exh10-6.htm


    EXHIBIT
10.6

    2009 DIRECTOR
FEES


    
      
        	
                NATIONAL PENN BANCSHARES

              	
                 

              
	
                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, Director Enterprise Risk Management and
      Technology Risk Sub-Committee.

              	
                Paid
      Quarterly

              
	
                Chairperson
      of Audit Committee

                Chairperson
      of Executive Committee

                Chairperson
      of Compensation Committee

                Chairperson
      of Nominating/Corporate Governance Committee

                Chairperson
      of Directors Risk Management Committee

                Chairperson
      of Technology Risk Sub-Committee

                Lead
      Independent Director

                All
      Other Board Members

              	
                $16,200

                  13,700

                  13,700

                  13,700

                  13,700

                  12,700

                  21,200

                  11,200

              
	
                Board 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 Member attendance at Executive Disclosure

                   Committee
      meeting

                Board
      Member attendance at ALCO meeting

                All
      Other Committee Members, including Chairperson (Executive,

                   Compensation,
      Nominating/Corp Governance, Risk and

                   Technology
      Risk Sub-Committee)

                All
      Other Committee Phone Meetings

                 

              	
                $750

                750

                 

                250

                 

                750

                 

                750

                500

                 

                                           
      500

                500

              
	
                Director Education

              	
                $750
      per day (includes travel day)

              
	
                Strategic Planning
Workshops

              	
                $1,000

                (entire
      workshop)

              
	 
      	 
      
	
                NATIONAL PENN BANK

              	
                Paid
      Quarterly

              
	
                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

              
	
                 

                NATIONAL PENN BANK

              	
                 

              
	
                ADVISORY BOARDS

              	 
      
	
                Outside
      directors only

              	 
      
	
                Meeting Fees (per meeting unless otherwise
      noted)

                Berks
      County Advisory Board

                FirstService
      Bank

                HomeTowne
      Heritage Advisory Board

                Nittany
      Bank

                Nittany
      Advisory - Bellefonte

                Nittany
      Advisory - State College

                KNBT
      Advisory – Northern

                KNBT
      Advisory - Northeastern

              	
                 

                $250

                250

                6,000/yr

                18,000/yr

                100

                100

                250

                250

              
	
                NATIONAL PENN INVESTORS TRUST
      COMPANY

              	 
      
	
                Outside
      directors only

              	 
      
	
                Retainer
      for all non-bank board members

                Meeting Fees (per meeting
      attended)

                Chairperson

                Board
      Meetings

                Phone
      Meetings

              	
                $1,000

                 

                750

                500

                500

              
	
                CHRISTIANA BANK AND TRUST
      COMPANY

              	 
      
	
                Outside
      Directors only

                Meeting Fees (per meeting
      attended)

                Board
      Meetings

                Audit
      Committee members, including Chairperson

                Trust
      Committee, including Chairperson

                Travel
      expense allowance-annual

              	
                 

                 

                $1,000

                750

                500

                500

              
	
                OTHER NATIONAL PENN BANK SUBSIDIARY
      BOARDS

                Outside Directors only

                Board Meeting Fee (per meeting attended)

              	
                 

                $
  500

              


      

    

    


    



    
      
         


      

      
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