11,565,072 shares NATIONAL PENN BANCSHARES, INC. Common Stock, no par value UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2015 • National Penn Bancshares Inc • National commercial banks • New York
Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), and Warburg Pincus X Partners, L.P. a Delaware limited partnership (“WP Partners,” and together with WP X, “Warburg Pincus”) propose to sell, respectively, the amount of shares (collectively, the “Stock”) of common stock, no par value per share (the “Common Stock”), of National Penn Bancshares, Inc., a Pennsylvania corporation (the “Company”), set forth opposite its name in Schedule 1 hereto. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from WP X and WP Partners by J.P. Morgan Securities LLC (“Underwriter”).
