CONSULTING AGREEMENT

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         THIS CONSULTING AGREEMENT ("Agreement") dated as of December 17, 2003,

among NATIONAL PENN BANCSHARES, INC., a Pennsylvania business corporation and

registered bank holding company ("NPBC"); NATIONAL PENN BANK, a national banking

association ("Bank"); and GEORGE C. MASON ("Consultant") (NPB and Bank are

sometimes referred to herein collectively as "National Penn").



                                   BACKGROUND

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         1. Consultant is presently employed by The Peoples Bank of Oxford

("Peoples Bank") as its Chairman of the Board, pursuant to an Employment

Agreement dated as of January 1, 2002 (the "Peoples Employment Agreement").



         2. Peoples Bank is a wholly-owned subsidiary of Peoples First, Inc., a

Pennsylvania business corporation and registered bank holding company

("Peoples").



         3. On December 17, 2003, NPB and Peoples entered into an Agreement (the

"Merger Agreement") providing, among other things, for the merger of Peoples

with and into NPB (the "Merger"), followed immediately by the merger of Peoples

Bank with and into Bank (the "Bank Merger"). The Agreement also provides for

Bank to establish, immediately after the Bank Merger, a new banking division to

be called "The Peoples Bank of Oxford, a division of National Penn Bank" (the

"Peoples Bank Division").



         4. It is the desire of the Boards of Directors of NPB and Bank that

Consultant remain available to consult with National Penn from and after the

effective date of the closing of the Merger (the "Effective Date"), on the terms

and conditions set forth herein, in order that the experience he has gained

throughout his career and the management ability he has demonstrated will

continue to be available to National Penn, including its Peoples Bank Division.

Consultant is willing to become engaged as a consultant for National Penn, on

the terms and conditions set forth herein.



                                    AGREEMENT

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         NOW, THEREFORE, in consideration of the mutual promises contained

herein, and each intending to be legally bound, NPB, Bank and Consultant agree

as follows:



         1. Background. The matters set forth in the "Background" section of

this Agreement are incorporated by reference herein.



         2. Relationship. National Penn hereby retains Consultant, and

Consultant hereby agrees to be retained by National Penn, as a consultant.

Consultant shall be an independent contractor of National Penn for all purposes.

This Agreement is not





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intended to constitute, create or be interpreted as a joint venture, partnership

or formal business organization of any kind.



         3. Services to be Performed by Consultant.

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         (a) Consultant agrees that, during the term of this Agreement,

Consultant shall make himself available to National Penn, at the request of

National Penn from time to time, to provide general consulting and advisory

services relating to National Penn's business.



         (b) Consultant will determine the method, details and means of

performing the above-described services. National Penn shall have no right to,

and shall not, control the manner or determine the method of accomplishing

Consultant's services.



         4. Compensation.

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         (a) NPB agrees to pay Consultant as compensation for the performance of

services hereunder, and in consideration for the termination of the Peoples

Employment Agreement (pursuant to Section 19 below), $_______, payable in twenty

four monthly installments of $_______ on the first day of each month, beginning

on first day of the first month following the Effective Date.



         (b) Except as otherwise required by law, National Penn shall not

withhold any sums from the payments to be made to Consultant for any federal,

state or local tax liabilities or contributions, and all withholdings,

liabilities and contributions with respect to Consultant shall be solely the

responsibility of Consultant.



         (c) Consultant shall provide his own health and other insurances.

Consultant shall not be entitled to participate, and shall not participate, in

any employee benefit or welfare plan providing benefits to National Penn

employees, whether presently in force or hereafter adopted.



         5. Other Conditions.

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         (a) Consultant represents and warrants to National Penn that he

possesses the skill, knowledge, background and experience necessary to perform

the services to be provided hereunder and that no training or instructions are

necessary. National Penn shall not provide any training or any instructions.





         (b) Consultant shall be responsible for all of the costs and expenses

incident to his performance of services for National Penn pursuant to this

Agreement except for business expenses properly incurred on behalf of National

Penn in connection with the performance of services hereunder.

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