EXHIBIT 99.2
COMMUNITY INDEPENDENT BANK, INC.
PROXY
Special Meeting of Shareholders to be held on November 30, 2000
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby constitutes and appoints Quentin A. Gettel,
Shirley E. Wetzel and Dolores S. Hill and each or any of them, attorneys-in-fact
and proxies of the undersigned, with full power of substitution, to vote all of
the shares of Community Independent Bank, Inc. ("Community") that the
undersigned may be entitled to vote at the Special Meeting of Shareholders of
Community to be held at Haag's Hotel, Shartlesville, Pennsylvania on November
30, 2000, commencing at 1:30 p.m., local time, and at any adjournment or
postponement thereof as follows:
1. Approve and adopt the merger agreement, dated as of July 23, 2000
between Community Independent Bank, Inc. and National Penn Bancshares, Inc.,
pursuant to which Community Independent Bank, Inc. will merge with and into
National Penn Bancshares, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
2. To consider and act upon such other business that may properly come
before the Special Meeting and any adjournment or postponement of the meeting.
This proxy, when properly signed, will be voted in the manner directed
herein by the undersigned shareholder and as determined by the proxy voters as
to any other business that may properly come before the Special Meeting. If no
direction is made, this proxy will be voted "FOR" Proposal 1 above. This proxy
also delegates discretionary authority to vote as to any other business that may
properly come before the Special Meeting.
The undersigned hereby acknowledges receipt of the Proxy Statement/
Prospectus dated October 17, 2000.
Dated: ____________, 2000
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Signature of Shareholder
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Signature of Shareholder
Number of Shares Held of Record
on October 15, 2000
This proxy must be dated, signed by the shareholder
and returned promptly to Community in the enclosed envelope.
Note: Please sign exactly as name(s) appear in the
address. When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If more than one trustee, all should sign. If a corporation,
please sign in full corporate name by president or authorized officer. If a
partnership, please sign in partnership name by authorized person.
