AMENDATORY AGREEMENT

                              AMENDATORY AGREEMENT

         AMENDATORY  AGREEMENT  dated February 23, 1994,  between  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 (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.  All references to "one hundred twenty (120) months" and
to "one hundred  twenty (120)  monthly  payments"  contained in Section 2 of the
Agreement  are hereby  changed to be  references  to "one  hundred  eighty (180)
months" and "one hundred eighty (180) monthly payments", respectively.

         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/Xxxx X. Xxxxxxxxx
                                         -----------------------------
                                             Name: Xxxx X. Xxxxxxxxx
                                             Title: Chairman, Compensation
                                                        Committee






                                             NATIONAL PENN BANK


                                      By:/s/Xxxx X. Xxxxxxxxx
                                         -----------------------------
                                             Name: Xxxx X. Xxxxxxxxx
                                             Title: Chairman, Compensation
                                                        Committee



                                         /s/Xxxxxxxx X. Xxxx, Xx.
                                         ----------------------------
                                                  Xxxxxxxx X. Xxxx, Xx.
Witness: /s/Xxxxxx X. Xxxxx
        ----------------------