FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Exhibit 10.3

FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of this 20^th day of May, 2008, by and between Harleysville National Corporation (“HNC”) and undersigned director (the “Director”) of Willow Financial Bancorp, Inc. (“WFB”).

WHEREAS, HNC contemplates the consummation of a merger (the “Merger”) pursuant to an Agreement and Plan of Merger dated as of May 20, 2008 by and between HNC and WFB (the “Merger Agreement”); and

WHEREAS, the Director is a well respected business person in the southeastern Pennsylvania business community and acknowledges that his or her position with WFB gives WFB significant presence in that community and is an important factor in WFB’s ability to attract customers; and

WHEREAS, as a condition to HNC’s willingness to enter into the Merger Agreement, HNC wants to protect WFB’s community relationships by requiring that the Director execute this Agreement;

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement and intending to be legally bound hereby, the parties agree as follows:

1.          Term.

This Agreement will commence on the Effective Date of the Merger as defined in the Merger Agreement and end nine months after such date (the “Term”).

2.          Non-Competition.

(a)  For purposes of this Agreement, the term “Competitive Enterprise” means any bank holding company or insured depository institution, including an institution in the organizational stage or in the process of applying for or receiving appropriate regulatory approval, including, without limitation, any federal or state chartered bank, savings bank or savings and loan association.

(b)  During the Term, the Director shall not:

(i)  accept a position as director or employee of any Competitive Enterprise that is located in Chester, Bucks, Montgomery, Delaware, Lehigh, and Philadelphia Counties during the Term.

(ii)  directly or indirectly acquire an ownership interest in a Competitive Enterprise that enables the Director to, directly or indirectly, in a substantial manner, control, direct, influence, affect for impact the

operations, services or business activities of the Competitive Enterprise in Chester, Bucks, Montgomery, Delaware, Lehigh and Philadelphia Counties during the Term, provided, however, that this restriction shall not apply to the direct or indirect beneficial ownership of up to Three Percent (3%) of a class of securities of a Competitive Enterprise, so long as the Director is not a director or officer of such Competitive Enterprise.

3.          Non-Solicitation.

During the Term, the Director shall not:

(a)  Directly or indirectly, for the purpose of selling any product or service that

competes with a product or service offered by WFB or its present subsidiaries or affiliates, solicit, divert, or entice any customer of WFB to transfer such business to a Competitive Enterprise.  Provided, however, that any business activity or business pursuit that is currently undertaken or provided by a director or his or her controlled entities or affiliates as a principal source of such Director’s income shall not be deemed a Competitive Enterprise or a violation of this Agreement.  In addition, this Agreement shall not prohibit a director or his or her controlled entities or affiliates from providing any service or product that he or she or his or her controlled entities or affiliates has provided prior to the date hereof or that may be provided in the future as part of the Director’s or his or her controlled entities’ or affiliates’ historical business pursuits.

(b)  Employ or assist in employing any present employee of WFB or its subsidiaries to perform services for any Competitive Enterprise.

(c)  Directly or indirectly, make any oral or written statement, comments or other communications that impugns or is intended to impugn, disparage or otherwise malign the reputation, ethics, competency, morality or qualifications of WFB or HNC or any of their current or former directors, officers, employees or customers.

4.          Confidentiality.