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.

              	 	 	 	 


      

      


      


      
        
          
          

        

        
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                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

              	 
	 
      	 
      	 


      

      



      
        
           


        

        
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