AMENDATORY AGREEMENT

         AMENDATORY AGREEMENT dated January 27, 2002, between NATIONAL PENN
BANCSHARES, INC., a Pennsylvania business corporation ("NPB"), NATIONAL PENN
BANK, a national banking association ("Bank"), and PAUL W. McGLOIN
("Executive").

                                   BACKGROUND

         1. NPB, Bank and Executive entered into a certain Executive Agreement
dated June 22, 2001 (the "Agreement").

         2. Executive has been assigned increased duties and responsibilities.
Therefore, 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 reference to "100% of Executive's Base Amount"
contained in Section 3.a of the Agreement is hereby changed to be a reference to
"200% of Executive's Base Amount".

         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/Wayne R. Weidner
                                                -----------------------------
                                                    Name:
                                                    Title:

                                                    NATIONAL PENN BANK


                                             By:/s/Wayne R. Weidner
                                                -----------------------------
                                                    Name:
                                                    Title:


Witness:/s/Anne M. Morris                    /s/Paul W. McGloin
        ----------------------               -----------------------------
                                                      Paul W. McGloin