X0304 4 2012-01-23 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001145540 ROTH C ROBERT PHILADELPHIA & READING AVENUES P. O. BOX 547 BOYERTOWN PA 19512-0547 1 Common Stock 43647.0037 D Common Stock 2907.398 I Spouse Ira Phantom Stock (RSUs) 2012-01-23 4 A 0 6023 0 A Common Stock 6023 25154.8646 D 1 for 1 The phantom stock units granted under the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan are to be settled in National Penn Bancshares, Inc. common stock upon the reporting person's retirement from the Board. Balance includes Phantom stock units acquired upon "reinvestment of dividends accrued on phantom stock units under the Long-Term Incentive Compensation Plan. 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 Long-Term Incentive Compensation Plan, the acquisition of phantom stock units with "reinvested" dividends is exempt from the line item reporting under SEC Rule 16a-11. Balance includes shares acquired upon reinvestment of cash dividends under the Company's exempt Dividend Reinvestment Plan. /s/ H. Anderson Ellsworth, by power of attorney 2012-01-25