EXHIBIT 10.1
                                                                    ------------

                                   SCHEDULE B

                         NATIONAL PENN BANCSHARES, INC.

                            EXECUTIVE INCENTIVE PLAN

                    2005 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
                                                             2005 Earnings Per Share

                               Threshold                 Market                NPB Target                Optimum
                                                         Target

                                 $1.39                   $1.50                 $1.67-1.70                 $1.85


     Category                                                     % of Base Salary

        A                         20%                     40%                      50%                     60%

        B                         15%                    27.5%                    33.8%                    40%

        C                         12%                     20%                      24%                     28%

                                                                Individual Portion
                                                        (Based on Individual Performance)

       All                      0%-20%                   0%-20%                  0%-20%                   0%-20%





Parameters:
- -----------

|_|  No awards will be paid for performance under threshold.

|_|  After the total Company  Portion  award is determined an additional  20% of
     the total is available  for  distribution  to  individuals  for  Individual
     Performance.   These   individual   awards   may  not  exceed  20%  of  the
     participant's base pay (except for Category A which is capped at 20% of the
     Company Award amount).

|_|  Awards for performance  between threshold and market target,  market target
     and NPB target, and NPB target and optimum will be interpolated.  For 2005,
     the $.03 spread at the NPB Target  will  receive  the award  indicated  (no
     interpolation from $1.67 to $1.70).

|_|  Performance  above optimum will result in awards  interpolated  at one half
     the rate of increase between NPB target and optimum.

|_|  A participant  must  continue to be employed  through award payment date to
     receive an award.

|_|  In certain  circumstances  an individual  participant's  performance may be
     determined to be inadequate and the participant would not receive any award
     under this plan.

|_|  Category C  participants  receive  "up to" the  amounts  indicated  for the
     Company Portion.

Individual Matching Account - For 2005 the Individual Matching Deferral Account
will be established at one third of each individual's award as determined above.