AMENDMENT TO EAST PENN BANK SUPPLEMENTAL EXECUTIVE
                 RETIREMENT PLAN AGREEMENT FOR BRENT L. PETERS
                               DATED MAY 31, 2001

      This Amendment to the East Penn Bank Supplemental Executive Retirement
Plan Agreement for Brent L. Peters dated May 31, 2001 between Brent L. Peters
and East Penn Bank ("the Parties") is made this 21st day of July, 2006.

      WHEREAS, the Parties entered into a Supplemental Retirement Plan Agreement
dated May 31, 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 1.2 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 (35%) percent or more of the
                  combined voting power of the Corporation's or Bank's then
                  outstanding securities; or


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            (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.

      Notwithstanding anything else to the contrary set forth in this Agreement,
if (i) an agreement is executed by the Bank providing for any of the
transactions or events constituting a Change in Control as defined herein, and
the agreement subsequently expires or is terminated without the transaction or
event being consummated, and (ii) Executive's employment did not terminate or a
notice of nonextension was not given during the period after the agreement and
prior to such expiration or termination, for purposes of this Agreement it shall
be as though such agreement was never executed and no Change in Control event
shall be deemed to have occurred as a result of the execution of such agreement.

2.    Section 1.3 shall be amended to read as follows:

      "Disability" means the Executive is unable to 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.    A new Section 2.5 shall be added which provides as follows:

      Notwithstanding any other provision, in the event that Executive is
      determined to be a 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.


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4.    Section 10.1 shall be amended to read in its entirety as follows:

      Excess Parachute or Golden Parachute Payment. In the event that the
      benefits provided under this Agreement, 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.

5.    The following sentence shall be added to Section 11.3:

      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.

6.    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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