NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN

EXHIBIT 10.7

NATIONAL PENN BANCSHARES, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement dated as of February 23, 2009, between National Penn Bancshares, Inc. (the "Corporation") and ___________ (the "Grantee"),

WITNESSETH:

1.            Grant of Restricted Stock Units

Pursuant to the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan (the "Plan"), this Agreement confirms the Corporation's grant to the Grantee, subject to the terms and conditions of the Plan and to the terms and conditions set forth herein, of an aggregate of 4,000 restricted stock units, each unit being the right to receive in the future one share of common stock (without par value) of the Corporation (“RSUs”).

2.            Terms and Conditions

It is understood and agreed that the grant of RSUs is subject to the following terms and conditions:

(a)            Restricted (Vesting) Period .  The restricted period of time is from the date of this Agreement through February 23, 2012 (the “Restricted Period”).  The time period restrictions will lapse, and the RSUs will vest, on February 23, 2012, but only if the Grantee continually remains in office as a director of the Corporation or its subsidiary, National Penn Bank (the “Bank”), through the end of the Restricted Period.

(b)            Crediting of RSUs to Account .  The RSUs will be credited to an account in the name of the Grantee.  Neither the account nor any RSUs credited to the account may be sold, transferred, pledged, assigned or otherwise alienated, hypothecated or disposed of.  Prior to actual payment of the RSUs in shares of the Corporation’s common stock pursuant to Section 2(e), the RSUs shall represent an unsecured obligation of the Corporation payable, if at all, from the general assets of the Corporation.

(c)            Dividend and Voting Rights .  The RSUs shall be entitled to receive equivalents of all dividends and other distributions paid with respect to shares of the Corporation’s common stock during the Restricted Period and thereafter until actual payment is made to the Grantee of the RSUs as issued shares of common stock.

     Dividend equivalents shall be deemed invested in additional RSUs on each dividend payment date, based on the fair market value of the Corporation’s common stock on the dividend payment date.  RSUs shall have no voting rights.

(d)            Forfeiture .   Notwithstanding any contrary provision of this Agreement, the balance of the RSUs that do not vest at the end of the Restricted Period pursuant to Section 2(a) will thereupon be forfeited and automatically cancelled at no cost to the Corporation.

(e)            Payment of RSUs as Stock .   All RSUs that become vested pursuant to Section 2(a) shall be paid to the Grantee in actual shares of the Corporation’s common stock (one share for each RSU), upon the Grantee’s termination of service as a director of the Corporation or the Bank.

(f)            Death or Disability .    If the Grantee's service as a director of the Corporation or the Bank terminates due to death or Disability (as defined in the Plan), any remaining Restricted Period shall