X0202 4 2007-01-24 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001145545 YATRON STRATTON D PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 0 0 0 Common Stock 2006-09-30 5 J 0 E 307.2852 0 A 10557.7062 D Common Stock 2007-01-24 4 A 0 275 0 A 10832.7062 D Common Stock 2007-01-24 5 J 0 E 1.6212 0 A 10834.3274 D Common Stock 2007-01-24 5 D 0 E 70 0 D 10764.3274 D Common Stock 2006-09-30 5 J 0 E 117 0 A 4023.25 I Son (Stratton Andrew) Trust Common Stock 2006-09-30 5 J 0 E 93 0 A 3218 I Son (Thomas Ian) Trust Phantom Stock 2007-01-24 5 J 0 E 334.7755 0 A Common Stock 334.7755 5529.8444 D Includes 174.9981 phantom stock units acquired upon reinvestment of dividend accrued on phantom stock units under the Directors' Fee Plan: 41.2030 on 2/17/06; 44.7777 on 5/17/06, 44.8630 on 8/17/06, and 44.1544 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 159.7774 shares acquired pursuant to the Company's payment of a 3% stock dividend declared August 23, 2006 and paid on September 30, 2006. 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. Shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan. Shares acquired pursuant to the Company's payment of a 3% stock dividend declared August 23, 2006 and paid September 30, 2006. Performance-restricted restricted stock or restricted stock units (RSU's) issued under the Long-Term Incentive Compensation Plan. To the extent performance goals and time restrictions are met, the restricted stock or the RSU's will vest. In the case of RSU's, 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. 1 for 1 Teresa D. Steuer/Sandra L. Spayd, POA 2007-01-26