National Penn Bancshares (NPBC) 8-K Other Events

Exhibit 10.2

2008 DIRECTOR FEES

NATIONAL PENN BANCSHARES	2008
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	$16,200 $13,700 $13,700 $13,700 $13,700 $10,000 $11,200
Meeting Fees (per meeting attended)	$1,500
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) All Other Committee Phone Meetings IT Subcommittee	$750  $750  $250 $750 $750 $500 $500 $500
Director Education/Strategic Planning Workshops	$750 per day,  (includes travel day)
NATIONAL PENN BANK
Outside Directors only (per meeting attended)
Board meetings (held quarterly) Phone meeting Travel expense allowance-annual	$1,000 $1,000 $500
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

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NATIONAL PENN BANK	2008
ADVISORY BOARDS
Outside directors only
Philadelphia Region Advisory Board Berks County Advisory Board Manufacturing Group Advisory Board FirstService Bank HomeTowne Heritage Advisory Board Peoples First Nittany Bank KNBT Advisory Board	N/A $250 per mtg $250 per mtg $250 per mtg $6,000/Yr. N/A $18,000/Yr $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
CHRISTIANA BANK AND TRUST COMPANY
Outside Directors only (per meeting attended) Audit Committee members, including Chairperson Trust Committee, including Chairperson Travel expense allowance-annual	$1,000 per mtg $750 per mtg $500 per mtg $500

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