CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT is made as of the 18th day of July, 2000, among QNB CORP.
("Corporation"), a Pennsylvania business corporation having a place of business
at 10 North Third Street, Quakertown, Pennsylvania 18951, THE QUAKERTOWN
NATIONAL BANK ("Bank") a national banking association having a place of business
at 10 North Third Street, Quakertown, Pennsylvania 18951, and ROBERT C. WERNER
("Executive"), an individual residing at 170 Hawthorne Lane, Phoenixville,
Pennsylvania 19460.

                                   WITNESSETH:

     WHEREAS, the Corporation is a registered bank holding company;

     WHEREAS, the Bank is a subsidiary of the Corporation;

     WHEREAS, Corporation and Bank desire to continue to retain Executive to
serve in the capacity of Executive Vice President and Chief Operating Officer of
Bank under the terms and conditions set forth herein;

     WHEREAS, Executive desires to continue to serve the Corporation and Bank in
an executive capacity under the terms and conditions set forth herein.

                                   AGREEMENT:

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

1.   EMPLOYMENT. Executive is employed by Corporation and Bank on an "at will"
     basis and there is no employment agreement between them. This Agreement is
     granted by Corporation and Bank in order to set forth terms and conditions
     between Corporation, Bank and Executive in the event of a Change in Control
     as defined herein.

2.   RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.
     If Executive's employment is terminated by Corporation or Bank other than
     for Cause (as defined below) on or before the three (3) year anniversary of
     the date of a Change in Control (as defined below), then Corporation or
     Bank shall pay to Executive, in lieu of any other severance benefits to
     which Executive may be entitled, an amount equal to the product of (a) the
     average annual aggregate compensation paid by Corporation and Bank to
     Executive and includible in the Executive's gross income for federal income
     tax purposes during the five (5) calendar years preceding the taxable year
     in which the date of the termination occurs, multiplied by (b) 2, such
     payment to be made in a lump sum on or before the fifth day following the
     date of termination and shall be subject to applicable taxes and
     withholdings. However, if the lump sum payment under this paragraph 2, when
     added to all other amounts or benefits provided to or on behalf of the
     Executive in connection with his termination of employment, would result in
     the imposition of an excise tax under Section 4999 of the Internal Revenue


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     Code of 1986, as amended (the "Code"), such payment shall be reduced to the
     extent necessary to avoid such excise tax imposition. Notwithstanding the
     foregoing or any other provision of this Agreement to the contrary, if any
     portion of the amount herein payable to the Executive is determined to be
     non-deductible pursuant to the regulations promulgated under Section 280G
     of the Code, the Corporation shall be required only to pay to Executive the
     amount determined to be deductible under Section 280G. The determination of
     any reduction in the lump sum payment under this paragraph 2 pursuant to
     the foregoing provisions shall be made by Corporation's independent
     auditors.

3.   TERMINATION OF EMPLOYMENT FOR CAUSE. For purposes of this Agreement,
     termination for "Cause" shall mean any of the following:

     (a)  Executive's conviction of or plea of guilty or nolo contendere to a
          felony, a crime of falsehood or a crime involving moral turpitude, or
          the actual incarceration of Executive for a period of twenty (20)
          consecutive days or more;

     (b)  Executive's willful or intentional failure to follow the good faith
          lawful instructions of the Board of Directors of Corporation or Bank
          with respect to its operations, after written notice from Corporation
          or Bank and a failure to cure such violation within twenty (20) days
          of said written notice;

     (c)  Executive's willful or intentional failure to substantially perform
          Executive's duties to Corporation or Bank, other than a failure
          resulting from Executive's incapacity because of physical or mental
          illness, after written notice from Corporation or Bank and a failure
          to cure such violation within twenty (20) days of said written notice;

     (d)  dishonesty or negligence by the Executive in the performance of his
          duties;

     (e)  Executive's violation of any law, rule or regulation governing banks
          or bank officers or any final cease and desist order issued by a bank
          regulatory authority;

     (f)  conduct on the part of the Executive as determined by an affirmative
          vote of seventy percent (70%) of the disinterested members of the
          Board of Directors of Corporation and Bank which brings public
          discredit to Corporation or Bank; or

     (g)  Executive's breach of fiduciary duty involving personal profit.

4.   CHANGE IN CONTROL DEFINED. As used in this Agreement, "Change in Control"
     shall mean the occurrence of any of the following:

     (a)  (i) a merger, consolidation or division involving Corporation or Bank,
          (ii) a sale, exchange, transfer or other disposition of substantially
          all of the assets of Corporation or Bank, or (iii) a purchase by
          Corporation or Bank of substantially all of the assets of another
          entity, unless (y) such merger, consolidation, division, sale,
          exchange, transfer, purchase or disposition is approved in advance by
          seventy percent (70%) or more of the members of the Board of Directors
          of Corporation or Bank who are not interested in the transaction and


<PAGE>

          (z) 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 Bank;
          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
          Corporation or Bank or any "person" who on the date hereof is a
          director or officer of Corporation or Bank is or becomes the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of Corporation or Bank
          representing twenty-five (25%) percent or more of the combined voting
          power of Corporation or Bank's then outstanding securities, or

     (c)  during any period of two (2) consecutive years during the term of
          Executive's employment under this Agreement, individuals who at the
          beginning of such period constitute the Board of Directors of
          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; or

     (d)  any other change in control of Corporation and Bank similar in effect
          to any of the foregoing.

5.   DATE OF CHANGE IN CONTROL DEFINED. For purposes of this Agreement, the date
     of Change in 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 twenty-five (25%) or more of the Bank or Corporation's voting
          securities, or

     (b)  the date of the closing of an Agreement, transferring all or
          substantially all of the Bank or Corporation's assets, or

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

     (d)  the date on which individuals who formerly constituted a majority
          of the Board of Directors of the Bank or the Corporation under
          paragraph 4(b) above, cease to be a majority.

6.   NO EMPLOYMENT CONTRACT. This Agreement is not an employment contract.
     Nothing contained herein shall guarantee or assure Executive of continued
     employment by Corporation or Bank. Rather, Corporation's and Bank's
     obligations to Executive hereunder shall arise only if Executive continues
     to be employed by Corporation and Bank in his present or in a higher
     capacity and then only in the event the conditions described herein for
     payment to Executive have been met.


<PAGE>

7.   WAIVER. No provision of this Agreement may be modified, waived or
     discharged unless such waiver, modification or discharge is agreed to in
     writing and signed by Executive and an executive officer specifically
     designated by the Boards of Directors of Corporation and Bank. No waiver by
     either party hereto at any time of any breach by the other party hereto of,
     or compliance with, any condition or provision of this Agreement to be
     performed by such other party shall be deemed a waiver of similar or
     dissimilar provisions or conditions at the same or at any prior or
     subsequent time.

8.   ATTORNEY'S FEES AND COSTS. If any action at law or in equity is necessary
     to enforce or interpret the terms of this Agreement, each party shall bear
     their own attorney's fees, costs, and necessary disbursements.

9.   ENTIRE AGREEMENT. This Agreement supersedes any and all understandings and
     agreements, either oral or in writing, between the parties with respect to
     any severance that may become due as a result of or in connection with a
     Change in Control. This Agreement contains all the covenants and agreements
     between the parties with respect to any severance that may become due as a
     result of or in connection with a Change in Control.

10.  SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon and
     inure to the benefit of Corporation, Bank and Executive, and their
     respective successors, assigns, heirs and personal representatives.

11.  ARBITRATION. Corporation, Bank and Executive recognize that in the event a
     dispute should arise between them concerning the interpretation or
     implementation of this Agreement, lengthy and expensive litigation will not
     afford a practical resolution of the issues within a reasonable period of
     time. Consequently, each party agrees that all disputes, disagreements and
     questions of interpretation concerning this Agreement are to be submitted
     for resolution, in Philadelphia, Pennsylvania, to the American Arbitration
     Association (the "Association") in accordance with the Association's
     National Rules for the Resolution of Employment Disputes or other
     applicable rules then in effect ("Rules"). Corporation, Bank or Executive
     may initiate an arbitration proceeding at any time by giving notice to the
     other in accordance with the Rules. Corporation and Bank and Executive may,
     as a matter of right, mutually agree on the appointment of a particular
     arbitrator from the Association's pool. The arbitrator shall not be bound
     by the rules of evidence and procedure of the courts of the Commonwealth of
     Pennsylvania but shall be bound by the substantive law applicable to this
     Agreement. The decision of the arbitrator, absent fraud, duress,
     incompetence or gross and obvious error of fact, shall be final and binding
     upon the parties and shall be enforceable in courts of proper jurisdiction.
     Following written notice of a request for arbitration, Corporation, Bank
     and Executive shall be entitled to an injunction restraining all further
     proceedings in any pending or subsequently filed litigation concerning this
     Agreement, except as otherwise provided herein.

12.  VALIDITY. The invalidity or unenforceability of any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement, which shall remain in full force and effect.

13.  APPLICABLE LAW. This Agreement shall be governed by and construed in
     accordance with the domestic, internal laws of the Commonwealth of
     Pennsylvania, without regard to its conflicts of laws principles.


<PAGE>

14.  HEADINGS. The section headings of this Agreement are for convenience only
     and shall not control or affect the meaning or construction or limit the
     scope or intent of any of the provisions of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

ATTEST:                                     QNB CORP.


/s/ Charles M. Meredith, III                By /s/ Thomas J. Bisko
--------------------------------------        ----------------------------------
Charles M. Meredith, III, Secretary                Thomas J. Bisko, President


                                            THE QUAKERTOWN NATIONAL BANK


/s/ Charles M. Meredith, III                By /s/ Thomas J. Bisko
--------------------------------------        ----------------------------------
Charles M. Meredith, III, Secretary                Thomas J. Bisko, President


WITNESS:


/s/ Ann B. Gaspar                             /s/  Robert C. Werner
--------------------------------------        ----------------------------------
Ann B. Gaspar                                      Robert C. Werner, Executive