AMENDATORY AGREEMENT

                              AMENDATORY AGREEMENT

     AMENDATORY AGREEMENT dated August 26, 1998, among NATIONAL PENN BANCSHARES,
INC., a Pennsylvania business corporation ("NPB"),  NATIONAL PENN BANK, formerly
named National Bank of Boyertown,  a national banking association ("Bank"),  and
XXXXX X. XXXXXXX ("Executive").

                                   BACKGROUND

     1. NPB, Bank and Executive  entered into a certain  Executive  Supplemental
Benefit  Agreement  dated as of December 27, 1989,  as amended by an  Amendatory
Agreement dated February 24, 1994 (as amended, the "Agreement").

     2. NPB, Bank and Executive desire to amend the Agreement as hereinafter set
forth.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
and each  intending  to be  legally  bound,  NPB,  Bank and  Executive  agree as
follows:

     1. Amendment.  The final paragraph of Section 3 of the Agreement  captioned
"Resignation of Executive" is hereby amended to delete the words "each and every
of the  foregoing  events"  and to insert in lieu  thereof the words "any of the
foregoing events".

     2.  Ratification.  As amended  hereby,  the  Agreement is hereby  ratified,
confirmed and approved.

     3.  Governing  Law.  This  Amendatory  Agreement  shall be  governed by and
construed in accordance  with the domestic  internal law of the  Commonwealth of
Pennsylvania.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Amendatory
Agreement on the date first above written.


                                             NATIONAL PENN BANCSHARES, INC.



                                             By: /s/ Xxxxxxxx X. Xxxx, Xx.
                                                 -------------------------------
                                                 Name: Xxxxxxxx X. Xxxx, Xx.
                                                 Title: Chairman & CEO


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                                             NATIONAL PENN BANK



                                             By: /s/ Xxxxxxxx X. Xxxx, Xx.
                                                 -------------------------------
                                                 Name: Xxxxxxxx X. Xxxx, Xx.
                                                 Title: Chairman

                                                 /s/ Xxxxx X. Xxxxxxx
                                                 -------------------------------
                                                 Xxxxx X. Xxxxxxx

Witness: /s/ Xxxxxx X. Xxxxxxxxxxxx

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