2010 Director Fee Schedule for National Penn Bancshares and Affiliates

Summary

This document outlines the compensation structure for outside directors of National Penn Bancshares and its affiliated entities. It details quarterly retainers, per-meeting fees, and additional compensation for chairpersons of various committees. The agreement specifies attendance requirements for eligibility and includes separate fee schedules for board and committee meetings, director education, strategic planning workshops, and advisory boards. Travel allowances and annual fees for certain advisory roles are also included. The schedule applies only to non-employee directors and is paid quarterly, with specific amounts set for each role and activity.

EX-10.2 3 exh10-2.htm DIR FEE SCHEDULE exh10-2.htm

EXHIBIT 10.2

2010 DIRECTOR FEES

NATIONAL PENN BANCSHARES
Outside Directors only

Retainers: Board members must attend in person or by phone 75%	Paid Quarterly
of meetings (Board and Committee Meetings combined) to be paid
retainer. Committees include: Audit, Executive Compensation
Nominating/Corp. Governance, Directors Enterprisewide Risk
Management, and Technology Risk Sub-Committee

Chairperson of Board	$	61,200
Chairperson of Audit Committee		16,200
Chairperson of Executive Committee		13,700
Chairperson of Compensation Committee		13,700
Chairperson of Nominating/Corporate Governance Committee		13,700
Chairperson of Directors Risk Management Committee		13,700
Chairperson of Technology Risk Sub-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
Board Member attendance at ALCO meeting		500
All Other Committee Members, including Chairperson (Executive,		500
Compensation, Nominating/Corp Governance, Risk and
Technology Risk Sub-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
Outside Directors only (per meeting attended)		Paid Quarterly

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

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, including Chairperson	500
Travel expense allowance-annual	500