ex10-3.htm


    
      EXHIBIT
        10.3

      


      Execution
        Copy

       

    

    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT ("Agreement")
      dated June 25, 2007, by and among NATIONAL PENN BANCSHARES, INC., a Pennsylvania
      business corporation and registered bank holding company ("NPB"); CHRISTIANA
      BANK & TRUST COMPANY, a Delaware banking corporation ("Bank"); and THOMAS A.
      CAMPBELL ("Executive") (NPB and Bank are sometimes referred to herein
      collectively as "Employer").

    


    BACKGROUND

    


    1.  Executive
      is presently
      employed by Bank as its Executive Vice President, Trust.

    


    2.  On
      June 25, 2007, NPB and
      Bank entered into an Agreement of Reorganization and Merger providing, among
      other things, for the merger of an interim, direct wholly owned subsidiary
      of
      NPB with and into Bank (the “Merger”).

    


    3.  It
      is the desire of the
      Boards of Directors of NPB and Bank that Executive continue Executive’s
      employment from and after the effective date of the Merger (the “Effective
      Date”), on the terms and conditions set forth herein, in order that the
      experience Executive has gained throughout Executive’s career and the management
      ability Executive has demonstrated will continue to be available to NPB and
      Bank.  Executive is willing to continue such employment, on the terms
      and conditions set forth herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the
      mutual promises contained herein, and each intending to be legally bound, NPB,
      Bank and Executive agree as follows:

    


    1.           Background.  The
      matters set forth in the "Background" section of this Agreement are incorporated
      by reference herein.

    


    2.           Term.  Unless
      earlier terminated as provided in Sections 9 through 13 hereof, the term of
      Executive’s employment pursuant hereto (the “Term”) shall commence on the
      Effective Date and shall continue for a period of two (2)
      years.  Commencing on the second (2nd) anniversary
      of
      the Effective Date and each anniversary thereafter, the Term shall automatically
      be extended for additional one (1) year periods unless either Employer or
      Executive shall have given notice to the other not less than six (6) months
      in
      advance of the applicable anniversary that either does not intend to extend
      the
      Term.

     

     

    
      
        
        

      

      
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    3.           Position,
      Duties.

    


    (a)           During
      the Term, NPB will cause Executive to be employed as Executive Vice President,
      Trust of Bank.  Executive accepts such employment, with such powers
      and duties as may from time to time be determined by NPB's
      President/CEO.  During the Term, Employer will employ Executive (i)
      within the State of Delaware, or (ii) within a thirty (30) mile radius of any
      existing Employer location in the state of Delaware.

    


    (b)           Executive
      will devote substantially all of Executive’s time and attention to, and will use
      Executive’s best energies and abilities in the performance of, Executive’s
      duties and responsibilities as prescribed in this Section 3, and will not engage
      in consulting work or any trade or business for Executive’s own account or for
      or on behalf of any other person, firm or corporation which competes, conflicts,
      or interferes with the performance of Executive’s duties hereunder in any
      way.  Notwithstanding the foregoing, Executive may (i) perform
      community service consistent with NPB and Bank policy; (ii) engage in activities
      on behalf of NPB or Bank or for Executive’s own account; and (iii) serve as a
      member on the Board of Directors of each of PHEAA Foundation and RCMC, Inc.
      (the
“External Boards”); provided, however, that all such service or activities do
      not interfere with performance of Executive's responsibilities under this
      Agreement, and further provided that Executive shall pay to Bank any Directors’
fees received by Executive in connection with his membership on the External
      Boards.

    


    4.           Base
      Compensation.  Except as provided in Section 17, for all services
      to be performed by Executive pursuant to Section 3, Employer will pay Executive
      a base salary of One Hundred Eighty-Five Thousand Dollars ($185,000.00)1  per
      year.  Employer shall pay such salary to Executive in approximately
      equal installments during each year on the customary salary payment dates of
      Employer, and such salary shall be subject to applicable income tax withholding,
      deductions required by law, and other deductions authorized by
      Executive.  Executive shall not be entitled to any additional
      compensation for service as a director or committee member of NPB, Bank or
      any
      other affiliated company.  Executive’s salary will be reviewed
      annually in a process consistent with similarly situated executives of
      NPB.

    


    5.           Health
      Insurance, Benefit Plans, Stock Compensation Plans, etc.

    


    (a)           In
      addition to the compensation payable to Executive pursuant to Section 4 hereof,
      Executive shall be entitled during the time this Agreement is in effect to
      participate in all group insurance, 401(k) plans, employee stock purchase plans
      or other plans (other than pension plans) providing benefits applicable
      generally to employees of NPB or Bank which are presently in force or which
      may
      hereafter be adopted by NPB or Bank.

     

    (b)           Executive
      shall also be eligible during the time this Agreement is in effect for receipt
      of stock options, restricted stock, or other equity awards, commensurate
      with

     

     

     

    1
      Executive's first annual review date for
      salary is June, 2008.

     

    
      
        
        

      

      
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     Executive’s
      positions with NPB and Bank, pursuant to NPB's Long-Term Incentive Compensation
      Plan or any successor or additional stock option plan or stock compensation
      plan
      which may hereafter be adopted by NPB for officers and other key employees
      of
      NPB and its subsidiaries.  Any discretionary terms of grants or awards
      to Executive (other than with respect to amount) shall be consistent with grants
      or awards to other senior officers generally.

    


    (c)           During
      the Term, Bank shall pay on Executive’s behalf that portion of all premium
      payments for which Executive is responsible under Executive’s externally
      provided health insurance and benefit plan.

    


    6.           Bonuses.  As
      additional compensation for services rendered hereunder, Executive shall be
      entitled to participate in an Executive Incentive Plan of
      Bank (the “Incentive Plan”), which shall be mutually
      agreed upon between Bank and NPB on an annual basis.

    


    7.           Other
      Benefits.  Except as provided in Section 17, as additional
      compensation for services rendered hereunder, Executive shall be entitled during
      the time this Agreement is in effect:

    


    (a)           To
      life insurance coverage and long-term disability insurance coverage, at no
      expense to Executive, in such amounts (the life insurance not to exceed $200,000
      coverage) and on such terms and conditions as are made available to other
      employees of Employer in commensurate positions with Executive (Executive shall
      be responsible for income taxes on imputed income for life insurance coverage
      over $50,000);

    


    (b)           To
      receipt of a cellular telephone allowance, in such amount as shall be determined
      by Employer from time to time, in Employer’s sole discretion, but in no event
      less than One Hundred Dollars ($100.00) per month;

    


    (c)           To
      five (5) weeks vacation per year and reasonable sick leave in accordance with
      Employer policy, as the sick leave policy may be revised from time to time;
      and

    


    (d)           To
      the terms of Executive’s Supplemental Executive Retirement Plan presently in
      effect (“SERP”).

    


    8.           Change
      in Control.

    


    (a)           If,
      following the second (2nd) anniversary
      of
      the Effective Date, a Change in Control (as defined in Section 8(b)) shall
      occur, and if thereafter, there shall be:

    


    (1)           At
      any time, any involuntary termination of Executive's employment (other than
      for
      Cause (as defined in Section 12(a));

     

     

     

    
      
        
        

      

      
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    (2)           At
      any time, any reduction in Executive's title, responsibilities or authority,
      including such title, responsibilities or authority as such may be increased
      from time to time;

    


    (3)           At
      any time, any reduction in Executive's Salary in effect immediately prior to
      a
      Change in Control, or any failure to provide Executive with benefits at least
      as
      favorable as those enjoyed by Executive under any of the pension, life
      insurance, medical, health and accident, disability or other employee plans
      of
      Employer in which Executive participated immediately prior to a Change in
      Control, or the taking of any action that would materially reduce any of such
      compensation or benefits in effect at the time of the Change in Control, unless
      such reduction relates to a reduction applicable to all employees
      generally;

    


    (4)           At
      any time, any reassignment of Executive beyond a fifty (50) mile radius from
      Executive's address provided on the signature page hereto; or

    


    (5)           At
      any time, any requirement that Executive travel in performance of Executive’s
      duties on behalf of NPB or an Affiliate for a greater period of time during
      any
      year than was required of Executive during the year preceding the year in which
      the Change in Control occurred;

    


    then,
      at
      the option of Executive, exercisable by Executive within one hundred eighty
      (180) days of the occurrence of any of the foregoing events, Executive may
      resign from employment (or, if involuntarily terminated, give notice of
      intention to collect benefits hereunder) by delivering a notice in writing
      to
      Employer, in which case Executive shall be entitled to a lump sum cash severance
      payment in the amount of $100,000, which Employer shall pay to Executive within
      thirty (30) days of Executive's termination of employment.

    


    
      	
               

            	
              (b)

            	
              "Change
                in Control" means:

            


    

    


    (1)           A
      merger, consolidation or other reorganization of Bank, except where the
      resulting entity is controlled, directly or indirectly, by NPB;

    


    (2)           A
      merger, consolidation or other reorganization of NPB, except where shareholders
      of NPB, immediately prior to consummation of any such transaction, continue
      to
      hold at least a majority of the voting power of the outstanding voting
      securities of the legal entity resulting from or existing after any such
      transaction and a majority of the members of the Board of Directors of
      the legal entity resulting from or existing after any such transaction are
      former members of NPB's Board of Directors;

    (3)           A
      sale, exchange, transfer or other disposition of substantially all of the assets
      of Bank to another entity, except to an entity controlled, directly or
      indirectly, by NPB; or

     

     

    
      
        
        

      

      
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    (4)           A
      sale, exchange, transfer or other disposition of substantially all of the assets
      of NPB to another entity, or a corporate division involving NPB.

    


    (c)           “Affiliate”
      means any corporation which is included within a “controlled group of
      corporations” including NPB, as determined under Section 1563 of the
      Code.

    


    (d)           “Code”
      means the Internal Revenue Code of 1986, as amended, and as the same may be
      amended from time to time.

    


    (e)           “Employer”
      includes, for purposes of this Section 8 only, NPB or any Affiliate which
      employs Executive at any particular time.

    


    (f)           “Salary”
      means Executive’s annual base salary, established either by contract or by the
      Board of Directors of Employer, prior to any reduction of such salary pursuant
      to any contribution to a tax-qualified plan under Section 401(k) of the
      Code.

    


    9.           Termination--Disability.  Employer
      may terminate Executive's employment at any time if Executive shall be
      "disabled."  "Disability" means that Executive is unable to engage in
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment that can be expected to result in death or can be expected
      to
      last for a continuous period of not less than one (1) year.  In such
      event:

    


    (a)           This
      Agreement shall remain in effect for the remainder of the Term and terminate
      at
      the end of such Term;

    


    (b)           Employer
      shall continue to pay Executive the compensation set forth in Section 4 for
      the
      remainder of the Term, at the times set forth in Section 4;

    


    (c)           Employer
      shall continue to pay Executive the compensation set forth in Section 6, if
      any,
      at the times and for the duration set forth in the Incentive Plan;
      and

    


    (d)           Employer
      shall make payments as provided in Executive’s SERP.

    


    10.           Termination--Death.  If
      Executive's employment is terminated because of Executive's death:

    


    (a)           This
      Agreement shall terminate at that time;

    


    (b)           Within
      thirty (30) days of the date of death, Employer shall pay to Executive's
      designated beneficiary, in one lump sum, an amount equal to the total amount
      of
      compensation remaining to be paid to Executive pursuant to Section 4 through
      the
      remaining Term of the Agreement and Section 6 for the remaining period set
      forth
      in the Incentive Plan; and

     

     

    
      
        
        

      

      
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    (c)           Employer
      shall make payments as provided in Executive’s SERP.

    


    11.           Voluntary
      Termination.  Executive may terminate Executive’s employment with
      Employer at any time.  In such event:

    


    (a)           This
      Agreement shall terminate at that time;

    


    (b)           Employer
      shall not be obligated to pay Executive any further compensation pursuant to
      Section 4 or otherwise, except that the following shall remain due and payable
      by Employer to Executive notwithstanding termination of this
      Agreement:

    


    (1)           Section
      4 compensation, if any, accrued and unpaid through the date of voluntary
      termination;

    


    (2)           The
      remaining amount payable to Executive pursuant to Section 6, if any, in
      accordance with the Incentive Plan;

    


    (3)           The
      amount payable to Executive pursuant to Section 8, if any; and

    


    (c)           Employer
      shall make payments as provided in Executive’s SERP.

    


    12.           Termination--Cause.  Nothing
      contained in this Agreement shall be construed to prevent Employer from
      terminating the employment of Executive hereunder at any time for
      "Cause".

    


    (a)           "Cause"
      means the Employer's good faith reasonable belief that the Executive committed
      (1) fraud, theft or embezzlement, (2) falsified corporate records,
      (3) disseminated confidential information concerning customers, NPB, Bank,
      any NPB or Bank subsidiary or any of its or their employees, (4) had
      documented unsatisfactory job performance under NPB's dismissal policy, or
      (5) violated NPB's Code of Conduct.  The foregoing definition of
      "Cause" is the definition of "Cause" used by NPB, Bank and their subsidiaries
      in
      the ordinary course of business.

    


    (b)           If
      Employer terminates Executive's employment for Cause:

    


    (1)           Employer
      shall give Executive a written notice of termination effective on the date
      specified by Employer in said notice, which notice shall contain a full
      statement of the facts and reasons for such termination;

    


    (2)           This
      Agreement shall terminate at such time;

    


    (3)           Employer
      shall not be obligated to pay Executive any further compensation pursuant to
      Section 4 or otherwise, except for (A) Section 4 compensation, if any, accrued
      and unpaid through the date of termination and (B) the remaining amount


     

     

     

    
      
        
        

      

      
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    payable
      to Executive pursuant to Section 6, if any, in accordance with the Incentive
      Plan; and

    


    (4)           Employer
      shall make payments, if any, in accordance with the terms of Executive’s
      SERP.

    


    13.           Termination--Without
      Cause.  Employer may terminate Executive's employment at any time
      without Cause.  In such event:

    


    (a)           This
      Agreement shall remain in effect for the remainder of its Term and terminate
      at
      the end of the Term;

    


    (b)           Employer
      shall continue to pay Executive the compensation set forth in Section 4 for
      the
      remainder of the Term, at the times set forth in Section 4;

    


    (c)           Employer
      shall continue to pay Executive the compensation set forth in Section 6, if
      any,
      at the times and for the duration set forth in the Incentive Plan;

    


    (d)           For
      the remainder of the Term, Bank shall continue to pay on Executive’s behalf that
      portion of all premium payments for which Executive is responsible under
      Executive’s externally provided health insurance and benefit plan;

    


    (e)           If
      a Change in Control shall occur prior to the end of the Term, Employer shall
      pay
      to Executive the payment to which Executive is entitled pursuant to Section
      8;

    


    (f)           Employer
      shall make payments as provided in Executive’s SERP; and

    


    (g)           Executive
      shall not receive any other employee benefits, including the benefits described
      in Section 7 of this Agreement, or be entitled to participate in any other
      plan
      or plans providing benefits generally to employees of Employer which are
      presently in effect or which may hereafter be adopted by Employer, for the
      remainder of the Term.

    


    14.           Non-Competition
      and Non-Solicitation. Executive acknowledges that NPB is a registered bank
      holding company engaged principally in the commercial and retail banking
      business, as well as the trust and asset management and insurance agency
      businesses, through its ownership, support, operation and management of its
      subsidiaries, including Bank.

    


    (a)           During
      the Term, and for a period of one (1) year thereafter, or if Executive shall
      voluntarily terminate employment with Employer pursuant to Section 11 hereof,
      for a period of one (1) year, or in the case of such voluntary termination
      following any Change in Control of NPB, for a period of ninety (90) days, after
      the termination of Executive's employment, Executive shall not, directly or
      indirectly, acting alone or in conjunction with others:

     

     

    
      
        
        

      

      
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    (1)           Engage
      as a director, officer, employee, partner, shareholder, consultant, agent or
      in
      any other capacity, in the commercial or retail banking or trust business in
      competition with NPB, Bank or any other entity in the NPB “controlled group” as
      determined under Section 1563 of the Code (the “NBP Controlled Group”) at that
      time in any location within fifty (50) miles of Greenville, New Castle County,
      Delaware (which area shall be reduced to a twenty-five (25) mile radius around
      Greenville, Delaware after a Change in Control); or

    


    (2)           Request
      any customers of NPB, Bank or any other entity in the NPB Controlled Group
      at
      that time to curtail or cancel their business with NPB, Bank, or any other
      such
      NPB entity, excluding himself and any customer who is a relative of
      Executive.

    


    Personal
      investments in publicly-traded
      companies with voting power less than five percent (5%) shall not be deemed
      an
      activity prohibited by this Section 14.

    


    Notwithstanding
      the foregoing, if
      Employer terminates Executive’s employment without Cause pursuant to Section 13
      hereof, Executive shall not be bound by the terms of this Section
      14(a).

    


    (b)           During
      the Term, and for a period of two (2) years thereafter, or if Executive shall
      voluntarily terminate employment with Employer pursuant to Section 11 hereof,
      for a period of two (2) years after the termination of Executive's employment,
      Executive shall not, directly or indirectly, acting alone or in conjunction
      with
      others, induce, or attempt to influence, any employee of NPB, Bank, or any
      other
      entity in the NPB Controlled Group during the Term or at the time of termination
      of employment, to terminate employment with NPB, Bank, or any other such NPB
      entity, or to enter into any employment or other business relationship with
      any
      other person (including Executive), firm or corporation.

    


    Executive
      recognizes that immediate and
      irreparable damage will result to Employer if Executive breaches any of the
      terms and conditions of this Section 14 and, accordingly, Executive hereby
      consents to the entry by any court of competent jurisdiction of an injunction
      against him to restrain any such breach, in addition to any other remedies
      or
      claims for money damages which Employer may seek.  Executive
      represents and warrants to Employer that Executive’s experience and capabilities
      are such that Executive can obtain employment in business without breaching
      the
      terms and conditions of this Section 14, and the enforcement hereof by
      injunction or otherwise will not prevent Executive from earning a
      livelihood.

    


    15.           Non-Disclosure.  During
      the Term and for an indefinite period thereafter, Executive shall not, directly
      or indirectly, acting alone or in conjunction with others, disclose to any
      person, firm or corporation any of the following information: any trade secret,
      any details of organization or business affairs, any names of past or present
      customers, consumers or employees, or any other proprietary data or confidential
      

     

     

    
      
        
        

      

      
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    information,
      of NPB, Bank, or of any of NPB's other direct or indirect, present or future,
      subsidiaries or affiliates; provided, however, that disclosure of such
      information within the scope of Executive's employment, disclosure of such
      information as is required by law, and disclosure of such information already
      in
      the public domain through no fault of Executive, shall not be prohibited by
      this
      Section 15.

    


    Employer
      may enforce the provisions of
      this Section 15 by suit for damages, injunction, or both.  Executive
      agrees that Employer would be irreparably injured by the breach of any provision
      of this Section 15, and money damages alone would not be an appropriate measure
      of the harm to Employer from such continuing breach.  Therefore,
      Executive acknowledges and agrees that Employer may seek equitable relief,
      including specific performance of the provisions of this Section 15, by
      injunction to remedy a breach of the provisions of this Section
      15.  This Section 15 shall remain in full force and effect in
      accordance with its provisions following any termination of this
      Agreement.

    


    16.           Binding
      Effect, Assignment.

    


    (a)           This
      Agreement shall be binding upon and inure to the benefit of NPB and Bank, and
      it
      shall be assignable to any corporation, limited liability company or other
      entity which may be or become the legal employer of all of NPB's and Bank's
      current employees in which case both NPB and Bank shall be guarantors of the
      due
      performance of all obligations set forth herein and the term "Employer" used
      herein shall include such assignee.  This Agreement shall also be
      assignable to any corporation, bank or other entity which may acquire NPB's
      or
      Bank's business or all or substantially all of the assets of NPB or Bank, or
      with or into which NPB or Bank may be merged or consolidated, as provided in
      Section 16(b).

    


    (b)           Each
      of NPB and Bank shall require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of NPB or Bank to expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that NPB or Bank would
      be required to perform it if no such succession had taken
      place.  Failure to obtain such assumption and agreement prior to the
      effectiveness of any such succession shall constitute a breach of this
      Agreement, in which case a Change in Control shall be deemed to have occurred
      and Executive shall have the immediate right to take the actions and receive
      the
      payments provided in Section 8.  As used in this Agreement, "NPB" and
      "Bank" shall mean NPB and Bank as previously defined and any successor to the
      business and/or assets of NPB or Bank as aforesaid which assumes and agrees
      to
      perform this Agreement by operation of law or otherwise.

    


    (c)           This
      Agreement shall be binding upon and inure to the benefit of Executive,
      Executive’s personal and legal representatives, heirs, distributees, devisees
      and assigns.  Notwithstanding the foregoing, the obligations and
      duties of Executive hereunder shall be personal and not assignable or delegable
      by Executive in any manner whatsoever.

     

     

    
      
        
        

      

      
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    17.           Exception
      for Across-the-Board Actions.  If, during the Term, the Boards of
      Directors of NPB and Bank shall determine, acting in good faith and with a
      reasonable basis, that it is in the best interests of NPB, Bank and NPB's
      shareholders to implement one or more broad, across-the-board cost-cutting
      measures for all members of senior management, then, notwithstanding Sections
      4
      and 7, Executive's base compensation and other benefits may be reduced in
      accordance with such cost-cutting measures in a manner consistent with any
      such
      reductions in base compensation and/or other benefits for other senior officers
      generally, except that this provision shall not apply to Executive’s
      SERP.

    


    18.           Employment
      After Term; Survival of Provisions.  Upon expiration of the Term,
      as it may be extended from time to time:

    


    (a)           Executive's
      employment status shall convert to "at will" employment status;

    


    (b)           except
      as set forth in (c) below, only Section 8 of this Agreement shall remain in
      effect for so long as Executive shall remained employed by Employer;
      and

    


    (c)           the
      provisions of Sections 14 and 15 relating to non-competition and non-disclosure
      shall remain in full force and effect in accordance with their respective
      provisions.

    


    19.           Notices.  All
      notices or other communications hereunder shall be in writing and shall be
      deemed given upon delivery if delivered personally or two (2) business days
      after mailing if mailed by prepaid, registered or certified mail, return receipt
      requested, addressed as follows:

    


    If
      to NPB or Bank, to:

    


    Glenn
      E. Moyer

    President
      and Chief Executive
      Officer

    National
      Penn Bancshares,
      Inc.

    Reading
      and Philadelphia
      Avenues

    Boyertown,
      PA  19512

    


    If
      to Executive, at the address set
      forth on the signature page hereto.

    


    or
      to
      such other address as may have been previously furnished by the party to the
      other by notice given in the manner provided herein.

    


    20.           Entire
      Agreement.  This Agreement is intended by the parties to
      constitute and does constitute the entire agreement between NPB, Bank and
      Executive with respect to the subject matter hereof.  This Agreement
      supersedes any and all prior agreements, understandings, negotiations and
      discussions of the parties, whether oral or written.

     

     

     

    
      
        
        

      

      
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    21.           Amendment.  This
      Agreement may be amended, modified, waived, discharged or terminated only by
      an
      instrument in writing signed by Executive, an authorized officer of NPB or
      an
      authorized officer of Bank, as the case may be, against whom or which
      enforcement of the amendment, modification, waiver, discharge or termination
      is
      sought.

    


    22.           Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the domestic internal law of the Commonwealth of
      Pennsylvania.

    


    23.           Interpretation
      of Provisions.  Wherever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under
      applicable law, but if any provision of this Agreement shall be prohibited
      by or
      invalid under applicable law, such provision shall be ineffective to the extent
      of such prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this Agreement.  Without
      limiting the generality of the foregoing, if a court of competent jurisdiction
      shall determine that the time or geography provisions of Section 14 are not
      reasonable, then such provision(s) shall be reformed to reflect such period
      of
      time or geographical areas as the court shall determine to be reasonable and
      enforceable.

    


    24.           Captions.  The
      captions contained in this Agreement are for reference purposes only and are
      not
      part of this Agreement.

    


    25.           Joint
      and Several Obligations.  All obligations of NPB and Bank herein
      shall be joint and several obligations.

    


    26.           Delay
      of Certain Payments.

    


    (a)           Notwithstanding
      anything to the contrary described herein, any payments payable to Executive
      pursuant to Sections 9, 10, 12 and 13 of this Agreement shall not be paid prior
      to the date which is six (6) months after the date of Executive’s separation of
      service with Employer or any Affiliate which employs Executive at such
      time.  Any amount described in the preceding sentence otherwise
      payable during the first six months following Executive’s separation from
      service shall be accumulated and paid to Executive in a lump sum amount on
      the
      first date of the seventh (7th) month
      following
      the date of separation from service.

    


    (b)           In
      addition, in no event shall this Agreement be construed to cause a payment
      of
      deferred compensation (as defined for purposes of Section 409A of the Code
      and
      any guidance or regulations promulgated thereunder) to be made on any date
      (or
      upon the occurrence of any event) which would cause the imposition of an excise
      tax under Section 409A of the Code.  In the event that this Agreement
      purports to provide that such a payment is to be made on any date (or upon
      the
      occurrence of any event) which would cause the imposition of an excise tax
      under
      Section 409A of the 

     

     

    
      
        
        

      

      
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    Code,
      such payment shall not be made until the earliest date on which (or upon the
      occurrence of the next event upon which) such payment can be made without
      causing the imposition of such an excise tax.

    


    27.           Termination
      of Prior Agreement, Pay-Out of Change-in-Control Benefit.

    


    (a)           In
      the event that (i) the Merger closes prior to January 1, 2008, and (ii)
      Executive’s employment with Employer is terminated prior to January 1, 2008, but
      on or after such Effective Date, Employer shall pay Executive an amount, at
      such
      time and in such form as provided under the Change in Control Agreement, dated
      July 20, 2006, by and between Bank and Executive (the “Change in Control
      Agreement”), equal to the amount calculated under Section 4(iv)(B) of the Change
      of Control Agreement (after any required withholding, excise tax or any
      reduction pursuant to Section 27(c) below, if applicable) (the “Payment”),
      determined as if the date of Executive’s termination in (ii) above is
      Executive’s “Date of Termination” as defined in the Change of Control Agreement,
      in full satisfaction of all amounts and benefits payable to Executive under
      the
      Change in Control Agreement, and the terms of Section 27(b) below shall not
      apply.

    


    (b)           In
      the event that (i) the Merger closes on or after January 1, 2008, or (ii) the
      Merger closes prior to January 1, 2008, and Executive remains employed with
      Employer through January 1, 2008, Executive, or Executive’s estate or heirs if
      Executive shall be deceased at the time of payment, shall be paid the Payment,
      determined as if the applicable date described in (x) or (y) below is
      Executive’s “Date of Termination” as defined in the Change of Control Agreement,
      as soon as practicable after later of (x) January 1, 2008, or (y) the Effective
      Date, but in no event later than the fifth (5th) business
      day
      following such date, in full satisfaction of all amounts and benefits payable
      to
      Executive under the Change in Control Agreement.

    


    (c)           The
      reduction applicable to any Payment made pursuant to Sections 27(a) and 27(b)
      above shall be calculated as follows: if the aggregate present value of (i)
      the
      Payment and (ii) any other payments to Executive by the Company that are
      contingent upon a change of control (the "Total Payment") constitutes a
      "parachute payment" under Section 280G of the Code, then the Payment shall
      be
      automatically reduced by the sum of (x) the aggregate present value of the
      amount that the Total Payment exceeds three (3) times Executive's "base amount",
      as such term is defined in Section 280G of the Code, and (y) One Dollar
      ($1.00).

    


     [Signature
      Page Follows]

    
 

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first written above.

    


    NATIONAL
      PENN BANCSHARES,
      INC.

    


    


      By:        /s/
      Glenn E. Moyer

    Name:
      Glenn E. Moyer

    Title:
      President &
CEO

    


    CHRISTIANA
      BANK & TRUST
      COMPANY

    


    


      By:        /s/
      Zissimos A. Frangopoulos

    Name:
      Zissimos A.
      Frangopoulos

    Title:
      President &
CEO

    


    


    Witness:/s/
      W. Timothy Cashman,
      II                                               /s/
      Thomas A. Campbell

         
      Thomas A. Campbell

    


    Address:

     

    _____________________________

     

    _____________________________

     

    _____________________________

     

     

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