BOYERTOWN, Pa., Jan. 28 /PRNewswire-FirstCall/ -- Thomas A. Beaver, Chairman of the Board of National Penn Bancshares, Inc. (Nasdaq: NPBC) announced that Scott V. Fainor has been appointed President & CEO of National Penn and has been elected to the Board of Directors, effective January 27, 2010. Glenn E. Moyer, as a transition to retirement, will continue with National Penn as a special advisor to Mr. Fainor for a period of time.

"The Board and I wish to thank Glenn Moyer for his contributions to National Penn over the past years," said Mr. Beaver. "The strategies that he and his team developed and executed helped make National Penn the respected financial institution that it is today." Mr. Fainor said, "I thank Glenn for his executive leadership, his dedication and involvement in business and the community, and I look forward to his ongoing support in his transition to retirement."

For the fourth quarter 2009, National Penn recorded a loss totaling $283.3 million, representing a loss of $2.25 per common share. The $275 million non-cash goodwill impairment charge resulted in $2.19 of the loss. Exclusive of all non-core items, the fourth quarter core loss was $0.04 per common share. For the full year 2009, National Penn reported a net loss of $356.4 million. After payment of dividends on preferred stock issued to the U.S. Treasury under its Capital Purchase Program, this represents a loss of $3.61 per common share, compared to net income of $31.9 million, or $0.42 per diluted common share, for the year 2008.

Mr. Fainor commented that National Penn's strong capital levels allowed it to take the following proactive steps to strengthen the balance sheet:


    --  A non-cash goodwill impairment charge of $275.0 million.  While this
        charge affected short-term earnings, it has no impact on National Penn's
        regulatory capital ratios or tangible book value. Based upon its
        periodic testing, National Penn took this action as a result of several
        factors, including continued trading value of its stock relative to book
        value and certain events in the quarter more fully described in this
        release.  This charge is not directly attributed to any specific
        National Penn acquisition.
    --  A provision for loan losses of $47.0 million, which resulted in an
        overall increase in the allowance for loan and lease losses to $146.3
        million, representing 2.43% of total loans and 116.29% of non-performing
        loans.
    --  The sale of a portfolio of underperforming shared national credit loans,
        which resulted in a pre-tax loss of $6.0 million ($3.9 million after
        tax).  National Penn has improved its overall credit quality through the
        divestiture of $47.4 million of lower quality assets as part of the
        $63.8 million of loan commitments sold.

In regard to National Penn's performance, Mr. Fainor commented, "With the support of our Board of Directors, we are focused on shareholder value. The actions we took in 2009 had a negative impact on short-term profitability, but have significantly strengthened our balance sheet and positioned National Penn for improved results in 2010 and beyond." He noted that National Penn remains in a strong capital position following the $225 million in common equity raised in 2009.

The net interest margin, as reclassified, increased during the fourth quarter 2009 to 3.29% from 3.24% in the third quarter 2009. Fee income categories continued to perform well, and expenses remained well controlled, aside from significant increases in FDIC insurance premiums.

Considering the conversion of certain business money market deposits to cash management accounts, deposit growth was higher for the full year 2009 by 7.7%. Our deposit market share in Pennsylvania improved to 9(th )rank versus 11(th )rank in 2008. Additionally, National Penn improved to rank 1(st) in Berks and Centre counties, and maintained the 1(st) and 2(nd) ranks in Northampton and Lehigh counties, respectively. This performance continues to reflect management's execution of its funding strategies and customer confidence in the overall strength of National Penn.

For the full year 2009, National Penn was an active lender, originating loans to new and existing customers in excess of $1.0 billion. However, total loans outstanding declined from year end 2008 by 4.6% due to repayments of loans from existing borrowers, sales of mortgage production in the secondary market, lower levels of loan demand, and loan charge-offs. National Penn has a strong cross-sell culture between its banking subsidiaries, wealth affiliates, and insurance affiliates which is expected to accelerate growth in fee income, loans, and deposits.

National Penn's Board of Directors approved a first quarter cash dividend of one cent per share, payable on February 17, 2010 to shareholders of record on February 6, 2010. This compares to one cent per share paid in the fourth quarter 2009.

On January 27, 2010, National Penn Bank entered into a memorandum of understanding with its primary regulator principally due to its current level of classified assets. Under this informal agreement, National Penn Bank has agreed to develop and implement initiatives to enhance the oversight of problem assets, enhance its process for the allowance for loan and lease losses, and strengthen its internal loan review and credit administration functions. Many of these initiatives are in various stages of completion. Additionally, National Penn Bank has agreed to achieve (by March 31, 2010) and maintain a Tier 1 leverage ratio of at least 8.0%, and to maintain a Tier 1 risk-based capital ratio of at least 10.0% and a total risk-based capital ratio of at least 12.0%. At December 31, 2009, National Penn Bank's capital ratios were 7.86%, 11.21% and 12.47% respectively.

"National Penn's board and senior management remain committed to taking proactive steps to address the challenges that National Penn, like others in our industry, continue to face," Mr. Fainor commented. He noted that National Penn has a focused effort to enhance the strength of its balance sheet, as illustrated by the disposal of its entire CDO portfolio, the strengthening of its loan and lease loss reserve during the year, and the raising of $225 million in common equity. Additionally, over the past several months, National Penn has developed an enterprise-wide "self-improvement plan" that is intended to define, guide, coordinate and oversee the execution of strategies to improve the financial strength of the company. Through these initiatives, National Penn has already begun taking the steps to provide the financial strength necessary for its future success and growth.

About National Penn Bancshares, Inc.:

National Penn Bancshares, Inc., with $9.5 billion in assets, is the fourth largest bank holding company based in Pennsylvania. In addition, wealth assets under administration or management amount to $9.0 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.

National Penn's financial services affiliates consist of National Penn Wealth Management, N.A., including its National Penn Investors Trust Company division; National Penn Capital Advisors, Inc.; Institutional Advisors LLC; National Penn Insurance Services Group, Inc., including its Higgins Insurance division; 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.

Statement Regarding Non-GAAP Financial Measures:

This release contains supplemental financial information determined by methods other than in accordance with Accounting Principles Generally Accepted in the United States of America ("GAAP"). National Penn's management uses these non-GAAP measures in its analysis of National Penn's performance. One such measure, annualized return on average tangible equity, excludes the average balance of acquisition-related goodwill and intangibles in determining average tangible shareholders' equity. Banking and financial institution regulators also exclude goodwill and intangibles from shareholders' equity when assessing the capital adequacy of a financial institution. The other such measure, core net income (or core earnings), excludes the effects of non-cash, after-tax unrealized gains and losses. Management believes the presentation of these financial measures excluding the impact of the specified items provides useful supplemental information that is essential to a proper understanding of the financial results of National Penn. In the case of annualized return on average tangible equity, it provides a method to assess management's success in utilizing the company's tangible capital. In the case of core net income (or core earnings), it provides a method to assess earnings performance, which excludes discretionary and/or infrequently occurring items. This disclosure should not be viewed as a substitute for results determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Cautionary Statement Regarding Forward-Looking Information:

This release 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," "could," "plan,'' "goal," "potential," "pro forma," "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: increased capital requirements and other requirements or actions mandated by National Penn's regulators, National Penn's inability to meet the requirements of the memorandum of understanding or the individual minimum capital ratio requirements issued by its primary regulator, National Penn's inability to successfully implement its "self-improvement plan", National Penn's ability to raise capital and maintain capital levels, variations in interest rates, continued deterioration in the credit quality of certain loans, the effect of credit risk exposure, declines in the value of National Penn's assets and the effect of any resulting impairment charges, recent and ongoing changes to the state and federal regulatory schemes under which National Penn and other financial services companies operate, competition from other financial institutions, interruptions or breaches of National Penn's security systems, and the development and maintenance of National Penn's information technology. These risks and others are described in greater detail 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.



    National Penn Bancshares, Inc.                                    
                                                                      
    Exchange Listing Nasdaq "NPBC"                                    
                                                                      
    Financial Highlights (unaudited)                                  
    (Dollars in thousands, except per share data)                     
                                     Three Months Ended December 31,  
                                           2009        2008  % Change 
    -----------------------                ----        ----  -------- 
    STATEMENTS OF CONDITION                                           
    -----------------------                                           
    Total assets                                                      
    Investment securites                                              
    Loans and leases                                                  
    Deposits                                                          
    Short-term borrowings                                             
    Long-term borrowings                                              
    Shareholders' equity                                              
    Book value per share                                              
    Common Book value per share                                       
    ---------------------------                                       
    EARNINGS                                                          
    --------                           --------    --------    ------ 
    Total interest income              $103,948    $115,613    -10.09%
    Total interest expense               36,503      52,515    -30.49%
    ----------------------               ------      ------    ------ 
    Net interest income                 $67,445      63,098      6.89%
    Provision for loan and lease                                      
     losses                              47,000      18,500    154.05%
    ----------------------------         ------      ------    ------ 
    Net interest income after provision                               
      for loan and lease losses         $20,445      44,598    -54.16%
    Other income                         26,247     (46,204)  -156.81%
    Other expenses                      337,119      59,704    464.65%
    --------------                      -------      ------    ------ 
    Income (loss) before income                                       
     taxes                            ($290,427)    (61,310)   373.70%
    Income taxes                         (9,227)    (25,546)   -63.88%
    Net income (loss)                  (281,200)    (35,764)   686.26%
    -----------------                  --------     -------    ------ 
    Preferred dividends/accretion                                     
     of preferred discount               (2,095)       (417)   402.40%
    Net income (loss) available to                                    
     common shareholders              ($283,295)   ($36,181)   682.99%
    ==============================    =========    ========    ====== 
                                                                      
    ------------------                                                
    PERFORMANCE RATIOS                                                
    ------------------                     ----        ----  ---------
    Net yield on earning assets            3.29%       3.33%    -0.95%
    Return on average assets             -11.41%      -1.53%   646.97%
    Return on average total                                           
     shareholders' equity                -82.16%     -13.20%   522.40%
    Return on average total                                           
     tangible equity (1)                -144.25%     -28.83%   400.37%
                                                                      
    ---------                                                         
    PER SHARE                                                         
    ---------                            ------      ------    ------ 
    Basic earnings available to                                       
     common shareholders                 $(2.25)     ($0.45)   400.84%
    Diluted earnings available to                                     
     common shareholders                  (2.25)      (0.45)   400.84%
    Dividends per common share             0.01        0.17    -94.12%
    Average shares - basic          125,697,822  79,341,618     58.43%
    Average shares - diluted        125,697,822  79,341,618     58.43%
    ------------------------        -----------  ----------     ----- 
                                                                      
    -------------------------------                                   
    (1) Reconciliation Tables for Non-GAAP Financial Measures         
                                                                      
             Return on average                                        
              shareholders' equity       -82.16%     -13.20%          
             Effect of goodwill and                                   
              intangibles                -62.08%     -15.62%          
                                         ------      ------           
             Return on average tangible                                   
              equity                    -144.25%     -28.82%          
                                        =======      ======           
          Average tangible equity
           excludes acquisition related
           average goodwill and 
           intangibles:            
             Average shareholders'                                    
              equity                 $1,357,801  $1,077,773           
             Average goodwill and                                     
              intangibles              (584,375)   (584,221)          
                                       --------    --------           
             Average total tangible                                   
              equity                   $773,426    $493,552           
                                       ========    ========           
                                                                      
                                                                      
          Net Income available to
           common shareholders        $(283,295)   $(36,181)          
            After tax goodwill
             impairment charge          275,000           -           
            After tax other than 
             temporary impairment                
             charge on investments        1,407      51,672           
            After tax (gain) loss on                                   
             investment securities         (188)         (8)          
            After tax unrealized fair
             market value (gain) loss on    
              NPB Capital Trust II 
               Preferred Securities      (2,385)     (4,243)          
            After tax fraud loss              -       2,925           
            After tax insurance proceeds      -           -           
            After tax FDIC special                                   
             assessment                       -           -           
            After tax (gain) loss on sale                              
             of wealth unit                (797)          -           
            After tax (gain) loss on sale                             
             of SNC loans                 3,921           -           
            After tax SERP accrual        1,300           -           
                                          -----          --           
         Core net income (loss)                                       
          available to common                                         
          shareholders                  $(5,037)    $14,165           
                                        =======     =======           
                                                                      
          Earnings per share             $(2.25)     $(0.45)          
            After tax goodwill impairment                             
             charge                        2.19           -           
             After tax other than
              temporary impairment                
              charge on investments        0.01        0.65           
            After tax (gain) loss on                                   
             investment securities            -           -           
             After tax unrealized fair 
              market value (gain) loss on    
               NPB Capital Trust II 
                Preferred Securities      (0.02)      (0.05)          
             After tax fraud loss             -        0.04           
             After tax insurance proceeds     -           -           
             After tax FDIC special                                   
              assessment                      -           -           
             After tax (gain) loss on sale                                
              of wealth unit              (0.01)          -           
             After tax (gain) loss on sale                                 
              of SNC loans                 0.03           -           
             After tax SERP accrual        0.01           -           
                                           ----          --           
         Core net income (loss)                                       
          available to common                                         
          shareholders                   $(0.04)      $0.18           
                                         ======       =====           
                                                                      
                                                                      
                                                                      
                                     Twelve Months Ended December 31, 
                                           2009        2008  % Change 
    -----------------------                ----        ----  -------- 
    STATEMENTS OF CONDITION                                           
    -----------------------          ----------  ----------      ---- 
    Total assets                     $9,483,910  $9,403,431      0.86%
    Investment securites              2,180,541  $1,919,889     13.58%
    Loans and leases                  6,024,501   6,315,874     -4.61%
    Deposits                          6,738,852   6,389,886      5.46%
    Short-term borrowings               744,223     651,307     14.27%
    Long-term borrowings                889,211   1,083,963    -17.97%
    Shareholders' equity              1,069,468   1,179,995     -9.37%
    Book value per share                   8.51       14.62    -41.80%
    Common Book value per share            7.33       12.83    -42.87%
    ---------------------------            ----       -----    ------ 
    EARNINGS                                                          
    --------                           --------    --------     ----- 
    Total interest income              $421,143    $466,236     -9.67%
    Total interest expense              168,634     213,498    -21.01%
    ----------------------              -------     -------    ------ 
    Net interest income                $252,509     252,738     -0.09%
    Provision for loan and lease                                      
     losses                             154,025      32,497    373.97%
    ----------------------------        -------      ------    ------ 
    Net interest income after provision                               
      for loan and lease losses         $98,484     220,241    -55.28%
    Other income                         (1,520)     22,758   -106.68%
    Other expenses                      508,616     216,531    134.89%
    --------------                      -------     -------    ------ 
    Income (loss) before income                                       
     taxes                             (411,652)     26,468  -1655.28%
    Income taxes                        (63,613)     (5,803)   996.24%
    Net income (loss)                  (348,039)     32,271  -1178.49%
    -----------------                  --------      ------  -------- 
    Preferred dividends/accretion                                     
     of preferred discount               (8,340)       (417)  1900.00%
    Net income (loss) available to                                    
     common shareholders              ($356,379)    $31,854  -1218.79%
    ==============================    =========     =======  ======== 
                                                                      
    ------------------                                                
    PERFORMANCE RATIOS                                                
    ------------------                     ----        ----     ----- 
    Net yield on earning assets            3.18%       3.47%    -8.41%
    Return on average assets              -3.59%       0.36% -1088.11%
    Return on average total                                           
     shareholders' equity                -27.92%       3.28%  -950.15%
    Return on average total                                           
     tangible equity (1)                 -52.94%       7.51%  -804.64%
                                                                      
    ---------                                                         
    PER SHARE                                                         
    ---------                            ------       -----   ------- 
    Basic earnings available to                                       
     common shareholders                 $(3.61)      $0.42   -962.54%
    Diluted earnings available to                                     
     common shareholders                  (3.61)       0.42   -968.83%
    Dividends per common share             0.28        0.68    -59.00%
    Average shares - basic           98,818,526  76,185,375     29.71%
    Average shares - diluted         98,818,526  76,740,859     28.77%
    ------------------------         ----------  ----------     ----- 
                                                                      
    -------------------------------                                   
    (1) Reconciliation Tables for Non-GAAP Financial Measures         
                                                                      
             Return on average                                        
              shareholders' equity       -27.92%       3.28%          
             Effect of goodwill and                                   
              intangibles                -25.02%       4.23%          
                                         ------        ----           
             Return on average tangible                                   
              equity                     -52.94%       7.51%          
                                         ======        ====           
          Average tangible equity
           excludes acquisition                
           related average goodwill
           and intangibles:            
             Average shareholders'                                    
              equity                 $1,246,537    $982,619           
             Average goodwill and                                     
              intangibles              (589,133)   (553,098)          
                                       --------    --------           
             Average total tangible                                   
              equity                   $657,405    $429,521           
                                       ========    ========           
                                                                      
                                                                      
          Net Income available to
           common shareholders        $(356,379)    $31,854           
            After tax goodwill 
             impairment charge          275,000           -           
            After tax other than 
             temporary impairment                
              charge on investments      66,164      64,672           
            After tax (gain) loss on                                   
             investment securities        1,858        (437)          
            After tax unrealized fair 
             market value (gain) loss on    
             NPB Capital Trust II 
             Preferred Securities         2,878      (7,811)          
            After tax fraud loss             -       2,925           
            After tax insurance                                      
             proceeds                    (2,618)          -           
            After tax FDIC special                                   
             assessment                   3,006           -           
            After tax (gain) loss on sale                                   
             of wealth unit                (797)          -           
            After tax (gain) loss on sale                                   
             of SNC loans                 3,921           -           
            After tax SERP accrual        1,300           -           
                                          -----          --           
         Core net income (loss)                                       
          available to common                                         
          shareholders                  $(5,667)    $91,203           
                                        =======     =======           
                                                                      
          Earnings per share             $(3.61)      $0.42           
            After tax goodwill impairment                                   
             charge                        2.78           -           
             After tax other than
              temporary impairment                
              charge on investments        0.67        0.84           
            After tax (gain) loss on                                   
             investment securities         0.02       (0.01)          
             After tax unrealized fair
              market value (gain) loss on    
              NPB Capital Trust II 
              Preferred Securities         0.03       (0.10)          
             After tax fraud loss             -        0.04           
             After tax insurance                                      
              proceeds                    (0.03)          -           
             After tax FDIC special                                   
              assessment                   0.03           -           
             After tax (gain) loss on sale                                
              of wealth unit              (0.01)          -           
             After tax (gain) loss on sale                                 
              of SNC loans                 0.04           -           
             After tax SERP accrual        0.01           -           
                                           ----          --           
         Core net income (loss)                                       
          available to common                                         
          shareholders                   $(0.06)      $1.19           
                                         ======       =====




    Financial Update for NATL PENN BCSHS (NPBC) FOR 12/31/09                
                                                                            
                        PAGE:  1 OF 5    AS OF        AS OF        AS OF    
    BALANCE SHEET - ASSETS ($000s)     12/31/2009   9/30/2009    6/30/2009  
                                      (unaudited)  (unaudited)  (unaudited) 
      Cash & Cash Equivalents            $603,257     $400,191     $348,371 
                                         --------     --------     -------- 
      Held to Maturity Securities         601,923      612,214      653,184 
                                          -------      -------      ------- 
      Securities Available for Sale     1,578,618    1,636,023    1,504,155 
                                        ---------    ---------    --------- 
      Total Securities                  2,180,541    2,248,237    2,157,339 
                                        ---------    ---------    --------- 
      Total Cash and Securities         2,783,798    2,648,428    2,505,710 
                                        ---------    ---------    --------- 
      Loans & Leases Held for Sale         18,028        9,279       23,326 
                                           ------        -----       ------ 
      Loans & Leases Held for                                               
       Investment                       6,006,473    6,190,405    6,283,523 
                                        ---------    ---------    --------- 
      Total Loans and Leases            6,024,501    6,199,684    6,306,849 
                                        ---------    ---------    --------- 
      Loan and Lease Loss Reserve        (146,271)    (125,490)     (98,313)
                                         --------     --------      ------- 
      Premises and Equipment, net         112,744      113,712      114,635 
                                          -------      -------      ------- 
      Premises Held for Sale                  812          812          812 
                                              ---          ---          --- 
      Bank Owned Life Insurance           198,131      197,132      196,001 
                                          -------      -------      ------- 
      Goodwill                            281,624      555,789      555,964 
                                          -------      -------      ------- 
      Other Intangibles                    30,943       32,854       33,654 
                                           ------       ------       ------ 
      Total Intangible Assets             312,567      588,643      589,618 
                                          -------      -------      ------- 
      Unconsolidated Investments                                            
       Under the Equity Method             12,821       11,718       13,279 
                                           ------       ------       ------ 
      Other Real Estate Owned and                                           
       Repossessed Assets                   4,208          826        1,359 
                                            -----          ---        ----- 
      Other Assets                        180,599      104,845      127,963 
                                          -------      -------      ------- 
      Total Assets                     $9,483,910   $9,740,310   $9,757,913 
                                       ==========   ==========   ========== 
                                                                            
    BALANCE SHEET - LIABILITIES ($000s)                                     
      Interest-bearing Deposits        $5,985,202   $6,080,203   $6,070,056 
                                       ----------   ----------   ---------- 
      Noninterest-bearing Deposits        753,650      718,459      741,598 
                                          -------      -------      ------- 
      Borrowings                        1,501,027    1,414,817    1,525,578 
                                        ---------    ---------    --------- 
      Subordinated Debt (Trust                                              
       Preferred Securities)              132,407      136,076      129,827 
                                          -------      -------      ------- 
      Other Liabilities                    42,156       30,649       74,231 
                                           ------       ------       ------ 
      Total Liabilities                $8,414,442   $8,380,204   $8,541,290 
                                       ==========   ==========   ========== 
                                                                            
    BALANCE SHEET - EQUITY ($000s)                                          
      Preferred Stock                    $147,920     $144,738     $144,517 
                                         --------     --------     -------- 
      Common Stock                      1,225,636    1,227,032    1,072,921 
                                        ---------    ---------    --------- 
      Retained (Deficit) Earnings        (302,121)     (16,908)      52,143 
                                         --------      -------       ------ 
      Accumulated Other                                                     
       Comprehensive income (loss)         (1,967)       5,244      (52,958)
                                           ------        -----      ------- 
        Treasury Stock                          -            -            - 
                                               --           --           -- 
      Total Shareholders Equity        $1,069,468   $1,360,106   $1,216,623 
                                       ==========   ==========   ========== 
                                                                            
    MEMO ITEMS                                                              
      Held to Maturity Securities                                           
       (Fair Value)                      $603,915     $635,398     $618,282 
                                         --------     --------     -------- 
      Common Book Value Per Share           $7.33        $9.67       $11.23 
                                            -----        -----       ------ 
      Total Book Value Per Share            $8.51       $10.82       $12.74 
                                            -----       ------       ------ 
      Tangible Common Book Value Per                                        
       Share                                $4.84        $4.99        $5.05 
                                            -----        -----        ----- 
      Tangible Total Book Value Per                                         
       Share                                $6.02        $6.14        $6.57 
                                            -----        -----        ----- 
      EOP Common Shares Outstanding                                         
       (excluding Treasury shares)    125,713,668  125,658,738   95,507,091 
                                      -----------  -----------   ---------- 
      Treasury Shares Held By                                               
       Company                                  -            -            - 
                                               --           --           -- 
      Common Stock Dividends (total                                         
       $ in period)                        $1,257       $4,085       $4,199 
                                           ------       ------       ------ 
      Dividends per Common Share          $0.0100      $0.0500      $0.0500 
                                          -------      -------      ------- 
      Number of Shares to be                                                
       Repurchased in Plans                     -            -            - 
                                               --           --           -- 
      Number of Shares Repurchased                                          
       During Period                            -            -            - 
                                               --           --           -- 
      Average Price of Repurchased                                          
       Shares                                  $-           $-           $- 
                                               --           --           -- 
                                                                            
                                                                            
                                                                            
                        PAGE:  1 OF 5    AS OF        AS OF                 
    BALANCE SHEET - ASSETS ($000s)     3/31/2009    12/31/2008              
                                      (unaudited)  (unaudited)              
      Cash & Cash Equivalents            $389,024     $195,830              
                                         --------     --------              
      Held to Maturity Securities         299,645      326,090              
                                          -------      -------              
      Securities Available for Sale     1,614,393    1,593,799              
                                        ---------    ---------              
      Total Securities                  1,914,038    1,919,889              
                                        ---------    ---------              
      Total Cash and Securities         2,303,062    2,115,719              
                                        ---------    ---------              
      Loans & Leases Held for Sale         17,806        3,605              
                                           ------        -----              
      Loans & Leases Held for                                               
       Investment                       6,347,246    6,312,269              
                                        ---------    ---------              
      Total Loans and Leases            6,365,052    6,315,874              
                                        ---------    ---------              
      Loan and Lease Loss Reserve         (86,273)     (84,006)             
                                          -------      -------              
      Premises and Equipment, net         116,885      119,924              
                                          -------      -------              
      Premises Held for Sale                  812        3,768              
                                              ---        -----              
      Bank Owned Life Insurance           194,883      193,811              
                                          -------      -------              
      Goodwill                            556,031      558,252              
                                          -------      -------              
      Other Intangibles                    35,557       37,496              
                                           ------       ------              
      Total Intangible Assets             591,588      595,748              
                                          -------      -------              
      Unconsolidated Investments                                            
       Under the Equity Method             12,966       11,874              
                                           ------       ------              
      Other Real Estate Owned and                                           
       Repossessed Assets                   1,862        1,552              
                                            -----        -----              
      Other Assets                        132,205      129,167              
                                          -------      -------              
      Total Assets                     $9,633,042   $9,403,431              
                                       ==========   ==========              
                                                                            
    BALANCE SHEET - LIABILITIES ($000s)                                     
      Interest-bearing Deposits        $5,929,420   $5,596,617              
                                       ----------   ----------              
      Noninterest-bearing Deposits        730,814      793,269              
                                          -------      -------              
      Borrowings                        1,584,684    1,607,290              
                                        ---------    ---------              
      Subordinated Debt (Trust                                              
       Preferred Securities)              129,877      127,980              
                                          -------      -------              
      Other Liabilities                    82,145       98,280              
                                           ------       ------              
      Total Liabilities                $8,456,940   $8,223,436              
                                       ==========   ==========              
                                                                            
    BALANCE SHEET - EQUITY ($000s)                                          
      Preferred Stock                    $144,297     $144,076              
                                         --------     --------              
      Common Stock                      1,019,548    1,003,110              
                                        ---------    ---------              
      Retained (Deficit) Earnings          65,765       65,194              
                                           ------       ------              
      Accumulated Other                                                     
       Comprehensive income (loss)        (53,508)     (32,385)             
                                          -------      -------              
        Treasury Stock                          -            -              
                                               --           --              
      Total Shareholders Equity        $1,176,102   $1,179,995              
                                       ==========   ==========              
                                                                            
    MEMO ITEMS                                                              
      Held to Maturity Securities                                           
       (Fair Value)                      $271,423     $284,608              
                                         --------     --------              
      Common Book Value Per Share          $12.43       $12.83              
                                           ------       ------              
      Total Book Value Per Share           $14.17       $14.62              
                                           ------       ------              
      Tangible Common Book Value Per                                        
       Share                                $5.30        $5.45              
                                            -----        -----              
      Tangible Total Book Value Per                                         
       Share                                $7.04        $7.24              
                                            -----        -----              
      EOP Common Shares Outstanding                                         
       (excluding Treasury shares)     83,005,701   80,731,751              
                                       ----------   ----------              
      Treasury Shares Held By                                               
       Company                                  -            -              
                                               --           --              
      Common Stock Dividends (total                                         
       $ in period)                       $13,800      $13,805              
                                          -------      -------              
      Dividends per Common Share          $0.1700      $0.1725              
                                          -------      -------              
      Number of Shares to be                                                
       Repurchased in Plans                     -            -              
                                               --           --              
      Number of Shares Repurchased                                          
       During Period                            -            -              
                                               --           --              
      Average Price of Repurchased                                          
       Shares                                  $-           $-              
                                               --           --



    Financial Update for NATL PENN BCSHS (NPBC) FOR 12/31/09               
          PAGE:  2 OF 5                                                    
                            FOR          FOR          FOR          FOR     
                          QUARTER      QUARTER      QUARTER      QUARTER   
                           ENDED        ENDED        ENDED        ENDED    
    INCOME STATEMENT                                                       
     ($000s)             12/31/2009   9/30/2009    6/30/2009    3/31/2009  
                        (unaudited)  (unaudited)  (unaudited)  (unaudited) 
      Interest Income      $103,948     $105,385     $105,848     $105,962 
                           --------     --------     --------     -------- 
      Interest Expense       36,503       40,042       44,768       47,321 
                             ------       ------       ------       ------ 
      Net Interest                                                         
       Income                67,445       65,343       61,080       58,641 
                             ------       ------       ------       ------ 
      Provision for                                                        
       Loan and Lease                                                      
       Losses                47,000       52,000       37,500       17,525 
                             ------       ------       ------       ------ 
      Net Interest                                                         
       Income after                                                        
       Provision for                                                       
       Loan and Lease                                                      
       Losses                20,445       13,343       23,580       41,116 
                             ------       ------       ------       ------ 
      Wealth                                                               
       Management                                                          
       Income                 7,406        7,670        7,232        6,615 
                              -----        -----        -----        ----- 
      Service Charges                                                      
       on Deposits            6,141        6,247        6,071        5,800 
                              -----        -----        -----        ----- 
      Cash Management                                                      
       and Electronic                                                      
       Banking Fees           4,237        4,041        3,995        3,648 
                              -----        -----        -----        ----- 
      Mortgage Banking                                                     
       Income                 1,337        1,884        2,834        2,420 
                              -----        -----        -----        ----- 
      Insurance                                                            
       Commissions and                                                     
       Fees                   3,970        3,771        4,016        3,957 
                              -----        -----        -----        ----- 
      Bank Owned Life                                                      
       Insurance Income       1,441        1,131        1,275        1,072 
                              -----        -----        -----        ----- 
      Equity in                                                            
       Unconsolidated                                                      
       Investments            1,706         (525)         314        1,091 
                              -----         ----          ---        ----- 
      Net gains                                                            
       (losses) from                                                       
       Fair Value                                                          
       changes                3,669       (6,249)          51       (1,898)
                              -----       ------           --       ------ 
      Net gains                                                            
       (losses)on                                                          
       Investment                                                          
       Securities               289         (863)           -       (2,284)
                                ---         ----           --       ------ 
      Total Impairment                                                     
       Losses on                                                           
       Investment                                                          
       Securities            (2,165)     (84,704)      (7,136)      (7,785)
                             ------      -------       ------       ------ 
      Non Credit-                                                          
       related                                                             
       Impairment on                                                       
       Securities not                                                      
       Expected to be                                                      
       Sold                       -            -            -            - 
                                 --           --           --           -- 
      Net Impairment                                                       
       Losses on                                                           
       Investment                                                          
       Securities            (2,165)     (84,704)      (7,136)      (7,785)
                             ------      -------       ------       ------ 
      Other Non-                                                           
       Interest Income       (1,784)       3,315        2,659        2,568 
                             ------        -----        -----        ----- 
      Total Non-                                                           
       Interest Income                                                     
       (Loss)                26,247      (64,282)      21,311       15,204 
                             ------      -------       ------       ------ 
      Salaries, Wages                                                      
       and Employee                                                        
       Benefits              30,864       30,505       32,249       32,017 
                             ------       ------       ------       ------ 
      Net Premises and                                                     
       Equipment                                                           
       Expense                7,962        8,104        7,335        8,598 
                              -----        -----        -----        ----- 
      Amortization of                                                      
       Intangibles            1,912        1,899        1,903        1,940 
                              -----        -----        -----        ----- 
      Goodwill                                                             
       Impairment           275,000            -            -            - 
                            -------           --           --           -- 
      Other Non-                                                           
       Interest Expense      21,381       15,672       16,540       14,138 
                             ------       ------       ------       ------ 
      FDIC Insurance                                                       
       special                                                             
       assessment                 -            -        4,625            - 
                                 --           --        -----           -- 
      Fraud Expense                                                        
       (Recovery)                 -       (4,028)           -            - 
                                 --       ------           --           -- 
      Total Non-                                                           
       Interest                                                            
       Expense              337,119       52,152       62,652       56,693 
                            -------       ------       ------       ------ 
      Net Income                                                           
       (Loss) Before                                                       
       Taxes               (290,427)    (103,091)     (17,761)        (373)
                           --------     --------      -------         ---- 
      Income Tax                                                           
       (Benefit)                                                           
       Expense               (9,227)     (40,000)     (10,213)      (4,173)
                             ------      -------      -------       ------ 
      Net Income                                                           
       (Loss)              (281,200)     (63,091)      (7,548)       3,800 
                           --------      -------       ------        ----- 
      Preferred                                                            
       dividends/                                                          
       accretion of                                                        
       preferred                                                           
       discount              (2,095)      (2,096)      (2,095)      (2,054)
                             ------       ------       ------       ------ 
      Net Income                                                           
       (Loss) available                                                    
       to Common                                                           
       Shareholders       $(283,295)    $(65,187)     $(9,643)      $1,746 
                          =========     ========      =======       ====== 
                                                                           
                            -------      -------      -------      ------- 
      Net Interest                                                         
       Income (FTE)         $73,007      $70,972      $66,777      $64,437 
                            -------      -------      -------      ------- 
                                                                           
    EARNINGS PER SHARE:                                                    
                                                                           
      Basic earnings                                                       
       (loss)                $(2.24)      $(0.63)      $(0.09)       $0.05 
                             ------       ------       ------        ----- 
      Basic earnings                                                       
       (loss) available                                                    
       to common                                                           
       shareholders          $(2.25)      $(0.65)      $(0.11)       $0.02 
                             ------       ------       ------        ----- 
      Diluted earnings                                                     
       (loss)                $(2.24)      $(0.63)      $(0.09)       $0.05 
                             ------       ------       ------        ----- 
      Diluted earnings                                                     
       (loss) available                                                    
       to common                                                           
       shareholders          $(2.25)      $(0.65)      $(0.11)       $0.02 
                             ------       ------       ------        ----- 
      Average Shares                                                       
       Basic            125,697,822  100,064,355   87,415,723   81,497,806 
                        -----------  -----------   ----------   ---------- 
      Average Shares                                                       
       Diluted          125,697,822  100,064,355   87,415,723   81,891,272 
                        -----------  -----------   ----------   ---------- 
                                                                           
    SUPPLEMENTAL DATA ($000s)                                              
      Return on Avg.                                                       
       Assets                                                              
       (annualized)          -11.41%       -2.57%       -0.31%        0.16%
                             ------        -----        -----         ---- 
      Return on                                                            
       Avg.Total Equity                                                    
       (annualized)          -82.16%      -20.01%       -2.52%        1.31%
                             ------       ------        -----         ---- 
      Return on Avg.                                                       
       Common Equity                                                       
       (annualized)          -91.98%      -22.63%       -2.87%        1.49%
                             ------       ------        -----         ---- 
      Return on Avg.                                                       
       Total Tangible                                                      
       Equity                                                              
       (annualized)         -144.25%      -37.82%       -4.97%        2.64%
                            -------       ------        -----         ---- 
      Return on Avg.                                                       
       Common Tangible                                                     
       Equity                                                              
       (annualized)         -177.50%      -48.40%       -6.52%        3.51%
                            -------       ------        -----         ---- 

    Reconciliation Table for Non-GAAP Financial Measures                
                                                                        
      Return on average                                                 
       total shareholders'                                                
       equity                -82.16%     -20.01%      -2.52%       1.31%
      Effect of goodwill                                                
       and intangibles       -62.08%     -17.81%      -2.45%       1.33%
                             ------      ------       -----        ---- 
      Return on average                                                 
       total tangible                                                   
       equity               -144.25%     -37.82%      -4.97%       2.64%
          Average total tangible equity excludes acquisition related average
           goodwill and intangibles:                                    
      Average total                                                     
       shareholders'                                                    
       equity            $1,357,801  $1,250,619  $1,199,198  $1,176,494 
      Average goodwill