ex10-1.htm


    EXHIBIT
      10.1

    


    2008
      DIRECTOR FEES

     

    
      
        	
                NATIONAL
                  PENN BANCSHARES

              	
                 

                2008

              
	
                  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.

              	 
	
                Chairperson
                  of Audit Committee

                Chairperson
                  of Executive Committee

                Chairperson
                  of Compensation Committee

                Chairperson
                  of Nominating/Corporate Governance Committee

                Chairperson
                  of Risk Committee

                Additional
                  Retainer – Lead Independent Director

                All
                  Other Board Members

              	
                $16,200

                $13,700

                $13,700

                $13,700

                $13,700

                $10,000

                $11,200

              
	
                Meeting
                  Fees (per meeting attended) (Monthly Meetings)

                 

              	
                $1,000

              
	
                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 Members attendance at Executive Disclosure

                   Committee
                  meeting

                All
                  Other Committee Members, including Chairperson (Executive, Compensation,
                  Nominating/Corp Governance and Risk)

                All
                  Other Committee Phone Meetings

                IT
                  Subcommittee

              	
                $750

                 $750

                 $250

                 

                $750

                $750

                 

                $500

                 

                $500

                $500

              
	
                Director
                  Education

                 

              	
                $750
                  per day,

                 (includes
                  travel day)

              
	 	 
	
                Strategic
                  Planning Meeting

              	 
	
                Day
                  #1

              	
                $1,000
                  Board Mtg Fee

                $500
                  Strat. Plan Mtg.

              
	
                Day
                  #2

              	
                $500
                  Strat Plan Mtg.

              
	 	 
	
                NATIONAL
                  PENN BANK

                 

              	 
	
                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

              


      

      


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                NATIONAL
                  PENN BANK

              	
                 

                2008

              
	
                ADVISORY
                  BOARDS

              	 
	
                Outside
                  directors only

              	 
	
                Philadelphia
                  Region Advisory Board

                Berks
                  County Advisory Board

                Manufacturing
                  Group Advisory Board

                FirstService
                  Bank

                HomeTowne
                  Heritage Advisory Board

                Peoples
                  First

                Nittany
                  Bank

                KNBT
                  Advisory Board

                 

              	
                N/A

                $250
                  per mtg

                $250
                  per mtg

                $250
                  per mtg

                $6,000/Yr.

                N/A

                $18,000/Yr

                $25,000/Yr

              
	 	 
	
                NATIONAL
                  PENN INVESTORS TRUST COMPANY

              	 
	
                Outside
                  directors only

              	 
	
                Retainer
                  for all non-bank board members

                Chairperson

                Board
                  Meetings

                Phone
                  Meetings

              	
                $1,000

                $750
                  per mtg

                $500
                  per mtg

                 $500
                  per mtg

              
	 	 
	
                CHRISTIANA
                  BANK AND TRUST COMPANY

              	 
	
                Outside
                  Directors only (per meeting attended)

                Audit
                  Committee members, including Chairperson

                Trust
                  Committee, including Chairperson

                Travel
                  expense allowance-annual

              	
                $1,000
                  per mtg

                $750
                  per mtg

                $500
                  per mtg

                $500

              


      

    

     

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