X0202 4 2006-12-29 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001145534 KROTT FREDERICK P PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 0 0 0 Common Stock 2006-12-29 5 J 0 E 405.9167 0 A 9619.2467 D Phantom Stock 2006-12-29 4 A 0 1599.825 20.256 A Common Stock 1599.825 9098.7496 D 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. Includes 126.4019 phantom stock units acquired upon reinvestment of dividend accrued on phantom stock units under the Directors' Fee Plan: 63.7040 on 8/17/06 and 62.6979 on 11/17/06. 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 226.8789 shares acquired pursuant to the Company's payment of a 3% stock dividend declared August 23, 2006 and paid on September 30, 2006. Includes 127.7754 shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan; 59.82 on August 17, and 67.9554 on November 17, 2006. Also includes 278.1413 shares acquired pursuant to the Company's payment of a 3% stock dividend declared on August 23, 2006 and paid on September 30, 2006. 1 for 1 Teresa D. Steuer/Sandra L. Spayd, POA 2007-01-03