0000950159-05-001040 Sample Contracts

AGREEMENT
Merger Agreement • September 7th, 2005 • National Penn Bancshares Inc • National commercial banks • Pennsylvania

THIS AGREEMENT, dated as of September 6, 2005 ("Agreement"), is made by and between NATIONAL PENN BANCSHARES, INC., a Pennsylvania corporation ("NPB"), and NITTANY FINANCIAL CORP., a Pennsylvania corporation ("NFC").

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FORM OF LETTER AGREEMENT] September 6, 2005
Merger Agreement • September 7th, 2005 • National Penn Bancshares Inc • National commercial banks

National Penn Bancshares, Inc. ("NPB") and Nittany Financial Corp. ("NFC") are considering entering into a Merger Agreement dated September 6, 2005 (the "Agreement").

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