National Penn Bancshares (NPBC) 8-K National Penn Bancshares, Inc. Declares Cash Dividend

EXHIBIT 10.1

Non-Employee Directors

Cash Directors’ Fees - 2006

NATIONAL PENN BANCSHARES	2006
Outside Directors only
Retainers: Board members must attend in person or by phone 75% of meetings (Board and Committee Meetings combined) to be paid retainer. Committees include: Audit, Executive, Compensation, Nominating/Corp. Governance
Chairperson of Audit Committee Chairperson of Executive Committee Chairperson of Compensation Committee Chairperson of Nominating/Corporate Governance Committee Chairperson of Risk Committee Additional Retainer - Lead Independent Director All Other Board Members	$15,000 $12,500 $12,500 $12,500 12,500 $5,000 $10,000
Meeting Fees (per meeting attended) (Monthly Meetings)	$1,000
Committee Fees (per meeting attended)
Audit Committee members, including Chairperson Audit Committee Meeting by Conference Call Chairperson of Audit Committee also receives fee per phone meeting with accountants Audit Committee Chairperson attendance at Subsidiary Board Meeting Audit Committee Members attendance at Executive Disclosure Committee meeting All Other Committee Members, including Chairperson (Executive, Compensation, Nominating Corp/Governance and Risk). Committee Phone Meetings	$750 $750 $250 $750 $500 $500
Director Education	$750 per day, (includes travel day)

NATIONAL PENN BANK	2006
Strategic Planning Meeting
Day #1	$1,000 Board Mtg Fee $500 Strat. Plan Mtg.
Day #2	$500 Strat Plan Mtg.
Outside directors only (per meeting attended) (For 2006, only non-holding company directors are covered)
Board meetings (held quarterly) Phone meeting Committees (Executive Credit) Committee Phone Meeting	$3,000 $3,000 $350 $350

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DIRECTOR EMERITUS
This retainer covers all meetings attended. Includes Bank and Bancshares Board Meetings and any committee meetings the director emeritus may attend.	$2,000

NATIONAL PENN BANK	2006
ADVISORY BOARDS
Outside directors only
Philadephia Region Advisory Board Berks County Advisory Board Manufacturing Group Advisory Board FirstService Bank HomeTowne Heritage Advisory Board Peoples First Nittany Bank	$250 per mtg $250 per mtg $250 per mtg $250 per mtg $250 per mtg
NATIONAL PENN INVESTORS TRUST COMPANY
Outside directors only
Retainer for all non-bank board members Chairperson Board Meetings Phone Meetings	$1,000 $750 per mtg $500 per mtg $500 per mtg

NATIONAL PENN MORTGAGE COMPANY
Outside director(s) only
Retainer for all non-bank board members Chairperson Board Meetings Phone Meetings	$1,000 $750 per mtg $500 per mtg $500 per mtg

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