ex4-2.htm


    
      Exhibit
4.2

    

     

    NATIONAL
PENN BANCSHARES, INC.

     

    AMENDED
AND RESTATED

    DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN

     

    AS
AMENDED EFFECTIVE OCTOBER 22, 2008

     

    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 The Bank of New
York Mellon (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 Authorization 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 Authorization
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 $100.00 to a
maximum of $10,000.00 per calendar month, for investment in his or her Plan
account; provided, however, that commencing on the effective date of this
Amendment and ending on the first or occur of (i) December 31, 2009, or (ii) the
receipt by the Administrator after the effective date of this Amendment of
$50,000,000.00 of voluntary cash contributions in accordance with
Section 6, the maximum voluntary cash contribution shall be increased to
$50,000.00 per calendar month.  In addition to payment by check, 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.

     

     

    
      
        
        

      

      
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    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; provided, however, that commencing on the effective date of
this Amendment and ending on the first to occur of (i) December 31, 2009 or (ii)
the receipt by the Administrator after the effective date of this Amendment of
$50,000,000.00 of voluntary cash contributions in accordance with
Section 6, the price of Shares purchased from National Penn shall be equal
to 90% of 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”) Global Select
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 last preceding day on which the Shares were traded, as reported on
the Nasdaq Global Select Market and published in The Wall Street
Journal;

     

    (c) if the
Shares are listed on a stock exchange other than Nasdaq, 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 other than Nasdaq, and if no closing sale
price of a Share is reported on the given date, the closing sale price of a
Share on the last 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.

     

     

    
      
        
        

      

      
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    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.  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 Authorization 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.

     

     

    
      
        
        

      

      
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    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.

     

     

     

    
      
        
        

      

      
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    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 by National Penn Bancshares, Inc. on October 22,
2008, effective October 22, 2008.

     

     

     

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