AMENDMENT TO EMPLOYMENT AGREEMENT FOR BRENT L. PETERS
                              DATED APRIL 12, 2001

      This Amendment to the Employment Agreement for Brent L. Peters dated April
12, 2001, between Brent L. Peters and East Penn Bank ("the Parties") is made
this 21st day of July, 2006.

      WHEREAS, the Parties entered into an Employment Agreement dated April 12,
2001;

      WHEREAS, the Parties desire to make certain modifications to the Agreement
to ensure its continuing compliance with all applicable provisions of the tax
laws, including Internal Revenue Code Section 409A.

      NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
and intending to be legally bound hereby, the Parties agree, effective the date
hereof, as follows:



1.    Section 4(c) shall be amended to read as follows:

      Notwithstanding the provisions of Section 4(a) of this Agreement, the term
      of this Agreement shall end upon Executive's voluntary termination of
      employment (other than in accordance with Section 6 of this Agreement) for
      Good Reason. The term "Good Reason" shall mean (i) the assignment of
      duties and responsibilities inconsistent with Executive's status as
      President and Chief Executive Officer of Bank, (ii) a reassignment which
      requires Executive to move his principal residence more than twenty (20)
      miles from the Bank's principal executive office immediately prior to this
      Agreement, (iii) any removal of the Executive from office or any adverse
      change in the terms and conditions of the Executive's employment, except
      for any termination of the Executive's employment under the provisions of
      Section 4(b) hereof, (iv) any reduction in the Executive's Annual Base
      Salary as in effect on the date hereof or as the same may be increased
      from time to time, except such reductions that are the result of a
      national financial depression or national or bank emergency when such
      reduction has been implemented by the Board of Directors for Bank's senior
      management, (v) any failure of Bank to provide the Executive with benefits
      at least as favorable as those enjoyed by the Executive during the
      Employment Period under any of the pension, life insurance, medical,
      health and accident disability or other employee plans of Bank, or the
      taking of any action that would materially reduce any of such benefits
      unless such reduction is part of a reduction applicable to all employees
      or limited by severe health reasons which precludes obtaining such
      insurance coverage at commercially reasonable rates, or (vi) a final
      adjudication, by a court of competent jurisdiction or a regulatory body
      governing Bank, that Bank's Board of Directors violated law, rule,
      regulation governing banks or bank officers, or any final cease and desist
      order issued by a bank regulatory authority


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      when Bank's Board of Directors instructed or directed Executive to take
      certain action or engage in certain activity. If such termination occurs
      for Good Reason, then Bank shall pay Executive an amount equal to and no
      greater than 2.99 times the Executive's Agreed Compensation as defined in
      Section 4(e), payable in thirty-six (36) equal monthly installments and
      subject to federal, state, and local tax withholdings. In addition, for a
      period of three (3) years from the date of termination of employment, or
      until Executive secures substantially similar benefits through other
      employment, whichever shall first occur, Executive shall receive a
      continuation of all life, disability, medical insurance and other normal
      health and welfare benefits in effect with respect to Executive during the
      two (2) years prior to his termination of employment, or, if Bank cannot
      provide such benefits because Executive is no longer an employee, a dollar
      amount equal to the cost to Executive of obtaining such benefits (or
      substantially similar benefits). Additionally, if permitted under the
      terms of the plan, Executive shall receive the additional retirement
      benefits to which he would have been entitled had his employment continued
      through the then remaining term of the Agreement. In the event that the
      payments described herein, when added to all other amounts or benefits
      provided to or on behalf of Executive in connection with his termination
      of employment, would result in the imposition of an excess tax under Code
      Section 4999, Bank shall pay to Executive an additional cash payment
      ("Gross-up Payment") in an amount such that the after-tax proceeds of such
      Gross-up Payment (including any income tax or Excise Tax on such Gross-up
      Payment) will be equal to the amount of the Excise Tax.

      At the option of Executive, exercisable by the Executive within ninety
      (90) days after the occurrence of the event constituting "Good Reason,"
      the Executive may resign from employment under this Agreement by a notice
      in writing (the "Notice of Termination") delivered to Bank and the
      provisions of this Section 4(c) shall thereupon apply.

      Notwithstanding any other provision, in the event that Executive is
      determined to be a specified employee ("key employee") as that term is
      defined in Section 409A of the Code, no payment that is determined to be
      deferred compensation subject to Section 409A of the Code shall be made
      until one day following six months from the date of separation of service
      as that term is defined in Section 409A of the Code.

2.    Section 4(d) shall be amended to read as follows:

      Notwithstanding the provisions of Section 4(a) of this Agreement, the term
      of this Agreement shall end upon Executive's Disability and Executive's
      rights under this Agreement shall cease as of the date of such
      termination; provided, however, that Executive shall nevertheless be
      entitled to receive any benefits that may be available under any
      disability plan of Bank, until the earliest of (i) Executive's return to
      employment, (ii) his attainment of age 65, or (iii) his death. In
      addition, Executive shall receive for such period, a continuation of all
      life, disability, medical insurance and other normal health and welfare
      benefits in effect or, if Bank cannot provide such benefits because
      Executive is no longer an employee, a dollar amount equal to the cost to
      Executive of obtaining such benefits (or substantially similar benefits).
      For purposes of this Agreement, the Executive shall have a Disability if,
      the Executive is unable to


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      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than 12 months. The Executive will be deemed disabled if the Social
      Security Administration has determined that he is disabled or if a carrier
      of any group disability insurance policy provided by the Bank or made
      available by the Bank to its employees and covering the Executive
      determines that he is disabled as long as the policy's definition of
      disability complies with the definition of disability under IRC Section
      409A.

3.    Section 6(b) shall be amended to read in its entirety as follows:

            "Change in Control" means any of the following:

            (a)   (A) a merger, consolidation or division involving East Penn
                  Financial Corporation ("Corporation") or Bank, (B) a sale,
                  exchange, transfer or other disposition of substantially all
                  of the assets of the Corporation or Bank, or (C) a purchase by
                  the Corporation or Bank of substantially all of the assets of
                  another entity, unless after such merger, consolidation,
                  division, sale, exchange, transfer, purchase or disposition a
                  majority of the members of the Board of Directors of the legal
                  entity resulting from or existing after any such transaction
                  and of the Board of Directors of such entity's parent
                  corporation, if any, are former members of the Board of
                  Directors of Corporation; or

            (b)   any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934 (the "Exchange Act")),
                  other than the Bank or any "person" who on the date hereof is
                  a director or officer of the Bank is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Bank representing thirty five percent (35%) or more of the
                  combined voting power of the Corporation's or Bank's then
                  outstanding securities; or

            (c)   during any period of one (1) year during the term of
                  Executive's employment under this Agreement, individuals who
                  at the beginning of such period constitute the Board of
                  Directors of the Corporation or Bank cease for any reason to
                  constitute at least a majority thereof, unless the election of
                  each director who was not a director at the beginning of such
                  period has been approved in advance by directors representing
                  at least two-thirds of the directors then in office who were
                  directors at the beginning of the period.


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4.    Section 7 shall be amended to read as follows:

      For purposes of this Agreement, the Date of Change of Control shall mean:

      (a) the first date on which a single person and/or entity, or group of
      affiliated persons and/or entities, acquire the beneficial ownership of
      thirty five percent (35%) or more of the Bank's outstanding securities; or

      (b) the date of the closing of a sale or the date of the transfer or
      exchange of substantially all of the Corporation's or Bank's assets; or

      (c) the date on which a merger, consolidation or division is consummated,
      as applicable; or

      (d) the ending date of a one (1) year period during which individuals who
      formerly constituted a majority of the Board of Directors of the
      Corporation or Bank ceased to be a majority thereof.


5.    Section 8(a) shall be amended to include the following sentences:

            In the event that the payments described herein, when added to all
      other amounts or benefits provided to or on behalf of Executive in
      connection with his termination of employment, would result in the
      imposition of an excess tax under Code Section 4999, Bank shall pay to
      Executive an additional cash payment ("Gross-up Payment") in an amount
      such that the after-tax proceeds of such Gross-up Payment (including any
      income tax or Excise Tax on such Gross-up Payment) will be equal to the
      amount of the Excise Tax.

            Notwithstanding any other provision, in the event that Executive is
      determined to be a specified employee ("key employee") as that term is
      defined in Section 409A of the Code, no payment that is determined to be
      deferred compensation subject to Section 409A of the Code shall be made
      until one day following six months from the date of separation of service
      as that term is defined in Section 409A of the Code.

6.    Section 9(a) shall be amended to read in entirety as follows:

            In the event that Executive's employment is involuntarily terminated
      by Bank without Cause and no Change in Control shall have occurred at the
      date of such termination, Bank shall pay Executive an amount equal to and
      no greater than 2.99 times the Executive's Agreed Compensation as defined
      in subsection (e) of Section 4, payable in thirty-six (36) equal monthly
      installments and subject to federal, state and local tax withholdings. In
      addition, for a period of three (3) years from the date of termination of
      employment, or until Executive secures substantially similar benefits
      through other


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      employment, whichever shall first occur, Executive shall receive a
      continuation of all life, disability, medical insurance and other normal
      health and welfare benefits in effect with respect to Executive during the
      two (2) years prior to his termination of employment, or, if Bank cannot
      provide such benefits because Executive is no longer an employee, a dollar
      amount equal to the cost to Executive of obtaining such benefits (or
      substantially similar benefits). In addition, if permitted pursuant to the
      terms of the plan, Executive shall receive additional retirement benefits
      to which he would have been entitled had his employment continued through
      the then remaining term of the Agreement. In the event that the payments
      described herein, when added to all other amounts or benefits provided to
      or on behalf of Executive in connection with his termination of
      employment, would result in the imposition of an excess tax under Code
      Section 4999, Bank shall pay to Executive an additional cash payment
      ("Gross-up Payment") in an amount such that the after-tax proceeds of such
      Gross-up Payment (including any income tax or Excise Tax on such Gross-up
      Payment) will be equal to the amount of the Excise Tax.

            Notwithstanding any other provision, in the event that Executive is
      determined to be a specified employee ("key employee") as that term is
      defined in Section 409A of the Code, no payment that is determined to be
      deferred compensation subject to Section 409A of the Code shall be made
      until one day following six months from the date of separation of service
      as that term is defined in Section 409A of the Code.

7.    The following sentence shall be added to Section 20:

      This Agreement is intended to be in compliance with any applicable
      provisions of IRC Section 409A and the Treasury Regulations promulgated
      thereunder and shall be interpreted as is minimally required to qualify
      any payment hereunder as not triggering any penalty on the Executive or
      the Bank pursuant to Code Section 409A and the regulations promulgated
      thereunder.


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8.    All provisions of the Agreement not specifically modified by this
Amendment shall remain in force and continue in effect pursuant to their terms
as though this Amendment had never been executed.


      IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby,
have caused this Amendment to be duly executed in their respective names and, in
the case of the Company, by its authorized representative, on the day and year
first above written.

ATTEST:                              EAST PENN BANK

/s/ Krista Hittinger                 By /s/ Forest A. Rohrbach
--------------------                    ----------------------
                                     Forest A. Rohrbach, Chairman of the Board

WITNESS:                             EXECUTIVE


/s/ Krista Hittinger                 /s/ Brent L. Peters
--------------------                 -------------------
                                     Brent L. Peters ("Executive")


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