X0303 4 2011-03-16 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 2011-03-16 4 F 0 27074 7.28 D 310522 D Common Stock 15857 I 401K Common Stock 32190 I IRA Represents the number of shares withheld to satisfy tax obligations upon the vesting of restricted stock awards for a total of 88,531 shares granted on January 28, 2010 and January 24, 2011. The restricted stock awards vested pursuant to their terms on March 16, 2011 upon NPBC's repayment in full to the US Treasury for Treasury's investment in NPBC pursuant to its TARP Capital Purchase Program ("TARP"). This total includes 88,531 shares which vested on March 16, 2011 pursuant to NPBC's repayment in full of TARP, less 27,074 shares withheld to satisfy tax withholding obligations. /s/ H. Anderson Ellsworth, by power of attorney 2011-03-18