EMPLOYMENT AGREEMENT



                            FOR DONALD P. WORTHINGTON





         THIS AGREEMENT is made this 24th day of September, 2002, by and between

National Penn Bank, a national banking association located at Philadelphia and

Reading Avenues, Boyertown, Pennsylvania 19512 ("Employer") and Donald P.

Worthington, an individual residing at 1126 New Galena Road, Fountainville,

Pennsylvania ("Employee").



         IN CONSIDERATION OF the mutual covenants contained herein and in the

Agreement and Plan of Merger dated as of the date hereof (the "Merger

Agreement") by and among National Penn Bancshares, Inc. ("NPB"), Employer, and

FirstService Bank ("FSB"), Employer and Employee agree, effective as of the

Effective Date (as defined in the Merger Agreement), as follows:



         1.) Except as otherwise provided hereinafter, Employer hereby employs

Employee and undertakes the obligations of FSB pursuant to the Employment

Agreement with Employee and the Supplemental Executive Retirement Plan ("SERP")

for Employee, true and correct copies of which are attached hereto and made part

hereof as Exhibit "A."



         2.) During the term of Employee's employment with Employer, Employer

will employ Employee as President of the FirstService Bank Division of National

Penn Bank (the "FirstService Division"), Executive Vice President of Employer,

and member of the Employer's Management Committee. Employee accepts such

employment, with such powers and duties as may from time to time be determined

by the Board of Directors of Employer, by Employer's





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Chairman or President and Chief Operating Officer, or by the Chairman and CEO of

the FirstService Division.



         3.) Employee's base annual salary on the Effective Date shall not

exceed $175,000.00.



         4.) Employee shall be entitled to participate in NPB's Executive

Incentive Plan (the "Plan") as a Type B Participant, as defined in the Plan. A

copy of the Plan is attached hereto and made a part hereof as Exhibit "B". If,

during Employee's employment with Employer, the Plan is no longer in effect,

Employee shall be entitled to participate in any successor executive bonus plan

covering the officers of NPB or Employer which may be adopted by NPB or

Employer, at a level consistent with his title and responsibilities.



         5.) Employer acknowledges that a "takeover" has occurred and a

"takeover" determination has been made by FSB under the SERP.



         6.) Employer agrees to provide Employee with a "change in control"

benefit providing a 150% lump-sum cash severance payment and prohibiting

re-assignment beyond a thirty-minute commute from Fountainville, Pennsylvania.

The terms and conditions of the "change in control" benefit provided to Employee

pursuant to this Paragraph 6 shall be the same as provided in Employer's

Executive Agreement with Michael R. Reinhard dated July 23, 1997, as amended by

an Amendatory Agreement dated August 26, 1998, copies of which are attached

hereto and made a part hereof as Exhibit "C". Notwithstanding the foregoing,

nothing in the Executive Agreement attached hereto and made a part hereof is

intended to eliminate or restrict the rights of Employee to severance benefits

under the Employment Agreement, as amended and supplemented by this Agreement,

subject to the limitations on parachute payments under Section 280G of the

Internal Revenue Code of 1986, as amended, as set forth in Section 3(b) of the

Executive Agreement





{PAGE}



attached hereto and made a part hereof.



         7.) In the event that the Merger Agreement is terminated in accordance

with its terms without consummation of the Merger contemplated thereby, this

Agreement shall be terminated at the same time and shall be of no further force

and effect.



         8.) If the Employment Agreement referenced in Paragraph 1 of this

Agreement, as amended and supplemented by this Agreement, is not terminated on

or before the anniversary of the Effective Date or any subsequent anniversary of

the Effective Date, then, on such date, the term of this Agreement shall be

automatically extended by adding one year to the term then remaining.

Notwithstanding the foregoing, there shall be no further extensions of the term

of this Employment Agreement, as amended and supplemented by this Agreement,

beginning with the first anniversary of the Effective Date that occurs after

Employee shall have reached age 60 (at which time the term of the Employment

Agreement, as amended and supplemented by this Agreement, and as then extended,

will end when Employee shall have reached age 65).



         9.) Pension Plan; Supplemental Executive Retirement Plan.



             (a) During the term of Employee's employment with Employer,

Employee will be entitled to participate in NPB's defined benefit pension plan,

assuming such plan remains in effect, and if it does not, to participate in any

subsequent plan covering the employees of NPB or Employer which may hereafter be

adopted by NPB or Employer (the "Pension Plan").



             (b) Each payment to be made to Employee or to Employee's

"designated beneficiary" under the SERP shall be reduced, dollar-for-dollar, by

any amount concurrently paid to Employee or to Employee's "designated

beneficiary" pursuant to the Pension Plan or any annuity acquired, or other plan

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