X0202 4 2006-01-25 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001321434 Byers Robert L PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 0 0 0 Common Stock 2006-01-25 5 J 0 E 32223.75 0 A 161118.75 D Common Stock 2006-01-25 4 A 0 1100 0 A 162218.75 D Common Stock 2006-01-25 4 A 0 800 0 A 163018.75 D Restrcited stock units issued under the Long-Term Incentive Compensation Plan, which will be issued as shares of National Penn common stock upon the reporting person's termination of service as a director. Shares acquired pursuant to the Company's payment of a five-for-four stock split declared August 24, 2005 and paid September 30, 2005. Performance-restricted restricted stock units issued under the Long-Term Incentive Compensation Plan. To the extent performance goals and time restrictions are met, shares of National Penn common stock will be issued upon the reporting person's termination of service as a director. To the extent the performance goals and time restrictions are not met, the award will lapse. Sandra L. Spayd/Teresa D. Steuer 2006-01-27