EXHIBIT 10.1 [REPUBLIC FIRST BANCORP, INC. LETTERHEAD] April 27, 2005 Harry D. Madonna Republic First Bancorp, Inc. 1608 Walnut Street, Suite 1000 Philadelphia, PA 19103 Dear Mr. Madonna: As approved by the Company's Compensation Committee, your...

                                                                    EXHIBIT 10.1

                    [REPUBLIC FIRST BANCORP, INC. LETTERHEAD]


                                                                  April 27, 2005







Xxxxx X. Xxxxxxx
Republic First Bancorp, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX  00000

Dear Mr. Xxxxxxx:

         As approved by the Company's Compensation Committee, your signature on
this letter will confirm our agreement to amend your Employment Agreement dated
January 1, 2005 to increase the first year's annual base salary to $300,000
effective May 1, 2005.

                                           Sincerely,

                                           /s/

                                           Xxxx Xxxxxxxx
                                           Chief Financial Officer



AGREED AND APPROVED:


___________________
Xxxxx X. Xxxxxxx