Exhibit 10.1


    EXHIBIT
      10.1

    


    2007
      DIRECTOR FEES

    


    
      	
              NATIONAL
                PENN BANCSHARES

            	
               

              2007

            
	
              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)

              All
                Other Committee Phone Meetings

            	
              $750

              $750

              $250

              $750

              $750

              $500

              $500

               

            
	
              Director
                Education

            	
              $750
                per day,

              (includes
                travel day)

            


    

    


    
      	
              NATIONAL
                PENN BANK

            	
               

              2007

            
	
              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)

            	 
	
              Board
                meetings (held quarterly)

              Phone
                meeting

            	
              $1,000

              $1,000

            
	 	 
	
              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

            	
               

              2007

            
	
              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

            	
              $250
                per mtg

              $250
                per mtg

              $250
                per mtg

              $250
                per mtg

              $250
                per mtg

               

              $6,000/Yr.

              $10,000/Yr.

              $18,000/Yr.

            
	 	 
	
              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