Exhibit 10.1


    EXHIBIT
      10.1

    


    SCHEDULE
      B

    


    NATIONAL
      PENN BANCSHARES, INC.

    EXECUTIVE
      INCENTIVE PLAN

    2006
      PERFORMANCE GOALS AND AWARD SCHEDULE

    


    Awards
      pursuant to the Plan will not be made unless the performance goals set forth
      below are met.

    


    
      	
              Company
                Portion

            	 
	
              2006
                Earnings Per Share

            	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Threshold

            	 	
              Market
                Target

            	 	 NPB
              Budget Target	 	
              NPB
                Target

            	 	
              Optimum

            	 
	 	 	
              $

            	
              1.20

            	 	
              $

            	
              1.33

            	 	$	1.47-1.49	 	
              $

            	
              1.50-1.52

            	 	
              $

            	
              1.62

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Category

            	 	
              %
                of Base Salary

            
	
              A

            	 	 	
              17.5

            	
              %

            	 	
              35.0

            	
              %

            	 	43.8	%	 	
              50

            	
              %

            	 	
              60

            	
              %

            
	
              B

            	 	 	
              13.1

            	
              %

            	 	
              24.1

            	
              %

            	 	29.6	%	 	
              33.8

            	
              %

            	 	
              40

            	
              %

            
	
              C

            	 	 	
              10.5

            	
              %

            	 	
              17.5

            	
              %

            	 	21.0	%	 	
              24

            	
              %

            	 	
              28

            	
              %

            
	 	 	
               Individual
                Portion

            
	
              B
                & C

            	 	 	
              0%-10

            	
              %

            	 	
              0%-10

            	
              %

            	 	0%-10	%	 	
              0%-20

            	
              %

            	 	
              0%-20

            	
              %

            


    

    


    


    Parameters:

     

    
      	q  	
              No
                awards will be paid for performance under
                threshold.

            


    

     

    
      	q  	
              After
                the total Company Portion award is determined an additional 5% of
                the
                total is available for distribution to individuals for Individual
                Performance up to NPB Budget Target. From Budget Target to NP Target
                it
                increases to 20%. These individual awards may not exceed either 10%
                or 20%
                of the participant’s base pay (except for Category A which is capped at
                20% of the Company Award amount).

            


    

     

    
      	q  	
              Awards
                for performance between threshold, interim targets, and optimum will
                be
                interpolated. 

            


    

     

    
      	q  	
              Performance
                above optimum will result in awards interpolated at one half the
                rate of
                increase between NP target and
                optimum.

            


    

     

    
      	q  	
              A
                participant must be continuously employed through award payment date
                to
                receive an award.

            


    

     

    
      	q  	
              In
                certain circumstances an individual participant’s performance may
                be determined
                to be inadequate and would not receive any award under this
                plan

            


    

    


    Individual
      Matching Account - For
      2006 the
      Individual Matching Deferral Account will be established at 10% of each
      individual’s award as determined in the above schedule from Threshold to NPB
      Budgeted Target. The percentage will then increase to 33% at NPB Target and
      remain at 33% above NPB Target.