Unassociated Document


    EXHIBIT
10.2

     

    AMENDMENT TO EMPLOYMENT
AGREEMENT

     

    This
Amendment to Employment Agreement (the “Amendment”) is dated December 10, 2008,
between National Penn Bancshares, Inc., a Pennsylvania business corporation
(“NPB”), National Penn Bank, a national banking association (“Bank”), and GLENN
E. MOYER (“Executive”).

     

    BACKGROUND

     

    1.  NPB, Bank
and Executive entered into a certain Employment Agreement dated
December 18, 2002, as amended by Amendatory Agreements dated May 25, 2005
and June 5, 2006 (as amended, the “Agreement”).

     

    2.  NPB, Bank
and Executive desire to amend the Agreement as hereinafter set
forth.

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of the mutual promises contained herein, and each intending to be
legally bound, NPB, Bank and Executive agree to amend the Agreement as
follows:

     

    1.  Background. The matters set forth in the
“Background” section of this Amendatory Agreement are incorporated by reference
herein.

     

    2.  Amendment.  Section
8(a)(1)(i) is amended to delete the number 21 and replace it with the number
16.

     

    3.  Amendment. The language of
Section 8(a)(1)(ii) is deleted in its entirety and replaced with the
following:

     

    (ii) the denominator of which is
the number sixteen (16) [the number of years until Executive would reach the age
of sixty (60) from the date of his commencement of employment with Elverson
National Bank].

     

    4.  Amendment. The language of Section
12(b)(2) is deleted in its entirety and replaced with the
following: 

     

    (2) Section 8 supplemental
retirement benefits, at the times and in the manner set forth in Section 8,
provided, however, only if Executive
shall have reached age sixty (60) at or before the date of his termination of
employment; and

     

    5.  Amendment. The language of Section
14(e) is deleted in its entirety and replaced with the
following: 

     

    
      
         

      

      
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    (e) Employer shall pay to
Executive the payments to which Executive is entitled pursuant to Section 8(a)
at the times and in the manner set forth in Section 8(a); in calculating such
payments, the fraction referred to in Section 8(a)(1) should be
1/1.

     

    6.  Ratification. As amended hereby, the
Agreement is hereby ratified, confirmed and approved.

     

    7.  Governing
Law. This
Amendatory Agreement shall be governed by and construed in accordance with the
domestic internal law of the Commonwealth of Pennsylvania. 

     

    


     

    IN WITNESS WHEREOF, the
parties hereto have executed this Amendment on the date first above
written. 

     

     

    
      
        	
                 NATIONAL
      PENN BANCSHARES, INC.

                 

                 

              	
                NATIONAL
      PENN BANK

              
	
                By:  /s/ J. Ralph Borneman,
      Jr. 

                       J.
      Ralph Borneman, Jr.

                       Chairman,
      Compensation Committee

              	
                By:  /s/ Thomas A.
      Beaver

                        Thomas
      A. Beaver

                        Lead
      Independent Director

              
	 
      	 
      
	
                Witness:  /s/ H. Anderson
      Ellsworth

              	
                        /s/ Glenn E.
      Moyer

                        Glenn
      E. Moyer

              
	 
      	 
      


      

    

    


     

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