NATIONAL PENN BANCSHARES INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>


                   NATIONAL PENN BANCSHARES, INC. PENSION PLAN
                (Amended and Restated Effective January 1, 2001)

                                 Amendment No. 4

         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. 1-3 thereto.  The Company hereby further amends the Plan
as hereinafter set forth.

         1.  Schedule A to the Plan is amended  effective  June 10, 2004, to add
"The  Peoples  Bank of Oxford " under the heading  "Predecessor  Employer",  and
across from it under columns (1) and (2) respectively "all service" under column
(1) and the date "June 10, 2004" under column (2).

         2. The first two  sentences of  subsection  1(l) are amended  effective
August 1, 2004, to read as follow:

         "  'Compensation'  for a Plan Year with  respect to a Member shall mean
the base salary, hourly wages (including overtime wages),  commissions and other
taxable  incentives  not excluded  under the next sentence that a  Participating
Company  pays in cash to a Member for  services for the portion of the Plan Year
he was eligible to participate in the Plan plus amounts a Member elects to defer
from those  sources  that are not  subject  to  federal  income tax by reason of
section  401(k),  402(g),  125  or  132(f)  of  the  Code.  Notwithstanding  the
foregoing,  'Compensation'  shall not include (i) income from  exercise of stock
options,  receipt or vesting  of  restricted  stock  grants,  exercise  of stock
appreciation  rights or similar  equity-based  compensation  arrangements,  (ii)
bonuses, (iii) deferred compensation,  (iv) expense reimbursements or allowances
of any kind, including, but not limited to, tuition reimbursement, phone and car
allowances or reimbursements (whether or not included includible in gross income
for federal income tax  purposes),  (v) moving  expenses,  and (vi) the value of
welfare benefits, perquisites,  incentives not paid in cash or any item not paid
in cash  (whether  or not  included  in gross  income  for  federal  income  tax
purposes)."

         Executed this 28th day of July,  2004.

Attest:                                     NATIONAL PENN BANCSHARES, INC.


By: /s/ Earl Houseknecht                    By: /s/ Sandra L. Spayd

     (Corporate Seal)

                                       1
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