X0303 4 2011-01-24 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001246950 FAINOR SCOTT V PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 1 President & CEO Common Stock 2011-01-24 4 A 0 43153 0 A 337596 D Common Stock 15839 I 401K Common Stock 32190 I IRA Restricted stock award that is subject to forfeiture, with certain exceptions, if the reporting person terminates employment before the later of the second anniversary of the date of the award and (i) for the first 25% of the restricted stock, at the time the Company repurchases at least 25% of its preferred stock from the U.S. Treasury purchased pursuant to the TARP Capital Purchase Program, (ii) for the next 25% of the restricted stock, at the time the Company repurchases 50% of such preferred stock, (iii) for the next 25% of the restricted stock, at the time the Company repurchases 75% of such preferred stock, and (iv) for the last 25% of the restricted stock, at the time the Company repurchases 100% of such preferred stock. Notwithstanding the foregoing, all restrictions will lapse when the Company repurchases 100% of such preferred stock. /s/ Michelle H. Debkowski, by power of attorney 2011-01-26