Exhibit 10.1


    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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