X0202 4 2005-12-30 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001145522 BORNEMAN J RALPH JR PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 0 0 0 Common Stock 2005-12-30 5 J 0 E 8443.0368 0 A 40466.3806 D Phantom Stock 2005-12-30 4 A 0 4362.3389 0 A Common Stock 4362.3389 15395.3714 D Includes 200.8361 phantom stock units acquired upon reinvestment of dividend accrued on phantom stock units under the Directors' Fee Plan: 86.0443 on 8/17/05 and 114.7918 on 11/17/05. Because the Company has a dividend reinvestment plan available to substantially all of its shareholders on terms similar to the dividend reinvestment feature of the Directors' Fee plan, the acquisition of phantom stock units with reinvested dividends is exempt from line item reporting under SEC Rule 16a-11. Also includes 2,779.7692 shares acquired pursuant to the Company's payment of a five-for-four stock split declared August 24, 2005 and paid on September 30, 2005. The phantom stock units were accrued under the National Penn Bancshares, Inc. Directors' Fee Plan and are to be settled in National Penn Bancshares, Inc. common stock upon the reporting person's retirement as a director or reaching the age of 65, as elected by such person. 1 for 1 Includes 562.2832 shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan; 243.4206 on August 17, and 318.8626 on November 17, 2005. Also includes 7,880.7536 shares acquired pursuant to the Company's payment of a 5-for-4 stock split declared on August 24, 2005 and paid on September 30, 2005. Teresa D. Steuer/Sandra L. Spayd, POA 2006-01-04