EXHIBIT
      10.1

    


    NATIONAL
      PENN BANCSHARES, INC. CAPITAL ACCUMULATION PLAN

    (Amended
      and Restated Effective January 1, 1997)

    


    (Revised
      2001)

    


    Amendment
      No. 12

    


    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. 1-11 thereto. 

    


    The
      Company hereby further amends the Plan as hereinafter set forth. Items 2 and
      3
      of this Amendment No. 12 are effective January 1, 2006. Items 1, 4 and 5 are
      effective April 1, 2006.

    


    1.
      Subsection 4(n)(ii) as added by Amendment No. 11 is amended to read as follows:
      

    


    "(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 as determined below.

    


    (A)
      First, the Committee shall allocate to each eligible Member an equal percentage
      of the Member's Compensation up to and including $100,000, not to exceed 1%
      of
      such Compensation.

    


    (B)
      Second, if any contribution remains unallocated, the Committee shall allocate
      to
      each eligible Member an equal percentage, not to exceed 1%, of the Member's
      Compensation over $100,000 but not in excess of the limitation on Compensation
      as set forth is subsection 1(i).

    


    (C)
      Third, if any contribution remains unallocated, the Committee shall allocate
      to
      each eligible Member an equal percentage of the Member's
      Compensation.

    


    Notwithstanding
      the foregoing, Compensation paid before the Entry Date the Member became
      eligible to make elective contributions under subsection 4(a) shall not be
      considered." 

    


    2..
      Subsection 10(d)(i) is amended to delete the word "or" before the current clause
      (E) and to delete the current clause (E) and insert in place thereof the
      following:

    


    "(E)
      payments for burial or funeral expenses for the Member's deceased parent,
      spouse, children or dependents (as defined in section 152 of the Code, without
      regard to section 152(d)(1)(B); or (F) expenses for repair of damage to the
      Member's principal residence that would qualify for the casualty deduction
      under
      section 165 of the Code (determined without regard to whether the loss exceeds
      10% of adjusted gross income)."

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.
      The
      first sentence of subsection 10(d) is amended to insert the words "and Profit
      Sharing Account" after the words "Matching Account".

    


    4.
      Subsection 10(d)(ii)(D) is deleted.

    


    5.
      The
      second sentence of subsection 10(d)(iii) is amended to insert the words "and
      finally against the nonforfeitable percentage of the Member's Profit Sharing
      Account" after the words "Matching Account".

    


     

    Executed
      this 16th day of March, 2006.

    


    


    
      	
              Attest:

            	
              NATIONAL
                PENN BANCSHARES, INC.

            
	 	 
	 	 
	
              By:
                /s/
                Sandra L. Spayd

            	
              By:
                /s/
                Earl Houseknecht

            
	
              Secretary

            	 
	 	 
	 	 
	 	
              (Corporate
                Seal)