EX-10.2


    EXHIBIT
      10.2

    


    NATIONAL
      PENN BANCSHARES, INC. PENSION PLAN

    (Amended
      and Restated Effective January 1, 2001)

    Amendment
      No. 6

    


    National
      Penn Bancshares, Inc. (the "Company") adopted the National Penn Bancshares,
      Inc.
      Pension Plan (Amended and Restated Effective January 1, 2001) (the "Plan")
      for
      the benefit of certain of its Employees (as defined in the Plan) and its
      subsidiaries' Employees. The Company subsequently amended the Plan by Amendment
      Nos. 1-5 thereto. The Company hereby amends the Plan as hereinafter set forth
      effective April 1, 2006.

    


    1.
      Subsection 1(ai) is amended to add a sentence at the end thereof to read as
      follows:

    


    "Notwithstanding
      the foregoing, "Social
      Security Covered Compensation"
      shall be
      fixed at the level in effect on March 31, 2006, for each Member whose Severance
      Date occurs on or after that date."

    


    2.
      Subsection 1(l) is amended to add a sentence at the end thereof to read as
      follows:

    


    "Notwithstanding
      the foregoing, "Compensation" for a Plan Year shall be limited to $50,000 with
      respect to determining Average Annual Compensation for purposes of calculations
      under subsection 4(b)(ii) as amended by Amendment No. 6." 

     

    3.
      Subsection 3(a)(ii) is deleted.

     

    4.
      Subsection 4(b)(i)(C) is added to read as follows:

    


    "(C)
       This
      subsection 4(b)(i) shall apply for purposes of calculating the portion of a
      Member's Accrued Benefit for his years of Service credited through March 31,
      2006. This subsection 4(b)(i) shall not apply to Service from and after April
      1,
      2006. Subparagraphs 4(b)(i)(A) and (B) are amended to provide that for purposes
      of subsection 4(b)(i), (1)
      Average
      Annual Compensation is frozen as of December 31, 2006 and (2)
      years
      of Service are frozen as of March 31, 2006. No change in Average Annual
      Compensation after December 31, 2006 and no Service after March 31, 2006 shall
      be considered or credited for purposes of subsection 4(b)(i)."

    


    5.
      Subsection 4(b)(ii) is renumbered as subsection 4(b)(iv) and new subsections
      4(b)(ii) and (iii) are added to read as follows:

    


    "(ii)
      General
      Rule—Service after March 31, 2006.
      The
      Accrued Benefit of a Member who retires under subsection 4(a) with respect
      to
      Service after March 31, 2006, expressed as an annual amount shall be the product
      of 1.0% of his Average Annual Compensation up to and including $50,000
      multiplied by the number of his years of Service credited under subsection
      4(c)
      after March 31, 2006 through and including his Severance Date. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)
      Total
      Accrued Benefit.
      A
      Member's Accrued Benefit shall be the sum of his Accrued Benefit under
      subsections 4(b)(i) and 4(b)(ii)." 

    


    6.
      Subsection 4(c)(i) as initially amended by Amendment No. 5 is further amended
      to
      read as follows:

    


    "(i) For
      the
      Plan Year in which a Member first is credited with an Hour of Service in an
      eligible status with a Participating Company and last is credited with an Hour
      of Service in an eligible status with a Participating Company, the Member shall
      receive credit for one twelfth of a year of Service for each calendar month
      in
      which he is credited with at least one Hour of Service. If the 2006 Plan Year
      is
      the first or last Plan Year, then any months credited in the first quarter
      of
      the Plan Year shall be Service under subsection 4(b)(i) and any months credited
      in the last three quarters of the Plan Year shall be Service under subsection
      4(b)(ii) For each other Plan Year (including a Plan Year in which a Member
      is
      rehired after a Severance Date or in which a Member suffers a Severance Date
      prior to rehire) in which a Member is employed in an eligible status with a
      Participating Company, the Member shall receive credit for one year of Service
      if, but only if, the Member is credited with at least 1,000 Hours of Service
      in
      an eligible status during that Plan Year. If a Member otherwise would be
      credited with one year of Service for the 2006 Plan Year, then 0.25 years of
      Service shall be credited under subsection 4(b)(i) and 0.75 years of Service
      shall be credited under subsection 4(b)(ii)."

    


    7.
      Subsection 4(c)(vii) is added to read as follows.

    


    "(vii)
      Except with respect to Employees who were eligible to participate under
      subsection 3(a)(ii) as heretofore effective, a Member who first performed an
      Hour of Service as an Employee of National Penn Mortgage Co. on or after June
      1,
      1999 shall not receive credit for Service for benefit accrual for any period
      prior to April 1, 2006." 

    


    8.
      Schedule A to the Plan is amended to add Nittany Financial Corp. and
      subsidiaries under the heading "Predecessor Employer", and across from it to
      make the additions under columns (1) and (2) set forth below, except that
      service under column (1) shall be recognized for eligibility and vesting.


     

    
      	 	
              Predecessor
                Employer

            	
              (1)

            	
              (2)

            
	 	
              Nittany
                Financial Corp.

            	
              all
                service

            	
              April
                1, 2006

            
	 	
              and
                subsidiaries

            	 	 


    

     

    
       

      Executed
        this 25th day of January, 2006.

      


      


      
        	
                Attest:

              	
                NATIONAL
                  PENN BANCSHARES, INC.

              
	 	 
	 	 
	
                By:
                  /s/ Sandra L. Spayd

              	
                By:
                  /s/ Wayne R. Weidner

              
	   
                   Corporate Secretary	     
                 Chairman and CEO