Section 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2009, following the completion of a competitive salary study and based upon the recommendations of Glenn E. Moyer, President and Chief Executive Officer, and Scott V. Fainor, Senior Executive Vice President and Chief Operating Officer, the Compensation Committee of the Board of Directors of National Penn Bancshares, Inc. set a base salary for Sandra L. Bodnyk, Group Executive Vice President and Chief Risk Officer of $250,000 per year, effective June 1, 2009. This increased base salary reflects Ms. Bodnyk's promotion and increased responsibilities to National Penn as Chief Risk Officer as of March 26, 2009, in addition to her continuing executive management oversight of National Penn's consumer, mortgage and small business lending activities. Under Ms. Bodnyk's employment agreement, this base salary amount becomes the minimum base salary for future years.

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