National Penn Bancshares exhibit 10




EXHIBIT
10.2




NATIONAL
PENN BANCSHARES, INC. PENSION PLAN

(Amended
and Restated Effective January 1, 2001)

Amendment
No. 5




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. 1-4 thereto. The Company hereby amends the Plan as hereinafter set forth
effective as of the execution date hereof except as expressly provided to the
contrary herein.

 

1.
Subsection 1(f) is amended to read as follows:

 

    "(f)
"Average
Annual Compensation" shall
mean the average of a Member's Compensation for the five consecutive Plan Years
in the final ten (or fewer) consecutive Plan Years that the Member both (i) is
credited with at least 1,000 Hours of Service and (ii) is employed in an
eligible status, that yields the highest average. A Plan Year in which a Member
continues employment with a Participating Company but does not meet the Hours of
Service or eligible status requirement shall be disregarded for purposes of the
averaging calculation and determining consecutiveness". 




2.
Subsection 1(h) is amended to read as follows:




"(h)
 Break
in Service" or
One-Year
Break in Service" shall
mean a Plan Year or other specified one-year computation period in which a
Member is credited with 500 Hours of Service or less."




3. The
third sentence from the end of subsection 1(ae) is amended to read as
follows:




"For
purposes of subsection 8(b) governing Service credited for purposes of vesting,
each of the entities listed on Schedule A (and entities included within a
controlled group of corporations or businesses within which any of them was
included or a predecessor to any of them) shall be deemed a "Related Entity" for
the period prior to the date set forth opposite its name on Column of Schedule
A."




4. The
initial paragraph of subsection 3(a) is amended to read as follows:




"Each and
every Employee of a Participating Company who was participating in the Plan on
the day before the date that this Amendment No. 5 is executed shall remain
eligible to participate in the Plan. Each and every other Employee of a
Participating Company shall be eligible for participation in the Plan on the
Entry Date coincident with or next following the date on which such Employee
both has completed one Year of Service for Eligibility and has attained age 20 1⁄2
provided he then is employed by a Participating Company."

 

 







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5.
Subsection 3(a)(iii) is amended to read as follows:




"No
person who is employed by Panasia Bank who was not a participant in the Plan on
June 21, 2001, shall be eligible to participate. 




6. The
last sentence of subsection 3(c) is amended to substitute "five consecutive
One-Year Breaks in Service" for "a Break in Service".




7.
Subsection 4(b)(ii) is amended to read as follows:




"In no
event shall a Member's Accrued Benefit on the execution date of this Amendment
No. 5 be less than it was under the terms of the Plan as effective on the day
before such date." 




8.
Subsection 4(c) is amended to add an introductory sentence to read as
follows:




"A Member
shall receive credit for Service for purposes of benefit accrual as provided in
accordance with this subsection; provided, however, in no event shall a Member's
Service for benefit accrual be less on the date this Amendment No. 5 is executed
than it was under the rules of the Plan as in effect prior to that date."





9.
Subsection 4(c)(i) is 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. 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."




10.
Subsection 4(c)(iii) is deleted effective with respect to the period beginning
on or after the execution date of this Amendment No. 5.




11. The
second sentence of subsection 5(a) is amended to read as follows:




"Retirement
benefits shall start with the first day of the month coincident with or next
following the month in which retirement occurs, subject to earlier commencement
under subsection 5(d)."




12.
Subsection 5(d) is amended to read as follows: 

 

 

 







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"(i)
Termination
Prior to Late Retirement Date.
Notwithstanding the second sentence of subsection 5(a) or any other provision of
the Plan, a Member whose Severance Date occurs prior to the April 1st of the
calendar year following the calendar year in which he has attained age 70-1/2
(the "Required Beginning Date") may elect in accordance with procedures the
Committee adopts and the applicable requirements of the Code to defer
commencement of his Accrued Benefit provided payment begins on or before the
April 1st of the
calendar year following the calendar year in which he attains age 70-1/2. In
such case, the Member's Accrued Benefit shall be adjusted to the Actuarial
Equivalent Amount of his Accrued Benefit at Normal Retirement Date in accordance
with the rules of subsection 7(b). Furthermore, unless the Member makes such an
election or the election period set forth in subsection 5(c) has not expired, in
no event shall the payment of benefits commence later than the sixtieth day
after the last day of the Plan Year in which occurs the latest of (i) the
Member's Normal Retirement Date, (ii) the Member's separation from service with
all Participating Companies and Related Entities or (iii) the tenth anniversary
of the year in which the Member commenced participation in the
Plan.


(ii)
Termination
at or after Late Retirement Date.
Distribution of benefits to a Member who continues employment beyond the
Required Beginning Date must commence on or before the Required Beginning Date,
retroactive to the January 1st of the
year in which that Date occurs. If distribution begins prior to a Member's Late
Retirement Date, the amount of benefit initially shall be determined as of the
last day of the calendar year preceding the calendar year in which benefit
payments commence payable in the form of a straight life annuity and shall be
adjusted annually effective as of each January 1st
thereafter in accordance with subsection 7(b). A Member whose benefit begins to
be paid under this subsection 5(d)(ii) shall elect a form of distribution
effective as of his Late Retirement Date pursuant to subsections 5(a)-(c) in
accordance with Section 7." 

 

13. The first sentence of subsection 7(b) is amended to insert the
words "coincident with or" between the words "month" and "following" in sub
clause (i) thereof.

 




14. The
introductory portion of the first sentence of subsection 8(a) is amended to read
as follows:

 

"Each Member who terminates employment
with all Participating Companies and Related Entities on or after his Early
Retirement Date but prior to his Normal Retirement Date shall be eligible to
receive a pension commencing with the first day of any month coincident with or
next following the month in which his Severance Date occurs in an amount equal
to the amount calculated under Section 4 as of his Severance Date, reduced as
follows:"




15.
Subsection 9(b) is amended to read as follows:




"An Employee shall receive credit for a
year of Service for each Plan Year in which the Employee is credited with at
least 1,000 Hours of Service. If a Member has five consecutive One-Year Breaks
in Service at time when he does not have a nonforfeitable right to any portion
of his Accrued Benefit, then he shall lose credit for his years of Service
credited for purposes of earning nonforfeitable benefits prior to such One-Year
Breaks in Service. Notwithstanding the foregoing, in no event shall any Employee
who has completed at least three years of Service under the Plan as in effect
prior to the execution date of this Amendment No. 5 have his vested benefit
calculated under the Plan as amended by Amendment No. 5 if that results in a
lower vested percentage and in no event shall a Member's years of Service as of
the day before the execution date of this Amendment No. 5 be reduced as a result
of this Amendment No. 5." 

 

 

 







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16.
Subsection 9(d)(iv) is amended to substitute "five consecutive One-Year Breaks
in Service" for "a Break in Service".




17.
Subsection 9(d)(v) is added effective March 28, 2005, to read as
follows:




"
Notwithstanding the foregoing provisions of this subsection 9(d), if the present
lump sum value of the Member's nonforfeitable Accrued Benefit is more than
$1,000 but not more than $5,000, the Member has not attained his Normal
Retirement Date and the Member does not elect to have such distribution paid
directly to an eligible retirement plan that such Member specifies, as provided
for in subsection 9(g), or to receive such distribution directly, then the
Member's Accrued Benefit shall be paid in a direct rollover to an individual
retirement plan that the Committee designates, in accordance with the automatic
rollover requirements of section 401(a)(31)(B) of the Code." 




18. The
heading for column (1) of Schedule A to the Plan is amended to read "Vesting
Service".




19.
Schedule A to the Plan is amended to add certain acquired businesses under the
heading "Predecessor Employer", and across from each such added business to make
the additions under columns (1) and (2) set forth below. 








	    Entity
	(1)
	 	    (2)
	 	 
	 	 	 	 	 	 
	
      Pennsurance,
      Inc.
	
      all
      service
	 	
      July
      1, 2004
	
       
	 
	
      D.E.Love
      Associates, Inc.
	
      all
      service
	 	
      December
      1, 2004 
	 	 
	
      Krombolz
      Agency, Inc.
	
      all
      service
	 	
      January
      1, 2005 
	 	 












Executed
this 29th day of March, 2005.










	
      Attest:
	
      NATIONAL
      PENN BANCSHARES, INC.

	 	 
	 	 
	
      By: 
      /s/
      Earl Houseknecht
	
      By: 
      /s/
      Sharon L. Weaver

	
       
	
      Chair,
      Administrative Committee 

	 	 
	 	 
	 	 
	 	 
	
      (Corporate
      Seal)
	 






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