,500		157,500		157,500		157,500		157,500		157,500		157,500		157,500
	250,000		175,000		175,000		175,000		175,000		175,000		175,000		175,000		175,000		175,000		175,000
	275,000		192,500		192,500		192,500		192,500		192,500		192,500		192,500		192,500		192,500		192,500
	300,000		210,000		210,000		210,000		210,000		210,000		210,000		210,000		210,000		210,000		210,000
	325,000		227,500		227,500		227,500		227,500		227,500		227,500		227,500		227,500		227,500		227,500
	350,000		245,000		245,000		245,000		245,000		245,000		245,000		245,000		245,000		245,000		245,000
	375,000		262,500		262,500		262,500		262,500		262,500		262,500		262,500		262,500		262,500		262,500
	400,000		280,000		280,000		280,000		280,000		280,000		280,000		280,000		280,000		280,000		280,000
	425,000		297,500		297,500		297,500		297,500		297,500		297,500		297,500		297,500		297,500		297,500
	450,000		315,000		315,000		315,000		315,000		315,000		315,000		315,000		315,000		315,000		315,000




12/1997		12/1998		12/1999		12/2000		12/2001		12/2002


	100.0		95.2		86.0		95.7		133.9		163.1
	100.0		141.0		261.5		157.4		124.9		86.3
	100.0		99.4		95.5		108.9		118.0		120.6


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