PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.)
Entity Number
_X_ Business Corporation (ss. 1915)
0748548 ___ Nonprofit Corporation (ss. 5915)
Name
Ellsworth, Carlton, Mixell & Waldman, P.C. Document will be returned to
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Address enter to the left.
1105 Berkshire Boulevard, Suite 320
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City State Zip Code
Wyomissing, PA 19610
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Filed in the Department of State on __________________
Fee: $52
______________________________________________________
Secretary of the Commonwealth
In compliance with the requirements of the applicable provisions
(relating to articles of amendment), the undersigned, desiring to amend its
articles, hereby states that:
1. The name of the corporation is:
National Penn Bancshares, Inc.
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) Number and Street City State Zip County
Philadelphia and Reading Avenues, Boyertown, Pennsylvania 19512 Berks
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(b) Name of Commercial Registered Office Provider County
c/o N/A
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3. The statute by or under which it was incorporated:
Act of May 5, 1933, P.L. 364, as amended
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4. The date of its incorporation:
January 28, 1982
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5. Check, and if appropriate complete, one of the following:
_X_ The amendment shall be effective upon filing these Articles of Amendment in
the Department of State.
___ The amendment shall be effective on: ___________ at ____________
Date Hour
6. Check one of the following:
___ The amendment was adopted by the shareholders or members pursuant to 15
Pa.C.S. ss.1914(a) and (b) or ss.5914(a).
_X_ The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. ss.1914(c) or ss.5914(b).
7. Check, and if appropriate, complete one of the following:
___ The amendment adopted by the corporation, set forth in full, is as follows
_X_ The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.
8. Check if the amendment restates the Articles:
___ The restated Articles of Incorporation supersede the original articles and
all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned
corporation has caused these Articles of
Amendment to be signed by a duly authorized
officer thereof this 24th day of April, 2002.
National Penn Bancshares, Inc.
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Name of Corporation
/s/ Wayne R. Weidner
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Signature
Chairman, President and Chief Executive Officer
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Title
EXHIBIT "A"
Article Eleventh is added to the Articles of Incorporation of National
Penn Bancshares, Inc. to read in its entirety as follows:
Eleventh. Any or all classes and series of shares, or any part
thereof, of the Corporation may be uncertificated shares to the
extent determined by the Board of Directors of the Corporation
from time to time; however, in no event shall any shares
represented by a certificate be deemed uncertificated until the
certificate is surrendered to the Corporation.