2009 DIRECTORFEES

EX-10.6 7 exh10-6.htm DIRECTORS' FEE SCHEDULE 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