8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 12, 2009
NATIONAL PENN BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
	Pennsylvania
	(State or Other Jurisdiction of Incorporation)
000-22537-01		23-2215075
(Commission File Number)		(IRS Employer Identification No.)
Philadelphia and Reading Avenues, Boyertown, PA		19512
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (800) 822-3321
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

Glenn E. Moyer, President and CEO, Scott V. Fainor, Senior Executive Vice President and COO, and Michael J. Hughes, Chief Financial Officer, of National Penn Bancshares, Inc., participated in the Sandler & O’Neill & Partners, LP East Coast Financial Services Conference and addressed an audience of bankers and financial executives on November 12, 2009 at 7:10 a.m. (ET), as previously announced by National Penn in their press release dated November 5, 2009, furnished in this report, pursuant  to this Item 7.01, as Exhibit 99.1.   The slide presentation is furnished in this report, pursuant to this Item 7.01, as Exhibit 99.2, and is incorporated herein by reference.  Without limiting the generality of the foregoing, the text of the slide entitled “Safe Harbor Regarding Forward Looking Statements” is incorporated by reference into this Item 7.01.  No part of this report shall be deemed incorporated by reference into any registration statement filed under the Securities Act of 1933.

Section 9 – Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press release of National Penn Bancshares, Inc., dated November 5, 2009.
99.2	Slide presentation for National Penn Bancshares, Inc. on November 12, 2009 at 7:10 a.m. (ET) (furnished pursuant to Item 7.01 hereof).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NATIONAL PENN BANCSHARES, INC.
Date:	November 12, 2009	By:	/s/ Glenn E. Moyer
			Name:	Glenn E. Moyer
			Title:	President and CEO

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of National Penn Bancshares, Inc., dated November 5, 2009.
99.2	Slide presentation for National Penn Bancshares, Inc. on November 12, 2009 at 7:10 a.m. (ET) (furnished pursuant to Item 7.01 hereof).

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Catharine S. Bower, Communications Manager

610.369.6618

catharine.bower@nationalpenn.com

NATIONAL PENN BANCSHARES, INC. TO PRESENT AT

SANDLER O’NEILL & PARTNERS, L.P.

EAST COAST FINANCIAL SERVICES CONFERENCE

BOYERTOWN, Pa. – November 5, 2009 – National Penn Bancshares, Inc. (Nasdaq: NPBC) announced today that it will present its third quarter financial performance and major strategic initiatives at the 2009 Sandler O’Neill & Partners, L. P. East Coast Financial Services Conference in Palm Beach, Florida, November 12-13, 2009.  National Penn and other participating financial services companies will address an audience of institutional investors, investment firm analysts and portfolio managers.

National Penn’s presentation will be on Thursday, November 12th at 7:10 a.m. Eastern Time. (see “How to Access the Presentation” below).

The speakers at National Penn’s presentation will be Glenn E. Moyer, president and CEO; Scott V. Fainor, chief operating officer; and Michael J. Hughes, chief financial officer.  A brief question and answer session will follow the presentation.

How to Access the Presentation

National Penn’s presentation will be available live over the Internet on November 12, 2009 at 7:10 a.m. Eastern Time.  Listeners should log on to National Penn’s Website at www.nationalpennbancshares.com and choose the “Sandler O’Neill Financial Services Conference” link located on the home page. 

An audio conference is available on November 12, 2009 at 7:10 a.m. by calling:  617-614-3670,  passcode: Session One.   For those unable to participate in the live Webcast, the archived Webcast will be available for 30 days beginning November 13.

About National Penn Bancshares, Inc.:

National Penn Bancshares, Inc., with $9.7 billion in assets, is the fourth largest bank holding company based in Pennsylvania.  In addition, wealth assets under administration or management amount to $8.5 billion.

Headquartered in Boyertown, National Penn operates 127 offices. It has 124 community banking offices in Pennsylvania and one office in Maryland through National Penn Bank and its HomeTowne Heritage Bank, KNBT and Nittany Bank divisions. National Penn also has two offices in Delaware through its wholly-owned subsidiary Christiana Bank & Trust Company.

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National Penn’s financial services affiliates consist of National Penn Investors Trust Company; National Penn Capital Advisors, Inc.; Vantage Investment Advisors, LLC; Institutional Advisors LLC; National Penn Leasing Company; National Penn Insurance Services Group, Inc.; and Caruso Benefits Group, Inc.

National Penn Bancshares, Inc. common stock is traded on the Nasdaq Stock Market under the symbol “NPBC”. Please visit our Web site at www.nationalpennbancshares.com to see our regularly posted material information.

#   #   #

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EX-99.2

EXHIBIT 99.2

SLIDE PRESENTATION

3Q2009

National Penn Bancshares, Inc.

Staying Strong, Moving Forward

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Safe Harbor Regarding
Forward Looking Statements

This presentation contains forward-looking information about National Penn Bancshares, Inc. that is intended to be covered
by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are statements that are not historical facts. These statements can be identified by the use of forward-
looking terminology such as “believe,” “expect,” “may,” “will,” “should,’’ “project,” “plan,’’ “goal,” “potential,” “seek,” “intend,’’ or
“anticipate’’ or the negative thereof or comparable terminology, and include discussions of strategy, financial projections,
guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or
consequences of announced transactions, and statements about the future performance, operations, products and services of
National Penn and its subsidiaries. National Penn cautions readers not to place undue reliance on these statements.

National Penn’s business and operations are subject to a variety of risks, uncertainties and other factors. Consequently,
actual results and experience may materially differ from those contained in any forward-looking statements. Such risks,
uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are
not limited to, the following: National Penn’s obligations under the U.S. Treasury’s TARP Capital Purchase Program; its ability
to obtain raise additional capital, to identify qualified consumers, businesses and growth opportunities; the ineffectiveness of
National Penn’s business strategy due to changes in current or future market conditions; the effects of competition, and of
changes in laws and regulations on competition, including industry consolidation and development of competing financial
products and services; interest rate movements; the performance of National Penn’s investment portfolio; disruption from
announced transactions, and resulting difficulties in maintaining relationships with customers and employees; challenges in
establishing and maintaining operations in new markets; and changes in consumer and business confidence.The foregoing
review of important factors should be read in conjunction with the risk factors and other cautionary statements included in
National Penn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as well as in National Penn’s
Quarterly Reports on Form 10-Q and other documents filed by National Penn with the SEC after the date thereof. National
Penn makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances
occurring or existing after the date any forward-looking statement is made.

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Positioning National Penn
for the Future

lImproved capital levels

lIncreased allowance for loan losses

lDecrease in non-performing assets plus loans
90-days past due

lExiting troubled investment class (CDO’s)

lContinuing improvement to net interest margin

lFocused cost containment

lStrengthened liquidity position

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	Sept 30, 2009	Dec 31, 2008	Well-capitalized minimum
Tangible Common Equity to Tangible assets	6.85%	5.00%	n/a
Regulatory Total capital ratio	13.72%	11.85%	10%
Regulatory Tier 1 capital ratio	12.46%	10.65%	6%
Regulatory Tier 1 leverage ratio	9.00%	8.50%	5%

Capital Position - September 30, 2009

l$153 million common equity raised
in the third quarter 2009

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As of September 30, 2009

National Penn Snapshot

lFounded 1874, headquartered in eastern PA

lNASDAQ ticker: NPBC

l$9.7 billion in total assets

l127 community offices

lPart of S&P SmallCap 600 Index

lSuccessful acquirer/integrator
over the past 18 years:

–11 community banks and thrifts

–5 branch transactions

–6 insurance agencies

–1 wealth management entity

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Attractive Franchise in the Heart of the
Mid-Atlantic Region

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4.1%

Nationwide Projected Income
Growth

$54.7

Nationwide Median HH Income
($000)

$87.3

$47.6

$58.9

$58.6

$60.2

Median Household Income
($000)

7.4%

7.3%

4.2%

5.0%

6.1%

Projected Income Growth:

’09 - - ’14

19

5

21

16

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# Community Banking Offices

9.3%

16.8%

22.0%

9.3%

21.1%

Market Share

2

1

1

2

1

Market Rank

13.1%

5.3%

24.6%

8.2%

15.4%

% of National Penn Deposits

Chester

Centre

Berks

Lehigh

Northampton

Sources: SNL Financial / FDIC

As of June 30, 2009

Strong Market Share in Demographically
Attractive Counties

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lWachovia / Wells Fargo

lCitizens / Royal Bank of Scotland

lSovereign / Banco Santander

lCommerce / Toronto-Dominion

lBank of America

lHarleysville / First Niagara (pending)

Deposits in NPBC
Region

(Dollars in Billions)

$34.9

$16.9

$11.7

$10.7

$6.3

$4.0

Includes all deposits in the counties in which National Penn collects deposits, excluding Clark,
Nevada

As of June 30, 2009

Source: SNL Financial

Market

Share

19.8%

9.6%

6.6%

6.1%

3.6%

2.0%

Capturing 1% of the total of dislocated competitor deposits would
increase National Penn’s deposits by approximately 12%

Market Disruption is a Key Opportunity

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3Q2009 includes ALLL provision of $52.0 million versus
$6.9 million for the comparable 2008 period.

Reconciliation Table for Non-GAAP
Financial Measures: 3Q 2009

15

YTD 2009 includes ALLL provision of $107.0 million versus
$14.0 million for the comparable 2008 period.

Reconciliation Table for Non-GAAP
Financial Measures: YTD Sept. 30, 2009

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3.13%

3.19%

3.31%

3.25%

3.52%

Net Interest Margin Improving

17

*The core non-interest income numbers shown above are non-GAAP financial measures as they exclude other-than-temporary impairment on CDO
investments, net losses/(gains) from fair value changes on National Penn’s trust preferred securities, and net losses/(gains) on sales of investment
securities.These amounts excluded from GAAP non-interest income are as follows: 3Q08 - $20,000, $(7,641), and $(276); 4Q08 - $79,496, $(6,527),
and $(12); 1Q09 - $7,785, $1,898, and $2,284; 2Q09 - $7,136, $(51), and $0; 3Q09 - $84,704, $6,249, and $863, respectively.Management believes
that the presentation of non-interest income excluding the impact of the specified non-recurring items provides information that is comparable to prior
periods, and therefore is essential to a proper understanding of the financial information presented for National Penn.

$27,182

$28,933

$27,679

$28,600

$26,753

(Dollars in $000s)

Core Non Interest Income Stable

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	Core Non Interest Expense
Q308	$54,087
Q408	$55,204
Q109	$56,693
Q209	$58,027
Q309	$56,180

55.62%

60.44%

63.90%

62.88%

58.75%

The core non-interest expense numbers and core efficiency ratios shown above for 4Q08, 2Q09, and 3Q09 are non-GAAP financial measures. The 4Q08
amount of $55,204 excludes a fraud expense of $4,500.The 2Q09 amount of $58,027 excludes a FDIC Special Assessment of $4,625.The 3Q09 amount of
$56,180 excludes a insurance recovery of $4,028.Management believes that the presentation of non-interest expense excluding the impact of the specified
non-recurring items provides information that is comparable to prior periods, and therefore is essential to a proper understanding of the financial information
presented for National Penn.

(Dollars in $000s)

NPBC - - Low Cost Provider
Core Efficiency Ratio

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December 31, 2008

September 30, 2009

Dec 31, 2008Sept 30, 2009

Total Deposits ($000)$6,389,886 $6,798,662

Improved Sources of Funding

20

Total Borrowed Funds

Strong Liquidity Position

$10 million
Purchased

$238 million
Sold

$1.74 billion

$1.55 billion

NPBC Unused Borrowing Capacity in Excess of $1 Billion

9/30/09

12/31/08

9/30/09

12/31/08

Daily Funds Position

21

Capital Retention Due to
Decreased Dividend

$.05 Previous Dividend

$.01 Dividend Declared 4Q2009

Result:

$5,028,000 Quarterly Savings

$20,112,000 Annualized Savings

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Intention to Dispose of CDO Portfolio

lContinued deterioration in underlying issuers results
in additional reclassification of OCI into OTTI

lDeterioration in collateral/future cashflows available

lStructure of securities - lower rated tranches

lDeterioration in value not primarily market related

lShort term window to maximize current cash benefit
from a tax perspective

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(Dollars in millions)	Pre Tax	After Tax	Per Share	Capital*
Unamortized cost as of June 30, 2009	$31	--	--	$(20)
OCI related to CDO as of June 30, 2009	57	--	--	--
Value as of September 30, 2009	3	--	--	2
Impact of intention to dispose	$85	$55	$0.55	$(18)

*GAAP basis

Overview of the Impact of Our Intention
to Dispose of CDO Portfolio

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Overview of Tax Advantageous Timing

lCarry-back available for a portion of the loss
results in expected refund of previously paid
taxes approximately $27 million

lRemainder of loss available to offset future
taxable income

lSales to take place beginning in 4Q09

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Deferred Tax Asset

lNet of carry back available of approximately $27 million,
the net deferred tax asset is $72 million

lDeferred tax asset as an industry (and NPBC) increasing
due to items expensed for GAAP but not for tax, such as:

–Increased loan loss reserve with expense not recognized for tax
until charged off/disposed

–GAAP required FMV adjustments through OTTI and OCI that are
not tax deductible until securities sold

lDeferred tax asset evaluation more restrictive for
regulatory calculation as compared to GAAP

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NPBC Asset Quality Ratios
$(000)

27

Non-performing assets

to total assets

Allowance for loan

loss to loans

As of September 30, 2009

Peer group as disclosed in NPBC 2009 Proxy Statement

National Average is the average value for all regulated depositories nationwide

Source: SNL Financial

Credit Quality Compares Favorably to
Peers

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$ in thousands	9/30/2009 Balance	% of Loans	Classified*/ Loans	Non Performing/Loans	YTD Net Chargeoffs (annualized)/Avg. Loans	Total Past Due/Loans
Commercial	2,898,084	46%	9.97%	1.46%	1.48%	0.24%
CRE Permanent	836,718	14%	5.23%	1.82%	0.90%	0.35%
CRE Construction	443,775	7%	28.23%	9.77%	3.94%	1.45%
Home Equity and Direct	790,991	13%	0.32%	0.32%	0.42%	0.67%
Private Banking	172,113	3%	5.22%	2.35%	4.90%	0.28%
Indirect	144,158	2%	0.92%	0.92%	0.67%	1.19%
Residential Mortgage	853,496	14%	1.26%	1.26%	0.36%	1.06%
Leasing/Other	60,349	1%	2.47%	1.09%	2.70%	1.90%
Total	$6,199,684	100%	7.79%	1.94%	1.38%	0.55%

* Classified loans consist of loans risk rated substandard, doubtful, or loss.As such classified
loans include all non-performing loans.

Loan Risk Profile September 30, 2009

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Non-Performing Assets: 9/30/09

Total: $120.9 million

l86% Commercial ($104.6 million)

–$45.3 million in C&I

–$43.5 million in Commercial Real Estate Construction

l14% Consumer

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Net Charge Offs: 9/30/09

Total: $24.8 million

lC&I$11.8

lCRE$10.2

lOther $2.8

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Home Equity Loan Portfolio: 9/30/09

lHigh quality, self originated portfolio

lIncludes revolving and installment 1st and 2nd
lien loans of ~$800 million

lAverage FICO score of 760

lAverage loan to value ratio of 66%

lOne-third of portfolio is in 1st lien position

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Multi family	$227.9 million	21.7%
Retail & shopping centers	$214.3 million	16.7%
Residential investment 1-4 family	$194.2 million	15.1%
Residential subdivisions	$167.9 million	13.1%
Office buildings	$153.8 million	12.0%
Land	$72.9 million	5.7%

Commercial Real Estate
Major Components: 9/30/09

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Commercial Real Estate
Land Exposure: 9/30/09

Total: $72.9 million

lUnapproved: $24.5 million

lApproved but unimproved: $30.1 million

lImproved: $18.3 million

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Thorough Credit Review Process

•C & I portfolio

•Grade 5 (Acceptable Risk) or worse rated relationships

•$3 million+ in relationship size

•Monthly reviews by account with Executive Management

•Commercial Real Estate Oversight Committee

•In place since July 2008

•Bi-weekly reviews by account with Executive Management

•$3 million+ in relationship size

•All subdivision, land and commercial construction exposures reviewed

•Commercial Real Estate Committee - Loan Approval

•Special approval process for all relationships over $750,000

•Quarterly Watch List process for all other loans

•Increased staffing in workout/collections area

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Positioning National Penn
for the Future

lImproved capital levels

lIncreased allowance for loan losses

lDecrease in Non-Performing Assets plus Loans
90-days Past Due

lExiting troubled investment class (CDO’s)

lContinuing improvement to net interest margin

lFocused cost containment

lStrengthened liquidity position

36