Exhibit 10.1


    EXHIBIT
      10.1

    


    NATIONAL
      PENN BANCSHARES, INC. CAPITAL ACCUMULATION PLAN

    (Amended
      and Restated Effective January 1, 1997)

    


    (Revised
      2001)

    


    Amendment
      No. 11

    


    National
      Penn Bancshares, Inc. (the "Company") adopted the National Penn Bancshares,
      Inc.
      Capital Accumulation Plan (Amended and Restated Effective January 1, 1997)
      (Revised 2001)(the "Plan") for the benefit of certain of its Employees (as
      defined in the Plan) and its subsidiaries' Employees. The Company subsequently
      amended the Plan by Amendment Nos. 1-10 thereto. 

    


    The
      Company hereby further amends the Plan as hereinafter set forth. This Amendment
      No. 11 is effective April 1, 2006.

    


    1.
      Subsection 1(ap) is added to read as follows:

    


    "(ap)
      "Profit
      Sharing Account"
      shall
      mean the portion of the Member's Accrued Benefit derived from Participating
      Company contributions under subsection 4(n), adjusted as provided for
      therein."

    


    2.
      The
      first sentence of subsection 3(a)(i) is amended to read as follows:

    


    "Each
      and
      every Employee of a Participating Company who is not excluded under subsection
      3(a)(ii) shall be eligible to make elective contributions under subsection
      4(a)
      and be allocated matching contributions for payroll periods commencing
      coincident with or next following the first Entry Date which is thirty days
      after the date that the Employee first is credited with an Hour of
      service."

    


    3.
      Subsection 3(a)(i) as amended above shall apply to persons who commenced
      employment with a Participating Company prior to April 1, 2006 as well as
      persons who commence employment with a Participating Company on or after that
      date.

    


    4.
      Subsection 4(a) is amended to read as follows:

    


    "Each
      Employee who becomes eligible to participate under subsection 3(a) may
      contribute for a payroll period any percentage of his Compensation remaining
      after applicable income or payroll tax withholding and other withholding
      elections as he shall elect in a manner prescribed by Committee. Notwithstanding
      the foregoing, the Committee may limit the amount of contributions for all
      Members or a class of Members as the Committee determines is necessary or
      desirable to facilitate Plan administration or comply with applicable Code
      provisions. The initial affirmative election to contribute shall be effective
      following timely 

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    receipt
      in accordance with the Plan's administrative rules. If an eligible Employee
      does
      not make an election within time period that the Committee prescribes, the
      Employee shall be deemed to have elected to contribute 1% of his Compensation
      effective as of a date that the Committee prescribes. The Committee shall
      provide each Employee who becomes eligible to participate a reasonable period
      to
      make his contribution election. The Committee shall direct that each Employee
      receives a notification that explains the automatic contribution, the Employee's
      right to have no such contribution or a different amount of contribution and
      the
      procedures and time limitations for exercising those rights. Each Employee
      shall
      have a reasonable time to make an election not to contribute before the
      automatic election to contribute becomes effective. The Employee may elect
      to
      make no contribution or any permitted level of contribution and to increase,
      decrease or terminate his contribution, including his automatic contribution,
      in
      accordance with the general rules of this subsection 4(a). All elections shall
      be made in a manner and shall become effective on the effective date that the
      Committee prescribes. All contributions under this subsection shall be made
      through direct reduction of Compensation in each payroll period. For purposes
      of
      the Code, all contributions made under this subsection shall be deemed to be
      made by the Member's employer. A Member may elect to increase or reduce his
      contributions once per calendar month, effective for such payroll period and
      succeeding periods that begin after receipt of the election as the Committee
      specifies. All such elections shall be made in a manner that the Committee
      prescribes. The Participating Companies shall make their contributions under
      this subsection at such times as the Company determines. Those contributions
      shall be allocated to the Salary Reduction Accounts of the Members from whose
      Compensation the contributions were withheld in an amount equal to the amount
      withheld."

     

    5.
      The
      automatic contribution provision of subsection 4(a) shall only apply to
      Employees who first become eligible to participate on or after April 1,
      2006.

    


    6.
      Subsection 4(n) is added to read as follows:

    


    "(n)
      Profit
      Sharing Contributions

    


    (i)
      Amount.
      For
      each Plan Year the Participating Companies shall make contributions to the
      Fund
      in such amounts, if any, as the Company, in its absolute discretion, determines;
      provided, however, the aggregate contribution for a Plan Year shall not exceed
      any applicable limitation of Section 4 or 5. The Participating Companies shall
      either (A) designate the payment in writing to the Trustee as a payment on
      account of the taxable year which ends coincident with such Plan Year or (B)
      claim such payment as a deduction on the federal income tax return for such
      taxable year. The Participating Companies shall pay the contribution, if any,
      for a Plan Year on or before the date (including any extensions thereof) on
      which they are required to file their federal income tax returns for the taxable
      year which ends coincident with or next following such Plan Year.

    


    (ii) Allocation
      of Contributions.
      As of
      the last day of each Plan Year, the Committee shall allocate to the Profit
      Sharing Account of each eligible Member a portion of the amount, if any,
      contributed to the Fund in respect of such Plan Year by the Participating
      Companies in the ratio that each eligible Member’s Compensation for the Plan
      Year, exclusive of Compensation paid before the Entry Date the Member became
      eligible to make elective contributions under subsection 4(a) , bears to the
      Compensation of all eligible Members for such Plan Year. For the 2006 Plan
      Year,
      Compensation shall be limited to amounts payable for payroll periods beginning
      on or after April 1, 2006.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii) Eligibility.
      Eligible Members shall be limited to Employees who (A) have satisfied the
      eligibility requirements of subsection 3(a), (B) are employed by a Participating
      Company on the last day of the Plan Year, (C) are credited with at least 1,000
      Hours of Service for the Plan Year and (D) are not excluded under subsection
      3(b); provided, however, the requirements of subparagraphs (B) and (C) above
      shall not apply to a Member whose employment terminates due to death, Disability
      or after attainment of his Normal Retirement Date.

    


    (iv) Forfeitures.
      Amounts
      in the Profit Sharing Accounts of Members which have been forfeited pursuant
      to
      the provisions of subsection 8(d) hereof during a Plan Year shall be applied
      as
      provided in subsection 8(e).

    


    (v) Profit
      Sharing Account.
      The
      Participating Company contributions allocated to a Member under this subsection,
      as adjusted for investment gain or loss and income or expense, constitute the
      Member’s Profit Sharing Account. A Member’s nonforfeitable interest in the
      portion of his Accrued Benefit derived from his Profit Sharing Account shall
      be
      determined under subsections 8(d) and 8(e)."

    


     

    7.
      Subsection 6(h) is amended to add a sentence to read as follows:

    


    "The
      Committee shall also direct that a separate bookkeeping account be maintained
      to
      reflect each Member's Profit Sharing Account."

    


    


    8.
      Subsection 8(d)(i) is amended to add a sentence at the end thereof to read
      as
      follows:

    


    "The
      Member shall also be entitled to receive the nonforfeitable portion (as
      determined under the vesting schedule at subsection 8(d)(ii)(B)) of the Member's
      Profit Sharing Account on the Valuation Date on which his Accrued Benefit is
      liquidated for distribution."

     

    9.
      Subsection 8(d)(ii)(B) is added to read as follows: 

     

    "(d)(ii)(B)
      Vesting
      Schedule for Profit Sharing Account.
      A
      Member shall have a 100% nonforfeitable right to the portion of his Accrued
      Benefit derived from his Profit Sharing Account when his Period of Service
      determined under subsection 8(d)(iv) is at least five years. Prior to that
      time,
      a Member shall have no nonforfeitable right to the portion of his Accrued
      Benefit derived from his Profit Sharing Account"

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    10.
      Subsection 8(d)(v)(B) is added to read as follows:

    


    "(d)(v)(B)
      Cashout
      of Profit Sharing Account.
      If a
      Member has a Severance Date before earning nonforfeitable rights to his Profit
      Sharing Account, he shall be deemed to have received a distribution of vested
      portion of the Profit Sharing Account and shall forfeit the nonvested portion
      of
      that Account. If the Member subsequently returns to employment eligible to
      participate in contributions under subsection 4(n) before the Member has a
      Break
      in Service, the Member's Profit Sharing Account, without adjustment for
      investment gain or loss, shall be restored. Restoration shall be made first
      from
      forfeitures in the Plan Year of return and second from Participating Company
      contributions."

    


    11.
      Subsection 8(e) is amended to add two sentences at the end thereof to read
      as
      follows:

    


    "A
      Member
      who separates without a vested interest in his Profit Sharing Account shall
      forfeit that Account on the date of separation, subject to the right to
      restoration provided for in subsection 8(d)(v)(B). Forfeitures from Profit
      Sharing Accounts shall be applied to make restoration contributions under
      subsection 8(d)(v)(B) as required. If any forfeitures remain, the Committee
      may
      direct that they be used to pay expenses properly payable from the Plan. Any
      remaining forfeitures shall be applied to the Participating Company contribution
      for the Plan Year in which the forfeiture occurs."

    


     

    Executed
      this 25th day of January, 2006.

    


    


    
      	
              Attest:

            	
              NATIONAL
                PENN BANCSHARES, INC.

            
	 	 
	 	 
	
              By:
                /s/ Sandra L. Spayd

            	
              By:
                /s/ Wayne R. Weidner

            
	   
                 Corporate Secretary	     
               Chairman and CEO
	 	 
	 

              (Corporate
                Seal)