Exhibit 10.2


    EXHIBIT
      10.2

     

    NATIONAL
      PENN BANCSHARES, INC.

    


    AMENDED
      AND RESTATED

    DIVIDEND
      REINVESTMENT AND STOCK PURCHASE PLAN

    


    


    1. Purpose.
      The
      purpose of the National Penn Bancshares, Inc. ("National Penn") Dividend
      Reinvestment and Stock Purchase Plan (the "Plan") is to provide holders of
      record and beneficial holders of National Penn's common shares (the "Shares")
      the opportunity to reinvest their dividends and other cash contributions in
      Shares.

    


    2. Appointment
      of Administrator.
      National Penn hereby appoints Mellon Bank, N.A. (the "Administrator") as Plan
      administrator, and the Administrator, by assuming its duties hereunder, accepts
      its appointment as Plan administrator and agrees to the terms and conditions
      of
      the Plan, as set forth herein. National Penn may terminate the Administrator's
      appointment at any time and appoint in its place another corporation, bank
      or
      other entity to serve as Plan administrator.

    


    3. Enrollment
      in the Plan.
      Holders
      of record of Shares desiring to participate in the Plan must submit a completed
      Enrollment Form to the Administrator in the form required by the Administrator
      or enroll on-line in the manner permitted by the Administrator. Beneficial
      holders of Shares desiring to participate in the Plan must either become
      shareholders of record by having Shares transferred into their own names or
      arrange with the record holders of such Shares (e.g., a broker or bank nominee)
      to participate in the Plan on their behalf.

    


    4. Commencement
      of Plan Participation.
      An
      applicant's participation in the Plan will begin after the Administrator
      receives the applicant's completed Enrollment Form or on-line enrollment or,
      in
      the case of a beneficial owner, after completion of other arrangements by its
      record holder satisfactory to National Penn and the Administrator.

    


    5. Full
      or Partial Dividend Reinvestment.
      Pursuant to a participant's authorization, National Penn will pay directly
      to
      the Administrator all of the dividends on Shares held of record by the
      participant and on Shares held by the Administrator under the Plan, except
      that
      a participant may elect for dividends on a fixed number of Shares not to be
      paid
      to the Administrator for reinvestment. If a participant elects partial dividend
      reinvestment, any dividends not paid to the Administrator for reinvestment
      will
      be paid directly to such participant.

    


    6. Voluntary
      Cash Contributions.
      A
      participant may make voluntary cash contributions to the Administrator in any
      amount from a minimum of $100 to a maximum of $10,000 per calendar month, for
      investment in his or her Plan account. In addition to payment by check or money
      order, such payments may also be made by an individual automatic deduction,
      or
      automatic monthly deductions, from a participant's bank account, in the manner
      permitted by the Administrator. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Investment
      of Funds.
      As
      agent for Plan participants, the Administrator will, on each investment date,
      apply dividends paid to it, and voluntary cash contributions permitted by
      Section 6, to the purchase of whole and fractional Shares from National Penn
      for
      participants' accounts. Each dividend payment date and the corresponding day
      of
      each month in which a dividend is not payable shall each be an "investment
      date"
      hereunder. 

    


    8. Timeliness
      of Voluntary Cash Contributions.
      To be
      invested on a given investment date, voluntary cash contributions permitted
      by
      Section 6 must be received by the Administrator at least two business days
      before the investment date. Any voluntary cash contributions permitted by
      Section 6 that do not comply with the foregoing two business days requirement
      will be held by the Administrator for investment on the next following
      investment date. No interest will be paid on voluntary cash contributions
      regardless of when they are received.

    


    9. Source
      of Shares.
      Shares
      purchased for Plan accounts may be authorized but unissued Shares or Shares
      held
      by National Penn as treasury stock, as National Penn shall elect.

    


    10. Price
      of Shares Purchased from National Penn.
      The
      price of Shares purchased from National Penn will be equal to the fair market
      value of such Shares on the investment date. The fair market value of a Share
      as
      of any date shall be:

    


    (a)
      the
      closing sale price of a Share on the given date, as reported on the National
      Association of Securities Dealers Automated Quotation ("Nasdaq") National Market
      and published in The
      Wall Street Journal;

    


    (b)
      if no
      closing sale price is reported on the given date, the closing sale price of
      a
      Share on the next preceding day on which the Shares were traded, as reported
      on
      the Nasdaq National Market and published in The
      Wall Street Journal;

    


    (c)
      if
      the Shares are listed on a stock exchange, the closing sale price of a Share
      on
      the given date, as reported in The
      Wall Street Journal;
      or

    


    (d)
      if
      the Shares are listed on a stock exchange, and if no closing sale price of
      a
      Share is reported on the given date, the closing sale price of a Share on the
      next preceding day on which the Shares were traded, as reported in The
      Wall Street Journal;
      or

    


    (e)
      if
      the Shares are not listed on Nasdaq or on a stock exchange, by the Board in
      its
      sole discretion.

    


    If
      an
      investment date falls on a Saturday, Sunday or holiday, fair market value of
      a
      Share will be determined as if the investment date had fallen on the preceding
      Friday or business day, as the case may be.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      11. Open
        Market Purchases; Price of Shares.
        National Penn reserves the right to direct the Administrator from time to
        time
        to purchase Shares under the Plan in the open market, including in privately
        negotiated transactions (collectively, "open market purchases"). Open
        market purchases may begin four business days before the investment date
        and
        shall be completed as soon as practical but in no circumstances later than
        30
        days after such date. The purchase price to participants for Shares acquired
        through open market purchases will be the cost to the Administrator of such
        purchases, except that National Penn shall pay all brokerage commissions.
        Where
        any Shares are acquired in open market purchases, no Shares shall be allocated
        to participants' accounts until the date on which the Administrator has acquired
        sufficient Shares from National Penn and/or through open market purchases
        to
        cover the monthly purchases for all participants in the Plan. In such event,
        the
        purchase price to all participants shall be based on the weighted averages
        of
        the prices of all Shares acquired from National Penn and/or through open
        market
        purchases.

    

    


    12. Shares
      Held by Nominee.
      All
      shares purchased by the Administrator for Plan accounts shall be held in its
      name or in the name of its nominee.

    


    13. Account
      Statements.
      As soon
      as practicable after a transaction is completed for a participant's account,
      the
      Administrator shall send such participant a statement confirming the transaction
      and containing other information about the account, including the total Shares
      held by the Administrator in the account.

    


    14. Stock
      Certificates.
      No
      certificate will be issued to a participant for the Shares held in his or her
      account unless the participant so requests in writing or in a manner otherwise
      satisfactory to the Administrator. Any such request must be submitted to the
      Administrator after the Shares have been purchased. No certificates for
      fractional Shares will be issued.

    


    15. Safekeeping.
      A
      participant may deposit certificates for Shares registered in his or her name
      with the Administrator for safekeeping. A participant who desires to do so
      must
      complete the appropriate box on an Enrollment Form or other documentation
      satisfactory to the Administrator and submit the Form or other documentation
      to
      the Administrator together with the certificates for the Shares.

    


    16. Service
      Fees.
      The
      Administrator may charge service fees to Plan participants for such services,
      and in such amounts, as shall be agreed upon from time to time by National
      Penn
      and the Administrator.

    


    17. Voting
      of Shares.
      The
      Administrator shall forward proxies to participants (excluding persons who
      also
      hold Shares of record or who are participating through arrangements made by
      record holders on their behalf, all of whom will receive proxies through other
      means) for Shares held under the Plan and will vote any Shares that it holds
      for
      such a participant's account in accordance with the participant's instructions.
      If such a participant does not give proxy instructions, such Shares will not
      be
      voted.

    


    18. Transfers
      of Shares.
      At a
      participant's request and upon receipt of written or other instructions and
      documentation satisfactory to the Administrator, the Administrator shall
      transfer to a person designated by a participant all or any portion of the
      Shares credited to the participant's Plan account, as permitted by National
      Penn. In such a transfer, the Administrator shall send the transferee a
      certificate issued by National Penn for the transferred Shares, or shall
      otherwise issue the shares in a manner permitted by National Penn.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19. Sale
      of Shares.
      At a
      participant's request and upon receipt of written or other instructions and
      documentation satisfactory to the Administrator, the Administrator shall sell on
      a participant's behalf all or any portion of the whole number of Shares credited
      to the participant's Plan account. Any such sale may be effected by the
      Administrator in any manner deemed to be reasonable and appropriate by the
      Administrator. At the Administrator's sole option and discretion, the
      Administrator may aggregate Shares to be sold on behalf of various participants,
      sell any such Shares through a broker of its choosing (the Administrator being
      authorized to effect sales of Shares through brokerage services provided by
      the
      Administrator or one of its affiliates) or in a negotiated transaction without
      a
      broker (including a sale to National Penn), and the Administrator may purchase
      any such Shares on behalf of other participants. Any sale to National Penn
      or
      purchase by the Administrator on behalf of Plan accounts shall be made at fair
      market value (as defined in Section 10) on the date of the transaction.
      Following any sale on behalf of a participant, the Administrator shall issue
      to
      the selling participant a check in an amount equal to his or her proportionate
      share of the net proceeds of such sale (after the deduction of brokerage
      commissions and other sale costs, if any, paid or incurred by or payable by
      the
      Administrator).

    


    20. Termination
      of Participation by Participant.
      A
      participant may terminate his or her participation in the Plan at any time
      by
      giving written notice of termination, or other notice of termination as
      permitted by the Administrator. Dividends corresponding to a record date
      occurring after the Administrator receives such notice shall be sent directly
      to
      the former participant.

    


    21. Termination
      of Participation by National Penn.
      National Penn reserves the right to terminate a participant's participation
      in
      the Plan at any time, in its sole discretion. In such case, the Administrator,
      at the direction of National Penn, will give written notice of termination
      to
      the participant.

    


    22. Disposition
      of Shares after Termination of Account.
      Promptly after termination of a participant's account, the Administrator shall,
      as its option, send the participant either a statement indicating the
      participant’s ownership in book-entry form of the whole Shares in such
      participant’s account or a certificate issued by National Penn for such whole
      Shares, in such participant's account, unless the former participant shall
      have
      requested sale or transfer of such Shares by the Administrator pursuant to
      and
      in accordance with the requirements of Sections 18 and 19. In every case of
      termination, the Administrator shall convert the participant's interest in
      fractional Shares to cash by the sale of such interest.

    


    23. Participant's
      Disposition of All Shares.
      If a
      participant disposes of all Shares registered in such participant's name on
      the
      books of National Penn, the Administrator shall continue to reinvest the
      dividends on Shares held in the participant's account unless National Penn
      shall
      direct the Administrator to terminate such participant's account.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24. Notices.
      All
      notices to the Administrator shall be addressed to such address or addresses
      as
      the Administrator shall from time to time furnish for that purpose.

    


    25. Stock
      Splits and Similar Events.
      Any
      Shares distributed by National Penn on account of stock dividends or splits
      on
      Shares held by the Administrator for a participant shall be credited to the
      participant's account. If National Penn makes available to its shareholders
      rights to purchase additional Shares or any other securities, or if any party
      makes a tender offer for Shares, each participant shall receive directly any
      such rights or offer.

    


    26. Limitation
      of Liability.
      Neither
      the Administrator nor National Penn shall be liable hereunder for any act
      performed by it in good faith or for any good faith omission to act, including
      without limitation any claims of liability:

    


    (a)
      arising out of failure to terminate the participant's account upon the
      participant's death or judicially determined incapacity prior to receipt of
      notice in writing of such death or incapacity, or

    


    (b)
      with
      respect to the prices at which Shares are purchased for or sold from a
      participant's account, the times such purchases or sales are made, and the
      parties from whom such Shares are purchased or to whom such Shares are
      sold.

    


    27. Governing
      Law.
      The
      terms and conditions of this Plan shall be governed by the laws of the
      Commonwealth of Pennsylvania and the rules and regulations of the Securities
      and
      Exchange Commission.

    


    28. Amendment
      or Termination of Plan.
      National Penn reserves the right to alter the terms and conditions of this
      Plan
      or to terminate this Plan at any time upon written notice thereof sent to each
      participant.

    


    29. Captions.
      The
      captions included herein are for convenience of reference only and shall not
      affect the interpretation of the provisions hereof.

    


    The
      foregoing Plan was amended and restated by the National Penn Bancshares, Inc.
      on
      December 20, 2006, effective January 1, 2007.