X0303 4 2008-12-31 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001145539 RIGG ROBERT E PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 Common Stock 2008-12-31 4 J 0 80.134 0 A 547317.5522 D Common Stock 0 I Profit Sharing Plan Common Stock 11444 I Spouse Phantom Stock 2008-12-31 4 A 0 2696.9237 14.259 A Common Stock 2696.9237 19429.5308 D 1 for 1 Includes phantom stock units acquired upon "reinvestment" of dividends accrued on phantom stock units under the Directors' Fee Plan. Because the Company has a dividend reinvestment plan available to substanitally 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. Shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan. 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. /s/ Michelle H. Debkowski, by power of attorney 2009-01-05