2010 Director Fee Schedule for National Penn Bancshares and Affiliates

Summary

This document outlines the 2010 compensation structure for outside directors of National Penn Bancshares and its affiliates. It details quarterly retainers, per-meeting fees, and additional compensation for chairpersons and committee members, as well as requirements for attendance to qualify for retainers. The agreement also specifies fees for director education, strategic planning workshops, and advisory board participation. Travel expense allowances for non-employee directors are included. The fee schedule applies to various entities within the National Penn group, including the bank, wealth management, insurance, and trust company divisions.

EX-10.5 7 ex10-5.htm EXHIBIT 10.5 ex10-5.htm

Exhibit 10.5

Approved January 27, 2010

2010 DIRECTOR FEES

NATIONAL PENN BANCSHARES
Outside Directors only	Paid Quarterly

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, Directors Enterprisewide Risk
Management, Technology Risk, and Finance/Investment Committee

Chairperson of Board	$61,200
Chairperson of Audit Committee	16,200
Chairperson of Executive Committee (other than Chairperson of Board)	13,700
Chairperson of Compensation Committee	13,700
Chairperson of Nominating/Corporate Governance Committee	13,700
Chairperson of Directors Enterprisewide Risk Management Committee	13,700
Chairperson of Technology Risk Committee	13,700
Chairperson of Finance/Investment Committee	13,700
All Other Board Members	11,200

Board Meeting Fees (per meeting attended)	$ 1,500
Committee Fees (per meeting attended)

Audit Committee Members, including Chairperson	$ 750
Audit Committee Meeting by Conference Call	750
Chairperson of Audit Committee also receives fee per phone	250
meeting with accountants
Audit Committee Member attendance at Executive Disclosure	750
Committee meeting

All Other Committee Members, including Chairperson (Executive,	500
Compensation, Nominating/Corp Governance, Directors’
Enterprisewide Risk Management, Technology Risk, and
Finance/Investment Committee)
All Other Committee Phone Meetings	500
Director Education
Per day (includes travel day)	$ 750

Strategic Planning Workshops
Entire workshop	$ 1,000

NATIONAL PENN BANK	Paid Quarterly
Outside Directors only (per meeting attended)	Paid Quarterly

Retainers:

Board meetings (held quarterly)	$ 1,000
Phone meetings	1,000

Approved January 27, 2010

Committee Fees (per meeting attended):

Committee Phone meetings	500

DIRECTOR EMERITUS
This retainer covers all meetings attended. Includes Bank and	$ 2,000
Bancshares Board Meetings and any committee meetings the
Director Emeritus may attend.

NATIONAL PENN BANK ADVISORY BOARDS
Outside directors only

Meeting Fees (per meeting unless otherwise noted)
Berks County Advisory Board	$ 250
FirstService Bank	250
HomeTowne Heritage Advisory Board - annual fee	6,000
Nittany Bank – annual fee	18,000
Nittany Advisory – Bellefonte	100
Nittany Advisory – State College	100
KNBT Advisory – Northern	250

NATIONAL PENN WEALTH MANAGEMENT, N.A.
Outside directors only

Meeting Fees (per meeting attended):
Board Meetings	$ 500
Phone Meetings	500
Travel expense allowance-annual (non-employees only)	500

NATIONAL PENN INSURANCE SERVICES GROUP, INC.
Outside Directors only

Board Meeting Fee (per meeting attended)	$ 500
Travel expense allowance-annual (non-employees only)	500

CHRISTIANA BANK AND TRUST COMPANY
Outside Directors only

Meeting Fees (per meeting attended)
Board Meetings	$ 1,000
Audit Committee Members, including Chairperson	750
Trust Committee Members, including Chairperson	500
Travel expense allowance-annual	500