Exhibit
      4.1

     

    

      DECLARATION
        OF TRUST OF

       

      NPB
        Capital Trust VI

       

      THIS
        DECLARATION OF TRUST is made as of January 13, 2006 (this "Declaration"),
        by and
        among National Penn Bancshares, Inc., a Pennsylvania corporation, as sponsor
        (the "Sponsor"), and Christiana Bank & Trust Company, with its principal
        place of business in the State of Delaware, as Delaware trustee (the "Trustee").
        The Sponsor and the Trustee hereby agree as follows:

       

      1. The
        trust
        created hereby shall be known as NPB Capital Trust VI (the "Trust"), in which
        name the Trustee or the Sponsor, to the extent provided herein, may conduct
        the
        business of the Trust, make and execute contracts, and sue and be
        sued.

       

      2. The
        Sponsor hereby assigns, transfers, conveys and sets over to the Trust the
        sum of
        $10. The Trustee hereby acknowledges receipt of such amount in trust from
        the
        Sponsor, which amount shall constitute the initial trust estate. The Trustee
        hereby declares that it will hold the trust estate in trust for the Sponsor.
        It
        is the intention of the parties hereto that the Trust created hereby constitute
        a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del.
        C.
§ 3801, et seq. (the "Statutory Trust Act"), and that this Declaration
        constitute the governing instrument of the Trust. The Trustee is hereby
        authorized and directed to execute and file a certificate of trust with the
        Secretary of State of the State of Delaware in the form attached to this
        Declaration.

       

      3. The
        Sponsor and the Trustee will enter into an Amended and Restated Declaration
        of
        Trust satisfactory to each such party to provide for the contemplated operation
        of the Trust created hereby and the issuance by the Trust of the Capital
        Securities and Common Securities referred to therein. Prior to the execution
        and
        delivery of such Amended and Restated Declaration of Trust (i) the Trustee
        shall
        not have any duty or obligation hereunder or with respect to the trust estate,
        except as otherwise required by applicable law, and (ii) the Sponsor shall
        take
        or cause to be taken any action as may be necessary to obtain prior to such
        execution and delivery any licenses, consents or approvals required by
        applicable law or otherwise. Notwithstanding the foregoing, the Trustee may
        take
        all actions which the Sponsor deems necessary, convenient or incidental to
        effect the transactions contemplated herein. The Trustee shall not have any
        duty
        or obligation under or in connection with this Declaration or any document
        contemplated hereby, except as expressly provided by the terms of this
        Declaration, and no implied duties or obligations shall be read into this
        Declaration against the Trustee. The right of the Trustee to perform any
        discretionary act enumerated herein shall not be construed as a
        duty.

       

      4. The
        Sponsor hereby agrees to (i) reimburse the Trustee for all reasonable expenses
        (including reasonable fees and expenses of counsel and other experts), (ii)
        indemnify, defend and hold harmless the Trustee and the officers, directors,
        employees and agents of the Trustee (collectively, including the Trustee
        in its
        individual capacity, the "Indemnified Persons") from and against any and
        all
        losses, damages, liabilities, claims, actions, suits, costs, expenses,
        disbursements (including the reasonable fees and expenses of counsel), taxes
        and
        penalties of any kind and nature whatsoever (collectively, "Expenses"), to
        the
        extent that such Expenses arise out of or are imposed upon or asserted at
        any
        time against such 

       

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

       

      Indemnified
        Persons with respect to the performance of this Declaration, the creation,
        operation, administration or termination of the Trust, or the transactions
        contemplated hereby; provided,
        however,
        that
        the Sponsor shall not be required to indemnify an Indemnified Person for
        Expenses to the extent such Expenses result from the willful misconduct,
        bad
        faith or negligence of such Indemnified Person, and (iii) advance to each
        such Indemnified Person Expenses incurred by such Indemnified Person, in
        defending any claim, demand, action, suit or proceeding prior to the final
        disposition of such claim, demand, action, suit or proceeding upon receipt
        by
        the Sponsor of an undertaking, by or on behalf of such Indemnified Person,
        to
        repay such amount if it shall be determined that such Indemnified Person
        is not
        entitled to be indemnified therefor under this Section 4. The obligations
        of the
        Sponsor under this Section 4 shall survive the resignation or removal of
        the
        Trustee, shall survive the termination, amendment, supplement, and/or
        restatement of this Declaration, and shall survive the transfer by the Sponsor
        of any or all of its interest in the Trust pursuant to Section 5 below or
        otherwise.

       

      5. The
        Sponsor, as sponsor of the Trust, is hereby authorized, in its discretion,
        (i)
        to prepare, execute and file on behalf of the Trust, such applications, reports,
        surety bonds, irrevocable consents, appointments of attorney for service
        of
        process and other papers and documents that shall be necessary or desirable
        to
        register or establish the exemption from registration of the Capital Securities
        of the Trust under the securities or "Blue Sky" laws of such jurisdictions
        as
        the Sponsor, on behalf of the Trust, may deem necessary or desirable; (ii)
        to
        negotiate, execute, deliver and perform on behalf of the Trust one or more
        placement agent agreements, dealer/manager agreements, escrow agreements,
        subscription agreements and other similar or related agreements providing
        for or
        relating to the sale and issuance of the Capital Securities of the Trust
        and/or
        any other interests in the Trust; (iii) to prepare, execute and deliver on
        behalf of the Trust any and all documents, certificates, papers, instruments
        and
        other writings as it deems desirable in connection with any of the foregoing;
        (iv) to prepare, execute and deliver letters or documents to, or instruments
        for
        filing with, a depository relating to the Capital Securities of the Trust
        as it
        deems necessary or desirable; and (v) to appoint one or more administrators
        of
        the Trust and cause such person or persons to execute and deliver on behalf
        of
        the Trust any and all of the foregoing, including, without limitation, any
        placement agreements.

       

      In
        the
        event that any filing referred to in this Section 5 is required by the rules
        and
        regulations of Securities and Exchange Commission (the "Commission") or state
        securities or Blue Sky laws to be executed on behalf of the Trust by a trustee,
        the Trustee, in its capacity as a trustee of the Trust, so required to execute
        such filings is hereby authorized and, to the extent so required, directed
        to
        join in any such filing and to execute on behalf of the Trust any and all
        of the
        foregoing, it being understood that the Trustee, in its capacity as a trustee
        of
        the Trust, shall not be required to join in any such filing or execute on
        behalf
        of the Trust any such document unless required to do so by the rules and
        regulations of the Commission or applicable state securities or Blue Sky
        laws.

       

      6. The
        Trustee is authorized to take such action or refrain from taking such action
        under this Declaration as it may be directed in writing by the Sponsor from
        time
        to time; provided,
        however,
        that
        the Trustee shall not be required to take or refrain from taking any such
        action
        if the Trustee shall have determined, or shall have been advised by counsel,
        that such performance is likely to involve the Trustee in personal liability
        or
        is contrary to the terms of this Declaration or of any document contemplated
        hereby to which the Trust or the Trustee is a party or is otherwise contrary
        to
        law. If at any time the Trustee determines that it requires or desires guidance
        regarding the application of any provision of this Declaration 

       

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      or
        any
        other document, or regarding compliance with any direction it received
        hereunder, then the Trustee may deliver a notice to the Sponsor requesting
        written instructions as to the course of action desired by the Sponsor, and
        such
        instructions shall constitute full and complete authorization and protection
        for
        actions taken and other performance by the Trustee in reliance thereon. Until
        the Trustee has received such instructions after delivering such notice,
        it may
        refrain from taking any action with respect to the matters described in such
        notice.

       

      7. This
        Declaration may be executed in two or more counterparts.

       

      8. The
        number of trustees of the Trust initially shall be one (1), and thereafter
        the
        number of trustees of the Trust shall be such number as shall be fixed from
        time
        to time by a written instrument signed by the Sponsor which may increase
        or
        decrease the number of trustees of the Trust; provided,
        however,
        to the
        extent required by the Statutory Trust Act, there shall at all times be one
        trustee of the Trust that shall either be a natural person who is a resident
        of
        the State of Delaware or, if not a natural person, an entity which has its
        principal place of business in the State of Delaware and otherwise meets
        the
        requirements of applicable Delaware law. Subject to the foregoing, the Sponsor
        is entitled to appoint or remove without cause any trustee of the Trust at
        any
        time. Any trustee of the Trust may resign upon thirty (30) days prior notice
        to
        the Sponsor.

       

      9. The
        Sponsor is hereby authorized, in its discretion, to appoint one or more
        administrators for the Trust, and each administrator so appointed shall have
        the
        full power and authority, and is hereby authorized, to execute and deliver
        on
        behalf of the trust agreements, documents, certificates, papers, instruments
        and
        other writings (including, without limitation, a capital securities purchase
        agreement and a placement agreement), in each case as determined or directed
        by
        the Sponsor in its discretion.

       

      10. This
        Declaration shall be governed by, and construed in accordance with, the laws
        of
        the State of Delaware (without regard to conflict of laws
        principles).

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust
        to be
        duly executed as of the day and year first above written. 

       

      


        NATIONAL
          PENN BANCSHARES, INC.,

        as
          Sponsor

        


        


        
          	
                  By:

                	
                                                                                                

                
	
                  Name:
                    

                	
                                                                                                

                
	
                  Title:
                    

                	
                                                                                                

                


        

        


        


        CHRISTIANA
          BANK & TRUST COMPANY,

        As
          Trustee

        


        


        
          	
                  By:

                	
                                                                                                

                
	
                  Name:
                    

                	
                                                                                                

                
	
                  Title:
                    

                	
                                                                                                

                


        

        
 

         

         

        -4-