0001047469-09-002764 Sample Contracts

CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT
Compete and Non-Disclosure Agreement • March 16th, 2009 • First Chester County Corp • National commercial banks • Pennsylvania

THIS CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of this 28 day of March, 2006, by and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as the “Bank”) and Michael T. Steinberger of 906 Tallmadge Drive, West Chester, PA 19380 (hereinafter referred to as “Executive”).

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CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT
Change of Control • March 16th, 2009 • First Chester County Corp • National commercial banks • Pennsylvania

THIS CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of this 19 day of June, 2006, by and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as the “Bank”) and Andrew H. Stump of 811 Peter Christopher Drive, West Chester, PA 19382 (hereinafter referred to as “Executive”).

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • March 16th, 2009 • First Chester County Corp • National commercial banks • Pennsylvania

THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into this 19th day of November 2008 by and between First National Bank of Chester County (the “Bank”) and Deborah R. Pierce (“Employee”).

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • First Chester County Corp • National commercial banks

THIS AMENDMENT (the “Amendment”) is made as of December 30, 2008, by and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation, and a national banking association (the “Bank”“) and Karen D. Walter (“Executive”).

FIRST CHESTER COUNTY CORPORATION AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT FOR
Restricted Stock • March 16th, 2009 • First Chester County Corp • National commercial banks

We are pleased to advise you that the terms of Paragraph 4 of the Restricted Stock Award Agreement awarded to you as of the Date of Grant set forth above, has been amended and restated to read in its entirety as follows:

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