ex10-2.htm


    
      
        
          EXHIBIT
            10.2

          


          Approved
            by Board of Directors

          December
            19,2007

          


          BYLAWS

          


          NATIONAL
            PENN BANK

          


          


          ARTICLE
            I

          


          Designation
            of Governing Law

          


          Section
            1.01.  Designation
            of Governing Law.  National Penn Bank ("Bank") is a subsidiary of
            National Penn Bancshares, Inc. ("NPBC"), a business corporation incorporated
            in
            the Commonwealth of Pennsylvania and registered bank holding
            company.  Bank's main office is located in Boyertown, Berks County,
            Pennsylvania.

          


          Pursuant
            to 12 CFR  7.2000, subject
            to, and to the extent not inconsistent with applicable Federal banking
            statutes
            or regulations, or bank safety and soundness, Bank hereby designates
            the laws of
            the Commonwealth of Pennsylvania, including without limitation the Pennsylvania
            Business Corporation Law of 1988, as amended (the "BCL"), as the body
            of law
            that shall govern Bank's corporate governance procedures.

          


          ARTICLE
            II

          


          Annual
            Meetings of Shareholders

          


          Section
            2.01.  Annual
            Meeting.  The annual meeting of shareholders for the election of
            Directors and the transaction of any other business which may be brought
            properly before the meeting shall be held on the fourth Wednesday in
            February of each year or such other date as the Board of
            Directors shall determine.  The Board of Directors shall determine the
            time and place of the annual meeting.

          


          


          ARTICLE
            III

          


          Directors

          


          Section
            3.01.  Number,
            Qualifications.  There shall be such number of Directors, who
            shall own qualifying shares of NPBC stock, as is provided in Article
            Three of
            Bank's Articles of Association, as amended.

          


          Section
            3.02.  Quorum.  For the transaction of business, a
            quorum of Directors shall be present, as provided in Article Three of
            Bank's
            Articles of Association, as amended.

          


          


          Section
            3.03.  Mandatory
            Retirement of Directors.  No person who has attained the age of
            seventy-two (72) years shall be qualified for nomination or for election
            to the
            Board of Directors.  Accordingly, a Director, upon attaining such age,
            shall retire from the Board of Directors on the date of the annual meeting
            of
            shareholders that next follows his or her seventy-second birthday.

           

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          A
            Director, upon retirement from his or
            her principal occupation, shall give the Board of Directors prompt notice
            of
            such retirement and shall offer to retire from the Board on such date
            as the
            Board shall determine.  If such offer is accepted, any failure of the
            Director to retire as determined by the Board shall constitute proper
            cause for
            the Board to declare vacant the office of the Director.

          


          The
            Board of Directors, on the
            recommendation of the Nominating/Corporate Governance Committee of NPBC’s Board
            of Directors, may at any time, or again at any later time, exempt the
            Lead
            Independent Director or any other Director for serving as Chair of a
            standing
            Board Committee from this Section 3.03 for a one-year period, but not
            more than
            a total of three years.

          


          Section
            3.04.  Director
            Emeritus.  A Director who retires from the Board of Directors
            pursuant to Section 3.02 of these Bylaws shall be eligible to serve as
            a
            Director Emeritus.  Such an Emeritus Director may be named by the
            Board at any time, but may not serve more than a total of three consecutive
            years.  A Director Emeritus shall have the privilege of attending all
            meetings of the Board and shall have the opportunity of sharing his or
            her
            experience with the Board, but shall have none of the responsibilities
            of a
            member of the Board, and shall have no vote on matters put before the
            Board.  A Director Emeritus shall receive such compensation and
            reimbursement of expenses as shall be determined by the Board of Directors
            on
            the recommendation of the Compensation Committee of NPBC's Board of
            Directors.

          


          The
            terms "Director," “Lead Independent
            Director,” “Outside Independent Director,” "Board," or "Board of Directors"
            where used in these Bylaws shall not be deemed to apply to or to include
            a
            Director Emeritus.

          


          ARTICLE
            IV

          


          Committees

          


          Section
            4.01.  Executive
            Committee.  There shall be an Executive Committee consisting of
            such Directors as shall from time to time be appointed by the Board of
            Directors, on the recommendation of the Nominating/Corporate
            Governance Committee of NPBC's Board of Directors.  So far as may
            be permitted by law and except for matters specifically reserved to the
            Board of
            Directors in these Bylaws, the Executive Committee shall possess and
            may
            exercise all the powers of the Board of Directors in the management of
            the
            business and affairs of the Bank conferred by these Bylaws or otherwise,
            during
            intervals between meetings of the Board of Directors.  The Executive
            Committee shall have such other duties and responsibilities as shall
            be provided
            by law and such others as may be determined from time to time by the
            Board of
            Directors.

          


          Section
            4.02.  Audit
            Committee.  There shall be an Audit Committee consisting entirely
            of such outside independent Directors as shall from time to time be appointed
            by
            the Board of Directors, on the recommendation of the
            Nominating/Corporate Governance Committee of NPBC's Board of
            Directors.  The Audit Committee shall have such duties and
            responsibilities as shall be provided by law and such others as may be
            determined from time to time by the Board of Directors.

           

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          Section
            4.03.  Other
            Committees.  The Board of Directors may, at any time and from time
            to time, appoint such other standing or special committees with such
            duties and
            responsibilities as the Board of Directors shall determine.

          


          Section
            4.04.  Outside
            Independent Director.  The term “outside independent director”
means a Director who is not an employee of NPBC, the Bank or any
            subsidiary and
            who satisfies all the “independence” tests of applicable law, rules or
            regulations, including those of The Nasdaq Stock Market, Inc.

          


          Section
            4.05.  Designation
            of Lead Independent Director.  The Board of Directors, on the
            recommendation of the Nominating/Corporate Governance Committee of NPBC’s Board
            of Directors, may at any time designate an “outside independent director” to
            serve in a lead capacity to coordinate the activities of the other outside
            independent directors and to perform such other duties and responsibilities
            as
            the Board of Directors may determine by resolution or Board-approved
            policy. Any
            outside independent director so designated shall be referred to as the
“Lead
            Independent Director.”

           

          ARTICLE
            V

          


          Officers

          


          Section
            5.01.  Officers.  The officers of the Bank shall be a
            President, a Secretary and a Cashier, and may include a Chairman, one
            or more
            Vice Presidents, and such other officers as the Board of Directors or
            an
            authorized officer may from time to time determine.

          


          Section
            5.02.  Qualifications.  The officers shall be natural
            persons of full age.  The President shall be a Director.

          


                     Section
            5.03.  Election and Term of Office.  The officers of
            the Bank shall be elected by the Board of Directors or appointed pursuant
            to
            Section 5.11 hereof.  Executive officers shall serve at the pleasure
            of the Board, and shall be subject to removal only by the Board of
            Directors.  Other officers shall be subject to removal at any time by
            the Chief Executive Officer or a supervising officer.

          


          Section
            5.04.  Resignations.  Any officer may resign at any
            time by giving written notice to the Board of Directors, a supervising
            officer,
            or the Human Resources Department of the Bank.  Any such resignation
            shall take effect at the time of the receipt of such notice or at any
            later time
            specified therein.  Unless otherwise specified therein, the acceptance
            of a resignation shall not be necessary to make it effective.

          


          Section
            5.05.  Chairman.  The Board of Directors may elect
            one of its members to be Chairman.  The Chairman shall preside at all
            meetings of the Board of Directors.  The Chairman shall also have such
            other powers and duties as may be conferred upon or assigned to the Chairman
            by
            the Board of Directors, as well as any other powers specifically conferred
            upon
            the Chairman by these Bylaws.

          


          Section
            5.06.  President.  The President shall, if there is
            no Chairman or in the absence of the Chairman, preside at any meeting
            of the
            Board of Directors.  The President shall have and may exercise any and
            all other powers and duties pertaining by law, regulation or practice
            to the
            office of President, or imposed by these Bylaws.  The President shall
            have such other powers and duties as may be conferred upon or assigned
            to the
            President by the Board of Directors.

           

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                  Section
            5.07.  Chief Executive Officer.  The Board of
            Directors shall designate the Chairman or the President as the Chief
            Executive
            Officer.  The Chief Executive Officer shall be the chief executive
            officer of the Bank and shall have general executive powers concerning
            all the
            business and operations of the Bank, subject, however, to the control
            of the
            Board of Directors.  The Chief Executive Officer shall have such other
            powers and duties as may be conferred upon, or assigned to, the Chief
            Executive
            Officer by the Board of Directors.  The Chief Executive Officer may
            delegate to any other officer such executive and other powers and duties
            as the
            Chief Executive Officer deems advisable.

          


          Section
            5.08.  Vice
            Presidents.  There may be one or more Group Executive Vice
            Presidents, Executive Vice Presidents, Senior Vice Presidents and Vice
            Presidents.  Each such person shall have such powers and duties as may
            be conferred upon or assigned to him or her by the Board of Directors
            or the
            Chief Executive Officer.

          


          Section
            5.09.  Secretary.  The Secretary shall have all
            powers and duties pertaining by law, regulation or practice to the office of
            Secretary, or imposed by these Bylaws, or as may from time to time be
            conferred
            upon, or assigned to, the Secretary by the Board of Directors or the
            Chief
            Executive Officer.

          


          Section
            5.10.  Cashier.  The Cashier shall have all powers
            and duties pertaining by law, regulation or practice to the office of
            Cashier or
            treasurer, or imposed by these Bylaws, or as may from time to time be
            conferred
            upon, or assigned to, the Cashier by the Board of Directors or the Chief
            Executive Officer.

          


          Section
            5.11.  Other
            Officers.  The Board of Directors may appoint one or more other
            officers, or authorize an officer to appoint one or more other
            officers.  Such other officers
            shall perform such duties as from time to time may be conferred upon
            or assigned
            to them respectively by the Board of Directors or the officer appointing
            them.

          


          ARTICLE
            VI

          


          Limitation
            of Directors' Liability; Indemnification

          


          Section
            6.1.  To the fullest
            extent permitted by the Directors Liability Act (42 PA C.S. 8361 et seq.)
            and
            the BCL, a director of the Bank shall not be personally liable to the
            Bank, its
            shareholders, or others for monetary damages for any action taken or
            any failure
            to take any action unless the director has breached or failed to perform
            the
            duties of his or her office, as set forth in the Directors' Liability
            Act, and
            such breach or failure constitutes self-dealing, willful misconduct,
            or
            recklessness. The provisions of this Article VI shall not apply with
            respect to the responsibility or liability of a director under any criminal
            statute or the liability of a director for the payment of taxes pursuant
            to
            local, state, or federal law.

          


          Section
            6.2.  (a) The Bank
            shall indemnify any person who was or is a party or is threatened to
            be made a
            party to any threatened, pending, or completed action, suit, or proceeding,
            whether civil, criminal, administrative, or investigative by reason of
            the fact
            that such person is or was a director, officer, employee, or agent of
            the Bank,
            or is or was serving at the request of the Bank as a director, officer,
            employee, or agent of another corporation, partnership, joint venture,
            trust, or
            other enterprise, against expenses (including attorneys' fees), amounts
            paid in
            settlement, judgments, and fines actually and reasonably incurred by
            such person
            in connection with such action, suit, or proceeding; provided, however,
            that no
            indemnification shall be made in any case where the act or failure to
            act giving
            rise to the claim for indemnification is determined by a court to have
            constituted willful misconduct or recklessness.

           

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          (b)
            Expenses (including attorneys'
            fees) incurred in defending a civil or criminal action, suit, or proceeding
            shall be paid by the Bank in advance of the final disposition of such
            action,
            suit, or proceeding, upon receipt of an undertaking by or on behalf of
            the
            director, officer, employee, or agent to repay such amount if it shall
            be
            ultimately determined that he or she is not entitled to be indemnified
            by the
            Bank as authorized in this Article VI.

          


          (c)
            The indemnification and advancement
            of expenses provided by this Article VI shall not be deemed exclusive of
            any other right to which persons seeking indemnification and advancement
            of
            expenses may be entitled under any agreement, vote of shareholders or
            disinterested directors, or otherwise, both as to actions in such persons'
            official capacity and as to their actions in another capacity while holding
            office, and shall continue as to a person who has ceased to be a director,
            officer, employee, or agent and shall insure to the benefit of the heirs,
            executors, and administrators of such person.

          


          (d)
            The Bank may purchase and maintain
            insurance on behalf of any person, may enter into contracts of indemnification
            with any person, may create a fund of any nature (which may, but need
            not be
            under the control of a trustee) for the benefit of any person, and may
            otherwise
            secure in any manner its obligations with respect to

          indemnification
            and advancement of expenses, whether arising under this Article VI
            or

          otherwise,
            to or for the benefit of any person, whether or not the Bank would have
            the
            power to indemnify such person against such liability under the provisions
            of
            this Article VI.

          


          Section
            6.3.  The limitation
            provided in Section 6.1 of this Article VI and the right to
            indemnification provided in Section 6.2 of this Article VI shall apply
            to any action or any failure to take any action occurring on or after
            January
            27, 1987.

          


          Section
            6.4.  Notwithstanding
            anything herein contained to the contrary, this Article VI may not be
            amended or repealed and a provision inconsistent herewith may not be
            adopted,
            except by the affirmative vote of 80% of the members of the entire Board
            of
            Directors or by the affirmative vote of shareholders of the Bank entitled
            to
            cast at least 80% of the votes which all shareholders of the Bank are
            then
            entitled to cast, except that if the Business Corporation Law or the
            Directors'
            Liability Act is amended or any other statute is enacted so as to decrease
            the
            exposure of directors to liability or to increase the indemnification
            rights
            available to directors, officers, or others, then this Article VI and any
            other provision of these Bylaws inconsistent with such decreased exposure
            or
            increased indemnification rights shall be amended, automatically and
            without any
            further action on the part of shareholders or directors, to reflect such
            decreased exposure or to include such increased indemnification rights,
            unless
            such legislation expressly requires otherwise. Any repeal or modification
            of
            this Article VI by the shareholders of the Bank shall be prospective
            only, and
            shall not adversely affect any limitation on the personal liability of
            a
            director of the Bank or any right to indemnification from the Bank with
            respect
            to any
            action or any failure to take any action occurring prior to the time
            of such
            repeal or modification.

           

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          Section
            6.5.  If, for any
            reason, any provision of this Article VI shall be held invalid, such
            invalidity shall not affect any other provision not held so invalid,
            and each
            such other provision shall, to the full extent consistent with law, continue
            in
            full force and effect. If any provision of this Article VI shall be held
            invalid
            in part, such invalidity shall in no way affect the remainder of such
            provision,
            and the remainder of such, provision,
            together with all other provisions of this Article VI, shall, to the
            full extent
            consistent with law, continue in full force and effect.

          


          Section
            6.6.  Article VI (as
            in effect on the day prior to the day on which this new Article VI is
            approved
            by the shareholders of the Bank), and all provisions of the Bylaws of
            the Bank
            insofar as they are inconsistent with this Article VI, are hereby repealed,
            except that with respect to acts or omissions occurring prior to
            January 27, 1987, such former Article VI and such other provisions of the
            Bylaws of the Bank shall remain in full force and effect.

          


          ARTICLE
            VII

          


          Share
            Certificates; Transfer

          


          Section
            7.01.  Share
            Certificates.  The shares of the Bank shall be represented by
            share certificates, which shall bear such information and signatures
            as shall be
            required by law.

          


          Section
            7.02.  Transfer of
            Shares.  Transfer of shares of the Bank shall be made on the books
            of the Bank only upon surrender of the share certificate, duly endorsed
            or with
            duly executed stock powers attached and otherwise in proper form for
            transfer,
            which certificate shall be cancelled at the time of transfer.

          


          ARTICLE
            VIII

          


          Emergency
            Preparedness

          


          Section
            8.01.  If there is an
            emergency declared by governmental authorities, as the result of a regional
            or
            national disaster and of such severity as to prevent the normal conduct
            and
            management of the affairs of the Bank by its Directors and Officers as
            contemplated by these bylaws:

          


          (a)  Any
            three available
            Directors shall constitute a Committee to exercise the full authority
            of the
            Board of Directors until such time as a duly elected Board of Directors
            can
            again assume full responsibility and control of the Bank; and

          


          (b)  The
            available Officers
            and employees of the Bank shall continue to conduct the affairs of the
            Bank,
            with such guidance as may be available to them from the Board of Directors
            or
            the Executive Committee under Section 8.01(a) hereof, subject to conformance
            with any governmental directives during the emergency.

           

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          ARTICLE
            IX

          


          Other

          


          Section
            9.01.  Other
            Matters.  To the extent that a specific subject matter is not
            expressly addressed in these Bylaws, such matter shall be governed by
            (a)
            Federal banking statutes or regulations, including without limitation
            bank
            safety and soundness considerations, if applicable, (b) the laws of the
            Commonwealth of Pennsylvania, including without limitation the BCL, and
            (c)
            Bank's Articles of Association, as amended.

          


          Section
            9.02.  Inconsistency.  Should any provision of these
            Bylaws be inconsistent with (a) Federal banking statutes or regulations,
            including without limitation bank safety and soundness considerations,
            if
            applicable, (b) the laws of the Commonwealth of Pennsylvania, including
            without
            limitation the BCL, or (c) Bank's Articles of Association, as amended,
            then such
            other governing law or authority shall control the inconsistent provision
            of
            these Bylaws.

          


          ARTICLE
            X

          


          Amendments

          


          Section
            10.01.  Amendments.  These Bylaws may be adopted,
            amended or repealed by the Board of Directors or by the shareholders
            of the
            Bank.

           

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          Amended
            by Shareholders (NPB) April 22, 1987 (Article X)

          


          Amended
            by Board of Directors March 23, 1988, Sections 2.6; 3.1; Article VII;
            Section
            8.3;8.5; 9.2 to include Chairman of the Executive Committee

          


          Amended
            by Board of Directors February 13, 1989, Section 2.3 (B) regarding Directors
            Emeriti

          


          Amended
            by Board of Directors April 25, 1990, Article III, Section 3.2 to reduce
            number
            of directors to serve on the committee from three (3) to two (2); Article
            III,
            Section 3.3 to delete the Chairman of the Executive Committee; Article
            IX,
            Section 9.2 to delete the Chairman of the Executive Committee.

          


          Amended
            by Board of Directors April 28, 1993, Section 1.4 to delete Judge of
            Election;
            Section 3.2 to change Loan Committee to Executive Loan Committee and
            increase
            number of directors from two (2) to four (4); Section 3.4 to change Financial
            Services Committee to Trust Committee and Financial Services Division
            to Trust
            Department; Section 4.1 to change “shall” to “may”; Section 4.2 to change
“shall” to “may”; Section 4.6 to eliminate Clerks and Agents; Section 5.1 to
            change Financial Services to Fiduciary Activities, Article V restated
            in its
            entirety, and add Section 5.5.

          


          Amended
            by Board of Directors November 23, 1994, Article III, Section 3.4 deleted
            entirely to reflect transfer of Trust Department business to Investors
            Trust
            Company; Article IV, Section 4.5 to allow Chief Executive Officer to
            appoint
            officers or assistant officers; Article IV, Section 4.7 added to specify
            effective date of officer resignations; Article V deleted entirely to
            reflect
            transfer of Trust Department business to Investors Trust Company

          


          Amended
            and restated in its entirety April 24, 2002.

          


          Amended
            by Board of Directors April 28, 2004, Article IV Sections 4.01, 4.02
            and 4.03
            changed to reflect recommendation of Nominating/Corporate Governance
            instead of
            Executive Committee.  Section 4.05 – Outside Independent Directors –
entirely new section.  Section 5.08 – added “Group Executive Vice
            Presidents”.

          


          Amended
            by Board of Directors December 22, 2004., Section 5.08

          


          Amended
            by Board of Directors January 25, 2006, Sections 2.01, 3.03, 3.04, 4.06,
            Article
            VIII – Emergency Preparedness, Section 8.01 – entirely new section.

          


          Amended
            by Board of Directors February 28, 2007, Deleted Section 4.03 Executive
            Credit
            Committee; renumbered 4.03, 4.04 and 4.05.

          


          Amended
            by Board of Directors December 19, 2007, Section 2.01.

           

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