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Supplemental Benefit Retirement Plan - FIRST CHESTER COUNTY CORP - 3-15-2007

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									Exhibit B THE FIRST NATIONAL BANK OF CHESTER COUNTY SUPPLEMENTAL BENEFIT RETIREMENT PLAN (Effective January 1, 2005)

Table of Contents
Section 1 2 2.1 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 4 4.1 4.2 4.3 4.4 5 5.1 5.2 6 6.1 6.2 6.3 6.4 6.5 6.6 6.7 7 7.1 Content DEFINITIONS............................................................. MEMBERSHIP IN THE PLAN.................................................. Commencement of Membership........................................... DEFERRED BENEFIT ACCOUNTS............................................... Initial Balance...................................................... Deferral............................................................. Commencement of Retirement Benefit................................... Form of Retirement Benefits.......................................... Death Benefit........................................................ Acceleration of Payment.............................................. Beneficiary Designation.............................................. Vesting.............................................................. PAYMENT OF BENEFITS..................................................... Unfunded Plan........................................................ Non-Alienation....................................................... Incapacity........................................................... Benefit Liability.................................................... AMENDMENT AND TERMINATION............................................... Plan Amendment....................................................... Plan Termination..................................................... ADMINISTRATION.......................................................... Appointment of Administrator......................................... Delegation of Duties................................................. Powers and Duties.................................................... Records and Accounts................................................. Employer's Responsibility to Administrator........................... Payment of Expenses.................................................. Indemnity of Plan Administrator...................................... CLAIMS PROCEDURE........................................................ Claim................................................................ Page 1 3 3 4 4 4 6 6 6 6 6 6 8 8 8 8 8 9 9 9 10 10 10 10 11 11 11 11 12 12

Section 8 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8

Content MISCELLANEOUS........................................................... Supplemental Benefits................................................ Governing Law........................................................ Binding Terms........................................................ Severability......................................................... Construction......................................................... No Guarantee of Employment........................................... Taxes................................................................ Merger, Consolidation, Sale of Business..............................

Page 13 13 13 13 13 13 13 13 13

SECTION 1 DEFINITIONS
1.1 Account Balance shall mean the account maintained for each Member which reflects benefits and deferrals made pursuant to Section 3. Administrator or Plan Administrator shall mean a plan administrator within the meaning of ERISA. Board shall mean the Board of Directors of the Employer or any committee thereof empowered to act in connection with this Plan. Code means the Internal Revenue Code of 1986, as amended from time to time. Compensation for a Plan Year shall mean the amount of base salary paid to a Member by a Participating Employer in a Plan Year for services rendered plus amounts that a Member elects to have withheld from his base salary to provide benefits under any plan maintained by a Participating Employer that meets the requirements of Section 125 or 401(k) of the Code. Deferral Election Agreement shall mean the agreement filed by a Member prior to the beginning of the Plan Year(s) in which Compensation of the Member is to be deferred pursuant to such agreement and this Plan or, in the case of a new Member, filed within 30 days of becoming a Member with respect to Compensation earned thereafter. Disability shall mean the inability of a Member, as determined by a physician selected by the Committee, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Employee shall mean each employee of a Participating Employer. Employer shall mean The First National Bank of Chester County, a national banking association, and any successor thereto. ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, from time to time. Member shall mean an Employee who is designated as eligible to participate in the Plan. Normal Retirement Date shall mean the last day of the month in which a Member attains age sixty-five (65).

1.2

1.3

1.4

1.5

1.6

1.7

1.8 1.9

1.10

1.11

1.12

1.13

Participating Employer shall mean the Employer and each affiliate of the Employer that adopts this Plan with the consent of the Employer. Plan shall mean The First National Bank of Chester County Supplemental Benefit Retirement Plan as set forth herein, and as amended from time to time. Plan Year shall mean the calendar year.

1.14

1.15

2

SECTION 2 MEMBERSHIP IN THE PLAN 2.1 Commencement of Membership. The Board shall have complete discretion with respect to designating or terminating a designation of an Employee as a Member. An Employee shall become a Member on the date specified by the Board. 3

SECTION 3 DEFERRED BENEFIT ACCOUNT
3.1 A. Initial Balance. For all periods prior to the effective date of this Plan, Members' Benefits shall be calculated as provided in the documents then in effect. Annual Credit. As of the end of each Plan Year each Member's Deferred Benefit Account shall have a beginning balance equal to the Member's Deferred Benefit Account as of the end of the immediately preceding Plan Year. The Deferred Benefit Account of each Member then shall be increased by the amount of (i) 3% of the Member's Compensation during the Plan year, (ii) any deferred compensation, and (iii) any earnings on the Deferred Benefit Account and credited thereto pursuant to section 3.1 C hereof, and reduced by the amount of all distribution, if any, made from such Deferred Benefit Account during the Plan Year. Earnings Credited on Deferred Benefit Account. As of the end of each calendar quarter, each Member's Deferred Benefit Account shall be credited with earnings based on the prime rate published in the Wall Street Journal on the last working day of December of the prior Plan Year. No Trust or Trust Fund. A Member's Deferred Benefit Account shall neither constitute nor be treated as a trust or trust fund of any nature whatsoever for any purpose whatsoever. It shall be used solely to determine the amount payable to the Participant or his Beneficiary(s) pursuant to this Plan. Statement of Account. The Employer shall submit to each Participant, within one hundred twenty (120) days after the close of each Plan Year, a statement in such form as the Employer deems desirable, setting forth the balance to the credit of such Participant in his Deferred Benefit Account as of the last day of the preceding Plan Year. Deferral. A Member may elect to defer, with respect to every Plan Year for a period of ten (10) consecutive years less the number of Plan Years to which his prior Deferral Election Agreement(s) applied, a portion of his compensation, in multiples of Five Thousand Dollars ($5,000). The amount deferred with respect to any Plan Year shall not exceed Fifty Thousand Dollars ($50,000), nor be less than Five Thousand Dollars ($5,000). A Member may also elect to defer one-fourth, one-half, three-fourths or all of any bonus to which the Member becomes entitled in any Plan Year. Changes in Deferral Amounts and Periods. From time to time, the Employer may increase or decrease the minimum and maximum amounts subject to deferral set forth above, as well as the period for which the deferrals are effective, by giving reasonable written notice to the Members. Such changes shall be effective for all Deferral Election Agreements filed thereafter. Due Date and Applicable Period for Deferral Election Agreement. A Deferral Election Agreement must be filed with and received by the Plan Administrator on or before December 15 to be effective for the Plan Years commencing with the first Plan Year after such December 15. The deferral amount designated in each Deferral

B.

C.

D.

E.

3.2

A.

B.

C.

D.

4

Election Agreement shall apply to Compensation paid in the immediately following Plan Year in which the Deferral Election Agreement is received by the Plan Administrator. For new Members, a Deferral Election Agreement must be filed within 30 days of becoming a Member, with respect to Compensation earned thereafter. E. Irrevocability of Election; Exception. An election to defer compensation shall be irrevocable upon the filing of the Deferral Election Agreement; provided, however, that prior to December 15 of any year, a Member who previously has filed a Deferral Election Agreement may file an amended Deferral Election Agreement with the Plan Administrator which will replace the prior Deferral Election Agreement on a prospective basis only. F. Elective Deferred Compensation. The amount of Compensation that a Member elects to defer pursuant to his Deferral Election Agreement(s) shall be credited by the Employer to the Participant's Account Balance at such times as the compensation would have been paid if it had not been deferred. To the extent that the Employer is required to withhold any taxes or other items from the Participant's deferred Compensation pursuant to any Federal, state or local law, such taxes or items shall be taken out of the portion of the Member's Compensation that is not deferred under this Plan. 5

3.3 Commencement of Retirement Benefit. A. Retirement Date. A Member shall be entitled to receive benefits upon the earliest of (i) the first day of the month following the month in which the Member attains Sixty-five (65) years of age, (ii) the first day of the month following the month in which the employment of the Participant with the Bank terminates for any reason or (iii) the first day of the first month following the date in which twenty-five (25) years has elapsed from the date of the first deferral pursuant to the Member's Deferral Election Agreement. B. Commencement of Payment. Payments under this Plan shall begin within sixty (60) days after receipt by the Plan Administrator of notice of an event which entitles a Participant (or Beneficiary(s)) to payments under this Plan. 3.4 Form of Retirement Benefits. A Member may elect to receive his benefit under Section 3.2 in the form of a lump sum or in installments over 5, 10 or 15 years. The election as to the form of payment will be made when the Member begins participation under this Plan. 3.5 Death Benefit. A. After Benefit Commencement. Generally, if a Member dies after the payment of benefits to him begins, but before the account balance has been fully paid, then the balance of the account shall be paid to his beneficiary. Payments shall continue in accordance with the form of benefit elected. B. Active Employment after Normal Retirement Date. If a Member dies while an Employee on or after his Normal Retirement Date, upon the beneficiary's election, benefits shall be paid in accordance with the form of benefit elected. C. Other. If a Member dies before the payment of benefits to him begins and prior to his Normal Retirement Date, the Member's beneficiary shall receive a lump sum benefit. 3.6 Acceleration of Payment. The Board, in its discretion, may accelerate the payment of any benefit due to a, Member or beneficiary by directing distribution to such Member or beneficiary of a lump sum payment, but only as permitted by regulations issued pursuant to Code Section 409A. 3.7 Beneficiary Designation. Each Member shall have the right to designate a beneficiary or contingent beneficiary to receive any benefit payable with respect to such Member by filing a written designation with the Administrator on the form prescribed by the Administrator for such purpose. A Member may thereafter designate a different beneficiary at any time by filing a new written designation. If the Member does not designate a beneficiary or if the Member's beneficiary (or last contingent beneficiary dies before payment begins, the Member's designated beneficiary shall be deemed to be his spouse or, if none, his estate. If the Member's beneficiary or last contingent beneficiary dies after payments to such beneficiary commence but before payments are complete, the balance of any payments due shall be made to such beneficiary's estate. 3.8 Vesting. A Member shall have a fully vested interest in his Account Balance at all times. 6

SECTION 4 PAYMENT OF BENEFITS 4.1 Unfunded Plan. Benefits are payable in cash from a Participating Employer's general assets as they become due irrespective of any actual investments a Participating Employer may make to meet its obligations. Neither a Participating Employer, nor any trustee (in the event a Participating Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset, segregated account, trust, escrow, reserve or other arrangement; and any reference to investments is solely for the purpose of computing the value of benefits under this Plan. No asset of a Participating Employer shall be deemed segregated or otherwise set aside to discharge its obligation under this Plan. To the extent a Member or beneficiary acquires a right to receive payments from a Participating Employer, such right shall be no greater than the right of any unsecured creditor of that Participating Employer. 4.2 Non-Alienation The payments, benefits or rights of any Member or beneficiary thereof shall not be subject to any claim of any creditor of such person; and to the fullest extent permitted by law, shall be free from attachment, garnishment, trustee's process, or any other legal or equitable process available to any creditor of such person. No member or beneficiary thereof shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under this Plan, except the right to designate a beneficiary or beneficiaries as provided in Section 3.6. 4.3 Incapacity. If the Administrator determines that a person entitled to receive any benefit payment is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Administrator may direct that payments be made to such person's legal representative or to a relative or other person for his benefit, or apply the payment for the benefit of such person in such manner as the Administrator considers advisable. Any payment of a benefit in accordance with the provision of this Section shall be a complete discharge of any liability under this Plan to make such payment. 4.4 Benefit Liability. Each Participating Employer shall be solely liable for the payment of benefits accrued by a Member with respect to service for it. No Participating Employer shall be a liable directly or as a guarantor for benefits accrued for service with another entity, except that service for periods prior to the date an Employee becomes a Member shall be deemed service with his employer on the date he first becomes a Member. 7

SECTION 5 AMENDMENT AND TERMINATION 5.1 Plan Amendment. This Plan may be amended in whole or in part or terminated by resolution of the Board at any time; provided, however, the Board may not amend the Plan in a manner that results in the reduction of a Member's Account Balance as of the date of the amendment or deprives any Member who has vested rights of such rights. 5.2 Plan Termination. If the Plan is terminated, each Member's Account Balance as of the date of termination shall be vested and shall be distributed to the Member of his beneficiary in accordance with Section 3. 8

SECTION 6 ADMINISTRATION 6.1 Appointment of Administrator. The Employer shall be the Administrator. However, the Employer by resolution of its Board may appoint an individual or a committee to serve as Administrator. Any person so appointed shall signify his acceptance by filing a written acceptance with the Employer. Any individual designated to serve may be removed by the Employer at any time and may resign at any time by submitting his resignation in writing to the Employer. The Administrator shall be the named fiduciary, within the meaning of ERISA, of this Plan. The Administrator shall have the authority to control and manage the operation and administration of the Plan. If the Administrator is the Employer, the Administrator shall act through or by direction of its officers and employees. If the Administrator consists of a committee of more than two members, the Administrator shall act by majority vote of the committee members. 6.2 Delegation of Duties. The Administrator may (a) delegate all or a portion of the responsibilities of controlling and managing the operation and administration of the Plan to one or more persons, (b) appoint such agents, advisors, counsel, or other representatives to render advice with regard to any of its responsibilities under the Plan, and (c) remove any such appointee from his position. 6.3 Powers and Duties. The responsibility to control and manage the operation and administration of the Plan shall rest in the Administrator; and shall include, but shall not be limited to, the performance of the following acts: A. the filing of all reports required of the Plan; B. the distribution to Members and beneficiaries of all reports and other information of the Plan; C. the keeping of complete records of the administration of the Plan; D. the promulgation of rules and regulations for administration of the Plan consistent with the terms and provisions of the Plan; E. the interpretation of the Plan, including the determination of any questions of fact arising under the Plan and the making of all decisions required by the Plan; and F. the direction to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan. The construction of the Plan and any actions and decisions taken thereon in good faith by the Administrator shall be final and conclusive. The Administrator may correct any defect, or supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as shall be expedient to carry the Plan into effect and shall be the sole judge of such expediency. 9

6.4 Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records of Members and of their rights under the Plan. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated by it. 6.5 Employer's Responsibility to Administrator. The Employer shall furnish such data and information as are necessary for the administration of the Plan. The records of the Employer shall be determinative of each Member's period of employment, termination of employment and the reason therefor, years of Service, personal data, and Compensation. Members and their beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests. 6.6 Payment of Expenses. All expenses incurred in the operation or administration of this Plan shall be paid by the Employer. 6.7 Indemnity of Plan Administrator. The Employer shall indemnify any Board member or Employee who serves as the Administrator or who is a delegate against any and all claims, loss, damage, expense or liability arising from any action or failure to act, except when due to gross negligence or willful misconduct. 10

SECTION 7 CLAIMS PROCEDURE 7.1 Claim. If a Participant or Beneficiary or other person entitled to receive payments under this Plan is dissatisfied with any decision or other action of the Plan Administrator or the Committee with respect to the Plan, including the payment of benefits hereunder, he or she may file a claim with the Committee, in writing, within ninety (90) days after the occurrence of such decision or other action. A decision as to the validity of a claim ordinarily will be made by the Committee within twenty (20) business days after the date the claim is received by the Committee. Occasionally, however, certain questions may prevent the Committee from rendering a decision on the validity of the claim within that twenty (20) business day period. If this occurs, the claimant will he notified by the Committee, in writing of the reason(s) for the delay as well as the anticipated length of the delay. If further information or other material is required, the claimant will be so informed. If a claim is wholly or partially denied or disputed, the Committee shall, within 90 days after receipt of the claim, notify the claimant of such total or partial denial or dispute. Such notification shall list: A. the specific reason or reasons for the denial or dispute; B. the specific reference to the pertinent provisions of this Plan upon which the denial or dispute is based; C. a description of any additional information necessary for the claimant to perfect the claim and an explanation of why such information or material is necessary; and D. an explanation of the claims review procedure as set forth in this Agreement. 11

SECTION 8 MISCELLANEOUS 8.1 Supplemental Benefits. The benefits provided for the Members under this Plan are in addition to benefits provided by any other plan or program and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between a Participating Employer and any Member. 8.2 Governing Law. The Plan shall be governed and construed in all matters respecting the Commonwealth of Pennsylvania, except to the extent superseded by federal law. 8.3 Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors. 8.4 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein. 8.5 Construction. All headings preceding the text of the Sections hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where appropriate, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural. 8.6 No Guarantee of Employment. The establishment of this Plan shall not be construed as creating any contract of employment between a Participating Employer and any Member. Nothing herein contained shall give any Member the right to inspect the books of any Participating Employer or to interfere with the right of a Participating Employer to discharge any Member from employment or the right of a Member to terminate his employment at any time 8.7 Taxes. No participating Employer shall be responsible for the tax consequences under federal, state or local law of any election made by any Member under the Plan. All payments under the Plan shall be subject to payroll tax, withholding and reporting requirements to the extent provided by applicable law. 8.8 Merger, Consolidation, Sale of Business. The Bank shall not merge or consolidate with any other entity or permit its business activities to be taken over by any other entity unless such other entity expressly assumes all obligations and liabilities of the Bank set forth herein and as may have accrued pursuant hereto. Employer: The First National Bank Attest: of Chester County Deborah Pierce By: John Balzarini 12

FIRST CHESTER COUNTY CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR [ELIGIBLE PARTICIPANT NAME] We are pleased to advise you that First Chester County Corporation (the "Corporation") hereby grants to you under the First Chester County Corporation 2005 Restricted Stock Plan (the "Plan"), an award of restricted stock with respect to _________ shares of Common Stock of the Corporation, subject to your signing this Agreement and the provisions hereof. This award is subject in all respects to the applicable provisions of the Plan, a complete copy of which has been furnished to you and receipt of which you acknowledge by acceptance of the award. Such provisions are incorporated herein by reference and made a part hereof (including all defined terms). 1. Issuance of Shares. Upon your execution and delivery of this Agreement and one or more instruments of transfer relating to all shares issuable pursuant to this Agreement (the "Shares"), you will be issued ________Shares of Common Stock as of _____________ (the "Grant Date"), subject to the terms, conditions and restrictions of this Agreement and the Plan. Such Shares shall be registered in your name, but the Corporation shall retain custody of any certificates issued for such Shares pending the vesting or forfeiture thereof. Upon the vesting of any such Shares, the Corporation shall deliver to you the certificates for such Shares. 2. Vesting. Shares of Common Stock issued to you under this Agreement shall vest according to the following schedule: (A) 33 1/3% of the shares issued under the Restricted Stock Award shall vest on the first annual anniversary of the Grant Date; (B) an additional 33 1/3% of the shares issued under the Restricted Stock Award shall vest on the second annual anniversary of the Grant Date; (C) the remaining 33 1/3% of the shares issued under the Restricted Stock Award shall vest on the third annual anniversary of the Grant Date. 3. Conditions to Vesting. As a condition to the vesting of any portion of the Shares, all of the following conditions must be fully satisfied on the applicable vesting date: (i) You must be employed by or engaged to provide services to (and, at all times subsequent to the Grant Date, have been continuously employed by or engaged to provide services to) the Corporation or its affiliates, and no event shall have occurred which, with due notice or lapse of time, or both, would entitle the Corporation to terminate your employment or engagement with the Corporation or its affiliates.

(ii) You must not be in breach or default of any obligation to the Corporation, whether or not contained in any agreement with the Corporation or imposed by law. 4. Death, Disability or Change in Control. Shares of Common Stock issued under this Agreement shall become immediately and fully vested in the event: (A) you die; (B) you incur a Disability; or (C) a Change of Control occurs; provided, however, that you satisfy the requirements of Section 3 of this Agreement. The terms "Disability" and "Change of Control" are defined in the Plan. 5. Transferability. The Shares of Common Stock issued to you under this Agreement shall not be transferable by you prior to the date such Shares become vested under the terms of this Agreement and the Plan, except in the case of your death or disability. 6. Restrictive Legend. Certificates for the Shares with respect to which the restrictions have not lapsed shall be inscribed with the following legend: "The shares of stock evidenced by this certificate are subject to the terms and restrictions of a Restricted Stock Award Agreement. They are subject to forfeiture under the terms of that Agreement if they are transferred, sold, pledged, given, hypothecated, or otherwise disposed of, other than through death or disability. A copy of that Agreement is available from the Secretary of First Chester County Corporation upon request." 7. Removal of Restrictive Legend. When the restrictions on any Shares lapse, the Corporation shall cause a replacement stock certificate for those Shares, without the legend referred to in Section 6, to be issued and delivered to you, as soon as practicable. 8. No Right to Employment. Neither the award of Shares pursuant to this Agreement nor any provision of this Agreement shall be construed (i) to give you any right to continued employment with the Corporation or (ii) as an amendment to your employment agreement with the Corporation. 9. Forfeiture. Shares of Common Stock issued to you under this Agreement not previously vested hereunder shall be forfeited as of the date your employment by, or engagement to provide services to, the Corporation and all affiliates thereof terminates. Following such a forfeiture, you shall have no rights whatsoever with respect to the Shares of Common Stock forfeited. 10. Voting, Dividend and Tender Offer Rights. You shall have all voting, dividend and tender offer rights with respect to Shares of Common Stock issued to you under this Agreement whether or not such Shares are vested or unvested. Cash dividends shall be distributed to you. Stock dividends shall be issued to you and shall become vested under the same terms and conditions as the Shares under the award of restricted stock to which they pertain. -2-

11. Withholding of Applicable Taxes. It shall be a condition to the Corporation's obligation to deliver Common Stock to you pursuant to this Agreement that you pay, or make provision satisfactory to the Corporation for the payment of, any taxes (other than stock transfer taxes) the Corporation is obligated to collect with respect to the delivery of Common Stock under this Agreement, including any applicable federal, state, or local withholding or employment taxes. 12. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Corporation and you. The undersigned hereby acknowledges this award of restricted stock on behalf of the Corporation. FIRST CHESTER COUNTY CORPORATION By: _________________________________ Title:_________________________________ Date: _________________________________ To indicate your acceptance and agreement to this Restricted Stock Award, please execute and immediately return to the Corporation the enclosed duplicate original of this Agreement. The undersigned (the "Participant") acknowledges receipt of a copy of the Plan and a copy of the Prospectus covering the Restricted Stock to be issued pursuant to the Plan, and the Participant represents that he or she has read and is familiar with the terms, conditions and provisions thereof and hereby accepts this Restricted Stock Award subject to all the terms, conditions and provisions thereof. The Participant hereby agrees to accept as binding, conclusive and final, all decisions or interpretations of the Board of Directors or the Administrator upon any questions arising under the Plan. ACCEPTED AND AGREED TO: [Employee's name] Date -3-

FIRST CHESTER COUNTY CORPORATION EXECUTIVE INCENTIVE PLANS ANNUAL INCENTIVE PLAN LONG TERM INCENTIVE PLAN Effective January 1, 2006

FIRST CHESTER COUNTY CORPORATION EXECUTIVE INCENTIVE PLAN ANNUAL INCENTIVE AND LONG TERM INCENTIVE PLANS ARTICLE I - Introduction A vital component of the success of First Chester County Corporation ("Corporation") is the ability of the executive management team to meet and achieve performance objectives consistent with the strategic objectives of the Corporation and the best interests of its shareholders. The ability to grow and manage the Corporation in a positive manner is critical to the Corporation's future success. This Executive Incentive Plan ("Plan"), which includes both an Annual Incentive Plan and a Long Term Incentive Plan, has been developed as a meaningful compensation tool to encourage the growth and proper management of the Corporation. The major purposes of the Plan are: o To motivate and reward executives for positive performance of the Corporation on an annual basis; o To provide additional compensation to executives that is directly linked to their individual and collective performance; and o To emphasize the long term growth and profitability of the Corporation. The focus of this Plan is to provide an incentive for the executive team to achieve annual and longer term performance objectives that are coordinated with the objectives of the Corporation. ARTICLE II - Definitions 2.1 The following definitions shall be used in this Plan: "Board of Directors" means the Board of Directors of the Corporation. "CEO" means the chief executive officer of the Corporation, as appointed by the Board

of Directors. "Change in Ownership or Effective Control" has the meaning provided in regulations issued pursuant to Section 409A of the Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Corporation" means First Chester County Corporation. "Disability" means that a person is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months. Disability shall be determined by the Board of Directors in consultation with the medical experts it selects. The "Effective Date" of the Plan is January 1, 2006. "Employee" means any individual regularly employed by the Corporation. "Participant" means an Employee chosen to participate in this Plan pursuant to the terms of Article III. "Plan" means the First Chester County Corporation Executive Incentive Plan, as set forth in this document, and any amendments adopted by the Board of Directors. The Plan includes within it two types of incentive arrangements - the Annual Incentive Plan and the Long Term Incentive Plan. "Plan Year" means the calendar year. "President" means the President of the Corporation, as appointed by the Board of Directors. 2

ARTICLE III - Participation 3.1 (a) Participation in the Plan will be determined at the beginning of each Plan Year by the CEO and the President, and will be approved by the Board of Directors. To participate, an Employee must be a regular employee of the Corporation with on-going responsibilities that are executive in nature and that have a meaningful impact on the Corporation's results. Participation in the Plan by the CEO and the President will be approved annually by the Board of Directors. Generally, Participants will include officers at the Senior Vice President level and above. 1. Exhibit A will list Participants each year in the Annual Incentive Plan and Exhibit C, the Participants in the Long Term Incentive Plan. Those exhibits may include multiple levels of participation. These levels will generally be based upon position responsibility. 2. An Employee may become a new Participant during the Plan Year if newly hired. Any awards will be prorated for the portion of the year in which participation occurs, unless otherwise approved by the Board. The CEO and the President will make the final determination (with Board approval) of new participation during the Plan Year for any position other than that of CEO or President. The Board of Directors will decide on the participation of any new CEO or President. 3. A Participant's eligibility will cease at the termination of employment (other than retirement, death or disability) and the Participant will not receive any awards under the Plan for the Plan Year of employment termination. Termination as a result of retirement (as defined in the Corporation's retirement plans), death or disability will result in pro-rated awards under the Plan through the last working date for the Plan Year in which termination occurred. 3

ARTICLE IV - Performance Factors under the Annual Incentive Plan 4.1 (a) The Annual Incentive benefits provided under the Plan are based upon the Corporation's financial performance factors, which may be amended as provided in Section 7.2. In general, these factors will be measures such as return on assets, return on equity, net income, earnings per share or similar indicators. The factors and weighing of the factors are determined at the beginning of each Plan Year. Each factor has quantifiable objectives consisting of threshold, target and optimum goals. Additionally, a portion of each Participant's award may be based on unit, team, functional area, and individual performance objectives that are determined by management at the beginning of each Plan Year. Generally, the CEO and President will have most or all of their performance based on the Corporation's overall performance, and other Participants will have a proportionately greater level of their award based on individual performance or the performance of an area of responsibility. (b) The Corporation's performance factors for each year's Annual Incentive awards under the Plan will be set forth in Exhibit B, which may be changed from time to time. Individual Participant objectives will be established after discussion between the Participant and the Participant's manager (usually the CEO or President). ARTICLE V - Award Calculation and Distribution under the Annual Incentive Plan 5.1 Awards under the Plan are calculated according to determination of the established performance factors at the end of each Plan Year. The Corporation's performance between the threshold and target, and between the target and optimum will be interpolated. Unit, team, and functional area performance, if applicable, is determined by the CEO and the President. Individual performance is determined by each Participant's manager, as approved by the CEO and the President. An individual Participant's performance that does not meet the position's 4

requirements (an annual performance evaluation that is less than satisfactory) will result in no award granted to that Participant for that Plan Year even though the Corporation's performance is above threshold. If the Corporation's performance is below the threshold, no award (including no individual award) will be granted under the Annual Incentive portion of the Plan for that Plan Year. 5.2 Annual awards are paid in cash less required income tax withholding. Payment will be within two and a half months after the end of the Plan Year. Any Participant terminating employment (except by retirement, death, or disability) prior to the actual payment of the award will forfeit that award. The award schedule for each Plan Year is found with the performance factors in Exhibit B, as changed from time to time. ARTICLE VI - Long Term Incentive Provisions 6.1 The Participants in the Long Term Incentive portion of the Plan will be chosen from time to time by the CEO and the President, subject to the approval of the Board of Directors. The participation of the CEO and the President will be determined each year by the Board of Directors. 6.2 The Employees chosen to participate will be listed on Exhibit C, which may be changed from time to time. 6.3 The Long Term Incentive portion of the Plan will consist of restricted stock grants, under the following terms: (a) Grants will be made within two and a half months after the end of the Plan year, following specific approval by the Board of Directors (or a committee thereof) based upon the performance for the prior year. (b) The amount of each grant shall be determined as follows: Participants shall be 5

divided into categories as determined by the CEO and the President, subject to the approval of the Board of Directors (and, in the case of the CEO and President, as determined by the Board of Directors). Each category shall have a different range of grant sizes. The lowest level of grant will be the threshold, the middle level the target, and the highest level the optimum. The number of shares in each level of each category will be set forth in Exhibit C, which may be changed each year. (c) The determination of which level of grant will be made will be determined by the Corporation's net income for each year, and based on the Corporation's overall Annual Incentive Plan for that year. (d) The shares granted pursuant to the prior subparagraph will vest at the rate of one third on each anniversary of the date of their grant. It shall be a condition of vesting that the Participant has been continuously employed by the Corporation subsequent to the grant and is actively employed on the vesting date. Vesting will be accelerated to 100% in the event the Participant retires, dies or becomes disabled, and also upon a Change in Ownership or Effective Control of the Corporation. (e) Dividends on the shares granted will be paid to the Participant without regard to vested status. 6

ARTICLE VII - Administration 7.1 The Board of Directors may amend or terminate the Plan at any time and in any respect. This includes the right to terminate the participation of any or all Participants under the Plan during the Plan Year with respect to that Plan Year or to amend the amount of the awards which may be granted under the Plan with respect to any Plan Year at any time prior to the final determination and approval of any such grants. 7.2 Participation, performance factors, thresholds, targets and any other participation features may change from time to time, according to the performance of the Corporation and the strategic objectives of the Corporation, at the discretion of the Board of Directors. Any adjustments to the financial performance results used in this Plan because of extraordinary gains or losses or other items must be approved by the Board of Directors. 7.3 The Plan does not constitute a contract of employment, and participation in the Plan does not give any Employee the right to be retained in the service of the Corporation or any right or claim to an award under the Plan. 7.4 Any right of a Participant or his or her beneficiary to the payment of an award under this Plan may not be assigned, transferred, pledged or encumbered. 7.5 In the event that a Participant dies, his benefits payable under the Plan will be paid as soon as practicable to the beneficiaries chosen by the Participant or, if none are chosen, to the beneficiaries selected pursuant to the Corporation's retirement plans. 7.6 This Plan will be administered and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. FIRST CHESTER COUNTY CORPORATION By: John Balzarini Title: Chief Financial Officer 7

Exhibit A - Participation Plan Year 2006 (Participating employees and their participant categories should be listed at the beginning of each year and adjusted for changes in participation throughout the year.) Category 1 - John A. Featherman, III - Chief Executive Officer Kevin C. Quinn - President Category 2 - John E. Balzarini - CFO Michelle E. Venema - EVP, Business Banking Karen D. Walter - EVP, Retail Banking Deborah R. Pierce EVP, Human Resources Linda M. Hicks - EVP, Trust & Investment Services Susan B. Bergen-Painter - EVP, Marketing Anthony J. Poluch - EVP, Business Development Category 3 - Richard W. Kaufmann - SVP, Credit Policy Andrew H. Stump - SVP, Commercial Loan Patricia A. Travaglini - SVP, Residential Mortgage Thomas A. Imler - SVP, Trust Business Development Donna J. Steigerwalt - SVP, Retail Michael T. Steinberger - SVP, Commercial Real Estate Richard D. McMullen - SVP, Retail Lending 8

Exhibit B - Bank Performance Factors and Award Schedule Plan Year 2006 Category 1 - CEO and President Positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$6,901,361 Target -----$7,032,310 Return on Average Equity (50%) Threshold --------11.38% Target -----11.60% Optimum ------12.03% Optimum ------$7,292,004

-------------------------------------------------------------------------------AWARDS (% of Base Pay) -------------------------------------------------------------------------------Threshold --------12% Target -----25% Optimum ------35%

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate awards between threshold, target, and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 9

Exhibit B - Bank Performance Factors and Award Schedule Plan Year 2006 Category 2 - EVP positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$6,901,361 Target -----$7,032,310 Return on Average Equity (50%) Threshold --------11.38% Target -----11.60% Optimum ------12.03% Optimum ------$7,292,004

-------------------------------------------------------------------------------COMPANY GOAL AWARD (% of Base Pay) -------------------------------------------------------------------------------Threshold --------6% Target -----12% Optimum ------18%

FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD (% of Base Pay)
Minimum Performance ------------------1% Meets Goals/Target -----------------4% Exceptional Performance ----------------------10%

-------------------------------------------------------------------------------TOTAL AWARDS (% of Base Pay) -------------------------------------------------------------------------------Threshold --------7% Target -----16% Optimum ------28%

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate awards between threshold, target, and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 6. Functional area/individual goals will be established at the beginning of each year. 10

Exhibit B - Bank Performance Factors and Award Schedule Plan Year 2006 Category 3 - SVP positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$6,901,361 Target -----$7,032,310 Return on Average Equity (50%) Threshold --------11.38% Target -----11.60 Optimum ------12.03% Optimum ------$7,292,004

-------------------------------------------------------------------------------COMPANY GOAL AWARD (% of Base Pay) -------------------------------------------------------------------------------Threshold --------2% Target -----6% Optimum ------10%

FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD (% of Base Pay)
Minimum Performance ------------------2% Meets Goals/Target -----------------6% Exceptional Performance ----------------------10%

-------------------------------------------------------------------------------TOTAL AWARDS (% of Base Pay) -------------------------------------------------------------------------------Threshold --------4% Target -----12% Optimum ------20%

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate awards between threshold, target, and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 6. Functional area/individual goals will be established at the beginning of each year. 11

Exhibit C - Long Term Incentive Plan Plan Year 2006 2006 GRANT PARAMETERS - RECOMMENDED Following are the parameters for the 2006 restricted stock grant for executives at First Chester County Corporation: I. Participants/Categories
-----------------------------------------------------Category 1 John A. Featherman Kevin C. Quinn -----------------------------------------------------Category 2 John E. Balzarini Michelle E. Venema Karen D. Walter Deborah R. Pierce Linda M. Hicks Susan B. Bergen-Painter Anthony J. Poluch Clay Henry -----------------------------------------------------Category 3 Richard W. Kaufmann Andrew H. Stump Patricia A. Travaglini Thomas A. Imler Donna J. Steigerwalt Michael T. Steinberger Richard D. McMullen ------------------------------------------------------

II. Grant Date: TBD in accordance with Plan III. Grant Size
Threshold 2,400 1,000 400 Target 2,700 1,250 550 Optimum 3,000 shares 1,500 shares 700 shares

* * *

Category 1 Category 2 Category 3

12

IV. Restrictions A. Performance - size of grant to be determined by company net income performance for 2006 - threshold, target, and optimum will match net income targets in Annual Incentive Plan for 2006 B. Vesting - one third of the number of shares will vest on each of the first three anniversaries of date of grant as approved by Board of Directors, subject to Participant's continued employment as provided in Plan. Example: Category 1
------------------------------------------------------------------Net Income for 2006 ------------------------------------------------------------------Threshold Target Optimum ------------------------------------------------------------------$6.901 million $7.032million $7.292 million ------------------------------------------------------------------6% growth 8% growth 12% growth ------------------------------------------------------------------Shares Eligible for Vesting ------------------------------------------------------------------2400 2700 3000 ------------------------------------------------------------------------------------------------------------------------------------One-third 2008 800 900 1000 ------------------------------------------------------------------One-third 2009 800 900 1000 ------------------------------------------------------------------One-third 2010 800 900 1000 ------------------------------------------------------------------V. Expense/Taxation A. Fair market value will be expensed on pro rata basis over duration of vesting period

B. Participant - ordinary income at fair market value as restrictions are met/vested; participant responsible for payment of tax withholding due upon vesting VI. Dividends * Paid immediately from date of grant on all shares awarded, including shares granted but not vested VII. Change of Control, Retirement, Death, Disability * Accelerate vesting of shares 13

Portions of this exhibit have been redacted and are the subject of a confidential treatment request filed with the Secretary of the Securities and Exchange Commission. FIRST CHESTER COUNTY CORPORATION EXECUTIVE INCENTIVE PLANS ANNUAL INCENTIVE PLAN LONG TERM INCENTIVE PLAN With Exhibits A and B effective for 2007

FIRST CHESTER COUNTY CORPORATION EXECUTIVE INCENTIVE PLAN ANNUAL INCENTIVE AND LONG TERM INCENTIVE PLANS ARTICLE I - Introduction A vital component of the success of First Chester County Corporation ("Corporation") is the ability of the executive management team to meet and achieve performance objectives consistent with the strategic objectives of the Corporation and the best interests of its shareholders. The ability to grow and manage the Corporation in a positive manner is critical to the Corporation's future success. This Executive Incentive Plan ("Plan"), which includes both an Annual Incentive Plan and a Long Term Incentive Plan, has been developed as a meaningful compensation tool to encourage the growth and proper management of the Corporation. The major purposes of the Plan are: o To motivate and reward executives for positive performance of the Corporation on an annual basis; o To provide additional compensation to executives that is directly linked to their individual and collective performance; and o To emphasize the long term growth and profitability of the Corporation. The focus of this Plan is to provide an incentive for the executive team to achieve annual and longer term performance objectives that are coordinated with the objectives of the Corporation. ARTICLE II - Definitions 2.1 The following definitions shall be used in this Plan: "Board of Directors" means the Board of Directors of the Corporation. "CEO" means the chief executive officer of the Corporation, as appointed by the Board

of Directors. "Change in Ownership or Effective Control" has the meaning provided in regulations issued pursuant to Section 409A of the Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Corporation" means First Chester County Corporation. "Disability" means that a person is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months. Disability shall be determined by the Board of Directors in consultation with the medical experts it selects. The "Effective Date" of the Plan is January 1, 2006. "Employee" means any individual regularly employed by the Corporation. "Participant" means an Employee chosen to participate in this Plan pursuant to the terms of Article III. "Plan" means the First Chester County Corporation Executive Incentive Plan, as set forth in this document, and any amendments adopted by the Board of Directors. The Plan includes within it two types of incentive arrangements - the Annual Incentive Plan and the Long Term Incentive Plan. "Plan Year" means the calendar year. "President" means the President of the Corporation, as appointed by the Board of Directors. 2

ARTICLE III - Participation 3.1 (a) Participation in the Plan will be determined at the beginning of each Plan Year by the CEO and the President, and will be approved by the Board of Directors. To participate, an Employee must be a regular employee of the Corporation with on-going responsibilities that are executive in nature and that have a meaningful impact on the Corporation's results. Participation in the Plan by the CEO and the President will be approved annually by the Board of Directors. Generally, Participants will include officers at the Senior Vice President level and above. 1. Exhibit A will list Participants each year in the Annual Incentive Plan and Exhibit C, the Participants in the Long Term Incentive Plan. Those exhibits may include multiple levels of participation. These levels will generally be based upon position responsibility. 2. An Employee may become a new Participant during the Plan Year if newly hired. Any awards will be prorated for the portion of the year in which participation occurs, unless otherwise approved by the Board. The CEO and the President will make the final determination (with Board approval) of new participation during the Plan Year for any position other than that of CEO or President. The Board of Directors will decide on the participation of any new CEO or President. 3. A Participant's eligibility will cease at the termination of employment (other than retirement, death or disability) and the Participant will not receive any awards under the Plan for the Plan Year of employment termination. Termination as a result of retirement (as defined in the Corporation's retirement plans), death or disability will result in pro-rated awards under the Plan through the last working date for the Plan Year in which termination occurred. 3

ARTICLE IV - Performance Factors under the Annual Incentive Plan 4.1 (a) The Annual Incentive benefits provided under the Plan are based upon the Corporation's financial performance factors, which may be amended as provided in Section 7.2. In general, these factors will be measures such as return on assets, return on equity, net income, earnings per share or similar indicators. The factors and weighing of the factors are determined at the beginning of each Plan Year. Each factor has quantifiable objectives consisting of threshold, target and optimum goals. Additionally, a portion of each Participant's award may be based on unit, team, functional area, and individual performance objectives that are determined by management at the beginning of each Plan Year. Generally, the CEO and President will have most or all of their performance based on the Corporation's overall performance, and other Participants will have a proportionately greater level of their award based on individual performance or the performance of an area of responsibility. (b) The Corporation's performance factors for each year's Annual Incentive awards under the Plan will be set forth in Exhibit B, which may be changed from time to time. Individual Participant objectives will be established after discussion between the Participant and the Participant's manager (usually the CEO or President). ARTICLE V - Award Calculation and Distribution under the Annual Incentive Plan 5.1 Awards under the Plan are calculated according to determination of the established performance factors at the end of each Plan Year. The Corporation's performance between the threshold and target, and between the target and optimum will be interpolated. Unit, team, and functional area performance, if applicable, is determined by the CEO and the President. Individual performance is determined by each Participant's manager, as approved by the CEO and the President. An individual Participant's performance that does not meet the position's 4

requirements (an annual performance evaluation that is less than satisfactory) will result in no award granted to that Participant for that Plan Year even though the Corporation's performance is above threshold. If the Corporation's performance is below the threshold, no award (including no individual award) will be granted under the Annual Incentive portion of the Plan for that Plan Year. 5.2 Annual awards are paid in cash less required income tax withholding. Payment will be within two and a half months after the end of the Plan Year. Any Participant terminating employment (except by retirement, death, or disability) prior to the actual payment of the award will forfeit that award. The award schedule for each Plan Year is found with the performance factors in Exhibit B, as changed from time to time. ARTICLE VI - Long Term Incentive Provisions 6.1 The Participants in the Long Term Incentive portion of the Plan will be chosen from time to time by the CEO and the President, subject to the approval of the Board of Directors. The participation of the CEO and the President will be determined each year by the Board of Directors. 6.2 The Employees chosen to participate will be listed on Exhibit C, which may be changed from time to time. 6.3 The Long Term Incentive portion of the Plan will consist of restricted stock grants, under the following terms: (a) Grants will be made within two and a half months after the end of the Plan year, following specific approval by the Board of Directors (or a committee thereof) based upon the performance for the prior year. (b) The amount of each grant shall be determined as follows: Participants shall be 5

divided into categories as determined by the CEO and the President, subject to the approval of the Board of Directors (and, in the case of the CEO and President, as determined by the Board of Directors). Each category shall have a different range of grant sizes. The lowest level of grant will be the threshold, the middle level the target, and the highest level the optimum. The number of shares in each level of each category will be set forth in Exhibit C, which may be changed each year. (c) The determination of which level of grant will be made will be determined by the Corporation's net income for each year, and based on the Corporation's overall Annual Incentive Plan for that year. (d) The shares granted pursuant to the prior subparagraph will vest at the rate of one third on each anniversary of the date of their grant. It shall be a condition of vesting that the Participant has been continuously employed by the Corporation subsequent to the grant and is actively employed on the vesting date. Vesting will be accelerated to 100% in the event the Participant retires, dies or becomes disabled, and also upon a Change in Ownership or Effective Control of the Corporation. (e) Dividends on the shares granted will be paid to the Participant without regard to vested status. 6

ARTICLE VII - Administration 7.1 The Board of Directors may amend or terminate the Plan at any time and in any respect. This includes the right to terminate the participation of any or all Participants under the Plan during the Plan Year with respect to that Plan Year or to amend the amount of the awards which may be granted under the Plan with respect to any Plan Year at any time prior to the final determination and approval of any such grants. 7.2 Participation, performance factors, thresholds, targets and any other participation features may change from time to time, according to the performance of the Corporation and the strategic objectives of the Corporation, at the discretion of the Board of Directors. Any adjustments to the financial performance results used in this Plan because of extraordinary gains or losses or other items must be approved by the Board of Directors. 7.3 The Plan does not constitute a contract of employment, and participation in the Plan does not give any Employee the right to be retained in the service of the Corporation or any right or claim to an award under the Plan. 7.4 Any right of a Participant or his or her beneficiary to the payment of an award under this Plan may not be assigned, transferred, pledged or encumbered. 7.5 In the event that a Participant dies, his benefits payable under the Plan will be paid as soon as practicable to the beneficiaries chosen by the Participant or, if none are chosen, to the beneficiaries selected pursuant to the Corporation's retirement plans. 7.6 This Plan will be administered and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. FIRST CHESTER COUNTY CORPORATION By: John Balzarini Title: Chief Financial Officer 7

EXHIBIT A - Participation Plan Year 2007 (Participating employees and their participant categories should be listed at the beginning of each year and adjusted for changes in participation throughout the year.) Category 1 - John Featherman, III - Chief Executive Officer Kevin Quinn - President Category 2 - John Balzarini - CFO Michelle Venema - EVP, Business Banking Karen Walter - EVP, Retail Banking Deborah Pierce - EVP, Human Resources Clay Henry - EVP, Trust & Investment Services Susan Bergen-Painter - EVP, Marketing Tony Poluch - EVP, Business Development Category 3 - Mike Steinberger - SVP, Commercial Real Estate Rich Kaufmann - SVP, Credit Policy Andrew Stump - SVP, Commercial Loan Pat Travaglini - SVP, Residential Mortgage Tom Imler - SVP, Trust Business Development Donna Steigerwalt - SVP, Retail Linda Hicks - SVP, Chief Fiduciary Office Rick McMullen SVP, Consumer Lending 8

EXHIBIT B - Bank Performance Factors and Award Schedule Plan Year 2007 Category 1 - CEO and President Positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$ ** Budget Target ------------$ ** Stretch Target -------------$ ** Optimum ------$ **

Return on Average Equity (50%) Threshold --------** % Budget Target ------------** % Stretch Target -------------** % Optimum ------** %

-------------------------------------------------------------------------------AWARDS (% of Base Pay) -------------------------------------------------------------------------------Threshold --------12 % Budget Target ------------** % Stretch Target -------------** % Optimum ------35 %

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate awards between threshold, budget target, stretch target and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 6. ROAE will exclude FAS115 impact on capital. ** This portion has been redacted pursuant to a confidential treatment request. 9

EXHIBIT B - Bank Performance Factors and Award Schedule Plan Year 2007 Category 2 - EVP Positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$ ** Budget Target ------------$ ** Stretch Target -------------$ ** Optimum ------$ **

Return on Average Equity (50%) Threshold --------** % Budget Target ------------** % Stretch Target -------------** % Optimum ------** %

COMPANY GOAL AWARD (% of Base Pay)
Threshold --------6% Budget Target ------------** % Stretch Target -------------** % Optimum ------18%

FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD (% of Base Pay)
Minimum Performance ------------------1% Meets Goals/Target -----------------** % Exceptional Performance ----------------------10%

TOTAL AWARDS (% of Base Pay)
Threshold --------7% Budget Target ------------** % Stretch Target -------------** % Optimum ------28%

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate between threshold, budget target, stretch target and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 6. Functional area/individual goals will be established at the beginning of each year.

7. ROAE will exclude FAS115 impact on capital. ** This portion has been redacted pursuant to a confidential treatment request. 10

EXHIBIT B - Bank Performance Factors and Award Schedule Plan Year 2007 Category 3- SVP Positions COMPANY GOALS
Performance Measures Net Income (50%) Threshold --------$ ** Budget Target ------------$ ** Stretch Target -------------$ ** Optimum ------$ **

Return on Average Equity (50%) Threshold --------** % Budget Target ------------** % Stretch Target -------------** % Optimum ------** %

COMPANY GOAL AWARD (% of Base Pay)
Threshold --------2% Budget Target ------------** % Stretch Target -------------** % Optimum ------10%

FUNCTIONAL AREA/INDIVIDUAL GOAL AWARD (% of Base Pay)
Minimum Performance ------------------2% Meets Goals/Target -----------------** % Exceptional Performance ----------------------10%

TOTAL AWARDS (% of Base Pay)
Threshold --------4% Budget Target ------------** % Stretch Target -------------** % Optimum ------20%

Parameters 1. Company measures will be 50% Net Income and 50% ROAE. 2. Both Financial Measures must meet threshold to initiate an award in the plan. 3. Will interpolate between threshold, budget target, stretch target and optimum. 4. Will pay for performance above optimum at a scale of one-half the increase between target and optimum. 5. Pay is defined as total base pay for the applicable plan year. 6. Functional area/individual goals will be established at the beginning of each year.

7. ROAE will exclude FAS115 impact on capital. ** This portion has been redacted pursuant to a confidential treatment request. 11

September 6, 2006 Clay T. Henry 319 Vista Drive Phoenixville, PA 19460 Dear Clay: I am pleased to offer you the full-time position of Executive Vice President of Trust and Wealth Advisory Services with First National Bank of Chester County (FNB) at an annualized base salary of $185,000, paid at a bi-weekly rate of $7,115.39, pending satisfactory reference, background and fingerprinting checks. This offer is also conditional on your obtaining a Release from your Employment Agreement with Harleysville Management Services, LLC that is acceptable to us. Your start date will be determined. You will receive as a sign on bonus $32,000 from which taxes will be deducted. This will be paid in two equal installments: the first installment paid within 30 days of your start date, and the second installment paid in January 2007. If you voluntarily end your employment with FNB for any reason before completing twelve months of service, you agree to repay this sign on bonus. To defray your insurance continuation expenses, you will receive an additional $3,378 from which taxes will not be deducted. This amount will be paid to you within 30 days of your start date. Additionally, within 90 days of your start date you will receive 1,000 shares of FNB restricted stock. Below is a chart summarizing employee benefits as a full-time employee and associated eligibility dates: EMPLOYEE BENEFIT SUMMARY* NOTE: This information is based on our current benefit package, which is subject to change at any time.
--------------------------------------------------------------------------------------------------------BENEFIT ELIGIBILITY DESCRIPTION DATE --------------------------------------------------------------------------------------------------------SAVINGS --------------------------------------------------------------------------------------------------------401(k) Match 1st day of month o 75% match on every dollar contributed into plan u after 3 months to 5% of annual compensation ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------401(k) Fixed Contribution o Discretionary Bank contribution based on bank profitability made after the fourth quarter of ea year to employee's 401(k) account o 3% of base salary on first $30,000; 6% on remaind o Must have completed 12 months of service, 1000 hours worked and be an employee on 12/31 to be eligible --------------------------------------------------------------------------------------------------------Medical Spending Account 1st day of month o Employee may contribute $3,500 annual maximum after 3 months --------------------------------------------------------------------------------------------------------Dependent Care Spending Account 1st day of month o Employee may contribute $5,000 annual maximum after 3 months ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------INSURANCE For 2006: --------------------------------------------------------------------------------------------------------Medical Insurance 1st day of month o Choice of 3 Plans under Independence Blue Cro after 3 months Keystone HMO, Keystone POS and Personal Choic Bank contributes same dollar amount for each coverage for all three plans --------------------------------------------------------------------------------------------------------Dental Insurance 1st day of month o Delta Dental after 3 months --------------------------------------------------------------------------------------------------------Group Term Life Insurance Immediately o 3x base salary up to a maximum of $345,000 o Bank pays 100% of premium --------------------------------------------------------------------------------------------------------Accidental Immediately Death and Dismemberment Insurance o 3x base s to a maximum of $345,000 o Bank pays 100% of --------------------------------------------------------------------------------------------------------Voluntary Life Insurance 1st day of month o Elective benefit paid for by employee after 3 months o Guaranteed issue for employee - $140,000 --------------------------------------------------------------------------------------------------------Short Term Disability (STD) 1st day of month o Self-insured program paid for by Bank after 3 months --------------------------------------------------------------------------------------------------------Long Term Disability (LTD) Immediately o Bank pays 100% of premium ---------------------------------------------------------------------------------------------------------

* Benefits subject to change each calendar year.
--------------------------------------------------------------------------------------------------------EDUCATION --------------------------------------------------------------------------------------------------------Professional Development Network Immediately o 100% of cost paid for by Bank --------------------------------------------------------------------------------------------------------Tuition Reimbursement After 6 months o 75-90% reimbursement (up to $4,500 annually f graduate courses) o Reimbursement percent based on final grade ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------OTHER --------------------------------------------------------------------------------------------------------Bank Paid Holidays As each occurs o 10 days, depending on start date ---------------------------------------------------------------------------------------------------------

As an Executive Vice President, you will also be entitled to the additional benefits listed below:
--------------------------------------------------------------------------------------------------------BENEFIT ELIGIBILITY BRIEF DESCRIPTION DATE --------------------------------------------------------------------------------------------------------OFFICER --------------------------------------------------------------------------------------------------------Paid Time Off (PTO) Exception o 6 weeks (240 hours) annually/9 days immediately for 2006 --------------------------------------------------------------------------------------------------------Auto Allowance Immediately o $700/month over 26 pays or $323.08 bi-wee --------------------------------------------------------------------------------------------------------Supplemental Benefit Retirement Plan Immediately o Non-qualified Plan (SBRP) o Bank contributes 3% of annual salary plus interest --------------------------------------------------------------------------------------------------------Cell Phone Immediately o Bank paid ---------------------------------------------------------------------------------------------------------

Additionally, you will be eligible to participate in and receive the full pay out of restricted FNB shares, if any, under the 2006 Executive Long Term Incentive Plan (2006 LTIP Plan). The

distribution to you will be in accord with the timing, amount and other conditions of the 2006 LTIP Plan. As an employee of First National Bank of Chester County, you are entitled to one free bank account. If you do not currently bank with us, you will be given an opportunity to open an account by the end of your first day of employment so that you may take advantage of our direct deposit payroll program. On your first day, please report at 8:00 am to the Administrative Center, located at 887 South Matlack Street, West Chester, PA. The Employment/Training Assistant will meet with you to complete the required forms and documents for your employment. When you report to the Administrative Center, please bring with you either one form of identification from List A, or two forms of identification, one from List B and one from List C, as required by the Immigration Act. Please see the attached I-9 form for more information. If the arrangements outlined above are satisfactory to you, please sign both copies of the letter and return one original to me. John Featherman, Kevin Quinn, and the executive team very much look forward to your joining First National. If you have any questions, please feel free to contact me at (484)-881-4404. Sincerely, Deborah R. Pierce Executive Vice President Human Resources and Administration cc: John A. Featherman III, CEO Kevin C. Quinn, President Your employment is for no set term and may be terminated at any time, for any reason by either you or the First National Bank. This letter, along with your signed Application for Employment and signed Separation Benefits Agreement, constitute our entire agreement regarding the terms and conditions of employment. There are no other agreements, oral or written, between us. If you agree to the above terms and conditions, please sign this letter and return it. The attached copy may be retained for your files. Accepted: Clay T. Henry Date: 9/13/06

September 5, 2006 Clay T. Henry 319 Vista Drive Phoenixville, PA 19460 Dear Clay: To assist you with professional fee expenses you anticipate in connection with assessing the opportunity we discussed, First National Bank of Chester County will reimburse you up to $5,000 if you are able to meet the required conditions and you accept the opportunity. You will be reimbursed for such costs up to $16,000 should this assessment and your efforts result in your not being able to meet these conditions. Please let me know if you have any further questions. Sincerely, Deborah R. Pierce Executive Vice President - Human Resources and Administration cc: John A. Featherman, Chairman and CEO Kevin C. Quinn, President

SEPARATION BENEFITS AGREEMENT THIS SEPARATION BENEFITS AGREEMENT (the "Agreement") is made as of this 2nd day of October, 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 referred to as the "Bank") and CLAY T. HENRY, an individual residing at 319 Vista Drive, Phoenixville, PA 19460 (hereinafter referred to as "Executive"). BACKGROUND WHEREAS, the Bank desires to employ Executive as the Executive Vice President of Trust and Wealth Advisory Services of the Bank and to provide certain benefits to Executive in connection with such employment; WHEREAS, Executive is desirous of securing such employment and such benefits on the terms and conditions set forth herein; and WHEREAS, in consideration of the receipt of such employment and such benefits, Executive is willing to be bound by certain non-compete and non-disclosure obligations as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the parties, intending to be legally bound hereby agree as follows: TERM OF AGREEMENT. This Agreement is effective as of the latest to occur of the following dates: (a) the date this Agreement is executed and delivered by both Executive and the Bank, (b) the date on which Executive's employment as Officer commences, or (c) the date set forth above. This Agreement will continue in effect as long as Executive is actively employed by the Bank, unless Executive and the Bank agree in writing to termination of this Agreement. TERMINATION COMPENSATION. If Executive's employment with the Bank is terminated without "Cause" (as defined in Section 6) at any time, Executive will receive the "Termination Benefits" (as defined in Section 3). Executive will also receive the Termination Benefits if Executive terminates his or her employment for "Good Reason" (as defined in Section 5). In order to receive the Termination Benefits, Executive must execute a general release and waiver of claims that Executive may have against the Bank, its directors, officers, employees or other affiliates as may be requested by the Bank. The Termination Benefits will be paid to Executive under the terms and conditions hereof, without regard to whether Executive looks for or obtains alternative employment following Executive's termination of employment with the Bank. TERMINATION BENEFITS DEFINED. For purposes of this Agreement, the term "Termination Benefits" will mean and include the following: For a period of one year from Executive's termination (the "Benefit Period"), payment of Executive's base salary on the same basis that Executive was paid immediately prior to Executive's termination; Payment of any bonus Executive would otherwise be eligible to receive for the year in which Executive's termination occurs and for that portion of the following year which is included in the Benefit Period, such bonus to be calculated and paid as provided below; and Continuation during the Benefit Period of all fringe benefits that Executive was receiving immediately prior to

Executive's termination, including, without limitation, life, disability, accident and group health insurance benefits coverage for Executive and Executive's immediate family ("Fringe Benefits"), such Fringe Benefits to be provided on substantially the same terms and conditions as they were provided immediately prior to Executive's termination. The bonus component of Executive's Termination Benefits will equal the sum of (i) the bonus to which Executive would have been entitled for the year during which Executive's termination occurs (calculated after annualizing the Bank's consolidated financial results through the date of termination if such bonus is based upon a percentage of profits) (the "Annual Amount"), and (ii) an amount equal to the product of (x) the Annual Amount times (y) a fraction the numerato r of which is the number of days in the year following termination which is included in the Benefit Period and the denominator of which is 365 (the "Prorated Amount"). Both the Annual Amount and the Prorated Amount will be paid to Executive not later than March 31st of the year following Executive's termination. Notwithstanding the foregoing, if Executive terminates his or her employment for Good Reason, Executive's Termination Benefits will be based upon the Executive's salary, bonus and benefits immediately prior to the event that gives rise to Executive's right to receive Termination Benefits under this Agreement. The Bank does not intend to provide duplicative Fringe Benefits. Consequently, Fringe Benefits otherwise receivable pursuant to this Section will be reduced or eliminated if and to the extent that Executive receives comparable Fringe Benefits from any other source (for example, another employer); provided, however, that Executive will have no obligation to seek, solicit or accept employment from another employer in order to receive such benefits. CHANGE OF CONTROL DEFINED. For purposes of this Agreement, a "Change of Control" will be deemed to have occurred upon the earliest to occur of the following events: the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a plan or other arrangement pursuant to which the Bank will be dissolved or liquidated; the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Bank; the date the shareholders of the Bank (or the Board of Directors, if shareholder action is not required) and the shareholders of the other constituent corporation (or its board of directors if shareholder action is not required) have approved a definitive agreement to merge or consolidate the Bank with or into such other corporation, other than, in either case, a merger or consolidation of the Bank in which holders of shares of the c ommon stock of the Bank (the "Common Stock") immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporation's voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders' ownership of Common Stock immediately before the merger or consolidation; the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than the Bank or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Bank or any of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of the Common Stock; or the first day after the date this Plan is adopted when directors are elected so that a majority of the Board of Directors shall have been members of the Board of Directors for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

Notwithstanding any provision herein to the contrary, the filing of a proceeding for the reorganization of the Bank under Chapter 11 of the Federal Bankruptcy Code or any successor or other statute of similar import will not be deemed to be a Change of Control for the purpose of this Agreement. GOOD REASON DEFINED. For purposes of this Agreement, the term "Good Reason" will mean and include the following situations, provided that such situation shall not have occurred following any circumstance for which the Executive's employment may otherwise have been terminated for Cause: any material adverse change in Executive's status, responsibilities or Fringe Benefits; any failure to nominate or elect Executive as Executive Vice President of Trust and Wealth Advisory Services. causing or requiring Executive to report to anyone other than the President or Chairman of the Board of the Bank; assignment to Executive of duties materially inconsistent with Executive's position as Executive Vice President of Trust and Wealth Advisory Services; any reduction of Executive's annual base salary or annual bonus (or, if applicable, a change in the formula for determining Executive's annual bonus which would have the effect of reducing Executive's annual bonus as it would otherwise have been calculated immediately prior to the event that gives rise to Executive's right to receive Termination Benefits as provided in this Agreement) or other reduction in compensation or benefits, in any such event, having the effect of reducing Executive's annual base salary plus annual bonus by more than 10%); or requiring Executive to be principally based at any office or location more than 50 miles from the current offices of the Bank in West Chester, Pennsylvania; g) a Change of Control as defined in Section 4 of this Agreement. CAUSE DEFINED. For purposes of this Agreement, the term "Cause" will mean and include the following situations: Executive's conviction by a court of competent jurisdiction of, or plea of guilty or nolo contendere to, any criminal offense involving dishonesty or breach of trust or any felony or crime involving moral turpitude or violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, or the actual incarceration of Executive; Executive's failure to perform the duties reasonably assigned to Executive by the Board of Directors of the Bank, without reasonable cause or excuse, which failure or breach continues for more than ten days after written notice thereof is given to Executive; Executive's willful failure to follow the good faith lawful instructions of the Board of Directors of the Bank with respect to the operations of the Bank and the conduct of its officers; Executive's intentional violation of the conditions of Executive's employment; Executive's dishonesty or gross negligence in the performance of his duties; Conduct on the part of the Executive that would bring discredit to the Bank if publicly disclosed; Executive's breach of fiduciary duty involving personal profit or benefit, directly or indirectly, to Executive's family, friends or affiliated entities; Executive's violation of any law, rule or regulation governing banks or bank officers or the recommendation or order issued by a bank regulatory authority that Executive be removed from employment with the Bank; A material breach by Executive of the Bank's Code of Conduct;

Executive's unlawful discrimination, including harassment, against the Bank's employees, customers, business associates, contractors or visitors; Any final removal or prohibition order to which Executive is subject by a federal banking agency pursuant to Section 8(c) of the Federal Deposit Insurance Act; Any act of fraud or misappropriation by Executive; or Intentional misrepresentation of a material fact, or intentional omission of information necessary to make the information supplied not materially misleading in any application or other information provided from time to time by the Executive to the Bank or any director, officer of other representative of the Bank in connection with the Executive's employment with the Bank and performance of Executive's duties as an employee of the Bank. This Agreement and Executive's employment shall also terminate upon Executive's death or disability which renders Executive mentally or physically incapable of performing all of the essential functions of Executive's responsibilities as Executive Vice President of Trust and Wealth Advisory Services, taking into account any reasonable accommodation required by law, and such termination shall be deemed to be a termination by the Bank with Cause. Nothing in this Agreement shall be deemed to restrict the Bank's ability to terminate Executive's employment at any time in the Bank's sole discretion, and such employment shall be "at will". CEILING ON BENEFITS. Under the "golden parachute" rules in the Internal Revenue Code (the "Code") Executive will be subject to a 20% excise tax (over and above regular income tax) on any "excess parachute payment" that Executive receives following a Change in Control, and the Bank will not be permitted to deduct any such excess parachute payment. Very generally, compensation paid to Executive that is contingent upon a Change in Control will be considered a "parachute payment" if the present value of such consideration equals or exceeds three times Executive's average annual compensation from the Bank for the five years prior to the Change in Control. If payments are considered "parachute payments," then all such payments to Executive in excess of Executive's base annual compensation will be considered "excess parachute payments" and will be subject to the 20% excise tax imposed under Section 4999 of the Code. For example, if Executive's base annual compensation was $100,000, Executive could receive $299,000 following a Change in Control without payment of any excise tax. If Executive received $301,000 in connection with a Change in Control, however, the entire $301,000 would be considered a parachute payment and $201,000 of this amount would be considered an excess parachute payment subject to excise tax. In order to avoid this excise tax and the related adverse tax consequences for the Bank, by signing this Agreement, Executive agrees that the Termination Benefits payable to Executive under this Agreement will in no event exceed the maximum amount that can be paid to Executive without causing any portion of the amounts paid or payable to Executive by the Bank following a Change in Control, whether under this Agreement or otherwise, to be considered an "excess parachute payment" within the meaning of Section 280G(b) of the Code. If the Bank believes that these rules will result in a reduction of the payments to which Executive is entitled under this Agreement, it will so notify Executive within 60 days following delivery of the "Notice of Termination" described in Section 8. If Executive wishes to have such determination reviewed, Executive may, within 30 days of the date Executive is notified of a reduction of payments, ask that the Bank retain, at its expense, legal counsel, certified public accountants, and/or a firm of recognized executive compensation consultants (an "Outside Expert") to provide an opinion concerning whether, and to what extent, Executive's Termination Benefits must be reduced so that no amount payable to Executive by the Bank (whether under this Agreement or otherwise) will be considered an excess parachute payment. The Outside Expert will be as mutually agreed by Executive and the Bank, provided that if we are not able to reach a mutual agreement, the Bank will select an Outside Expert, Executive will select an Outside Expert, and the two Outside Experts will select a third Outside Expert to provide the opinion required under this Section. The determination of the Outside Expert will be final and binding, subject to any contrary determination made by the Internal Revenue Service.

If the Bank believes that Executive's Termination Benefits will exceed the limitation contained in this Section, it will nonetheless make payments to Executive, at the times stated above, in the maximum amount that it believes may be paid without exceeding such limitation. The balance, if any, will then be paid after the opinion of the Outside Expert has been received. If the amount paid to Executive by the Bank following a Change in Control is ultimately determined, pursuant to the opinion of the Outside Expert or by the Internal Revenue Service, to have exceeded the limitation contained in this Section, the excess will be treated as a loan to Executive by the Bank and will be repayable on the 90th day following demand by the Bank, together with interest at the "applicable federal rate" provided in Section 1274(d) of the Code. In the event that the provisions of Sections 280G and 4999 of the Code are repealed without successor provisions, this Section will be of no further force or effect. TERMINATION NOTICE AND PROCEDURE. Any termination by the Bank or Executive of Executive's employment will be communicated by written Notice of Termination to Executive, if such Notice of Termination is delivered by the Bank, and to the Bank, if such Not ice of Termination is delivered by Executive, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank will be in writing signed by the Chairman of the Board of the Bank or the President of the Bank. If the Bank furnishes Executive with a Notice of Termination, or if Executive furnishes the Bank with a Notice of Termination, then the date of Executive's termination will be the date such Notice of Termination is deemed given pursuant to Section 14 of this Agreement. DEFERRAL OF PAYMENTS. To the extent that any payment under this Agreement, when combined with all other payments received during the year that are subject to the limitations on deductibility under Section 162(m) of the Code, exceeds the limitations on deductibility under Section 162(m) of the Code, such payment will, in the discretion of the Bank, be deferred to the next succeeding calendar year. Such deferred amounts will be paid no later than the 60th day after the end of such next succeeding calendar year, provided that such payment, when combined with any other payments subject to the Section 162(m) limitations received during the year, does not exceed the limitations on deductibility under Section 162(m) of the Code. COMPETITION. During the Term of this Agreement and for a period of one (1) year following termination thereof, for any reason whatsoever, Executive shall not, directly or indirectly: (a) be employed by any other bank or similar financial institution doing business in Chester County, Pennsylvania; (b) on behalf of a competing bank or similar financial institution, solicit, engage in, or accept business or perform any services for any organization or individual that at any time during the one (1) year ending with Executive's termination was a Bank client, customer or affiliate, or a source of business with which or who Executive dealt or had any contact during the term of Executive's employment with the Bank; (c) solicit any employee of the Bank for the purpose of inducing such employee to resign from the Bank; nor (d) induce or assist others in engaging in the activities described in subparagraphs (a) through (c) above. Notwithstanding the foregoing if Executive's employment is terminated within two years following a Change of Control (as defined in Section 4), the provisions of clause (a) of the prior sentence shall be null and void and Executive shall be entitled to be employed by any bank or financial institution doing business in Chester County, Pennsylvania or in any other location. DISCLOSURE OF CONFIDENTIAL INFORMATION.

During the period during which Executive is employed by the Bank and following the voluntary or involuntary termination of Executive's employment with the Bank for any reason whatsoever, Executive shall not use for any non-Bank purpose or disclose to any person or entity any confidential information acquired during the course of employment with the Bank. Executive shall not, directly or indirectly, copy, take, or remove from the Bank's premises, any of the Bank's books, records, customer lists, or any other documents or materials. The term "confidential information" as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Bank's customers, suppliers, methods of operation, processes, trade secrets, methods of determination of prices and rates, financial condition, as the same may exist from time to time. SUCCESSORS. The Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank or any of its subsidiaries to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession had taken place. Failure of the Bank to obtain such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and will entitle Executive to compensation in the same amount and on the same terms to which Executive would be entitled hereunder if Executive terminates his or her employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective will be deemed the date of Executive's termination. As used in this agreement "the Bank" will mean "the Bank" as hereinbefore defined and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise. BINDING AGREEMENT. This Agreement will inure to the benefit of and be enforceable by Executive and Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to Executive's devisee, legatee or other designee or, if there is no such designee, to Executive's estate. NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when personally delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to Executive at the last address Executive has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the Chairman of the Board of Directors, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address will be effective only upon receipt. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Chairman of the Board of the Bank. No waiver by either party hereto at any time of any breach by th e other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Pennsylvania without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code will be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder will be paid net of any applicable withholding required under federal, state or local law. The obligations of the Bank that arise prior to the expiration of this Agreement will survive the expiration of the term of this Agreement. VALIDITY. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

COUNTERPARTS. This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. EXPENSES. If a good faith dispute arises with respect to the enforcement of Executive's rights under this Agreement or if any arbitration or legal proceeding is brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, each party shall be responsible for his, her or its own attorneys' fees, costs and disbursements incurred as a result of such dispute or legal proceeding. PAYMENT OBLIGATIONS ABSOLUTE. The Bank's obligation to pay Executive the Termination Benefits in accordance with the provisions herein will be absolute and unconditional and will not be affected by any circumstances; provided, however, that the Bank may apply amounts payable under this Agreement to any debts owed to the Bank by Executive on the date of Executive's termination. All amounts payable by the Bank in accordance with this Agreement will be paid without notice or demand. If the Bank has paid Executive more than the amount to which Executive is entitled under this Agreement, the Bank will have the right to recover all or any part of such overpayment from Executive or from whomsoever has received such amount. SPECIFIC PERFORMANCE. Executive acknowledges and agrees that the Bank's remedies at law for a breach of any of the provisions of Section 10 or Section 11 would be inadequate and the Bank would suffer irreparable damages as a result of such breach. In recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law, the Bank, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available; provided, however, that if the Bank does not institute and prevail in an action to obtain such an equitable remedy, the Bank shall re-pay and otherwise reimburse Executive for the payments and benefits which the Bank ceased making or providing, and interest on such payments at the Bank's prime rate. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between Executive and the Bank concerning the subject matter discussed in this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether written or oral, by any officer, employee or representative of the Bank. Any prior agreements or understandings with respect to the subject matter set forth in this Agreement are hereby terminated and canceled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. FIRST NATIONAL BANK OF CHESTER COUNTY
By: /s/Deborah R. Pierce -------------------------Deborah R. Pierce Executive Vice President Human Resources and Administration

/s/Clay T. Henry ------------CLAY T. HENRY

FIRST CHESTER COUNTY CORPORATION RESTRICTED STOCK PLAN AWARD AGREEMENT FOR CLAY T. HENRY We are pleased to advise you that First Chester County Corporation (the "Corporation") hereby awards to you under the First Chester County Corporation 2005 Restricted Stock Plan (the "Plan"), a Restricted Stock Award with respect to 1,000 shares of Common Stock of the Corporation, subject to your signing this Agreement and the provisions hereof. This award is subject in all respects to the applicable provisions of the Plan, a complete copy of which has been furnished to you and receipt of which you acknowledge by acceptance of the award. Such provisions are incorporated herein by reference and made a part hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. 1. Issuance of Shares. You will be issued 1,000 shares of Common Stock as of the date you commence employment with First National Bank of Chester County (the "Grant Date"), subject to the terms, conditions and restrictions of this Agreement and the Plan. The Corporation may withhold the actual delivery of a stock certificate evidencing shares of Common Stock issued under this Restricted Stock Award until such shares have become vested and transferable under the terms hereof. 2. Vesting. Shares of Common Stock issued to you under this Restricted Stock Award shall vest according to the following schedule; provided, however, that you are employed by, or engaged to provide services to, the Corporation or an affiliate thereof through and as of any applicable vesting date: 100% of the shares issued under the Restricted Stock Award shall vest on the date which is ninety (90) days after the Grant Date. 3. Transferability. The shares of Common Stock issued to you under this Restricted Stock Award shall not be transferable by you prior to the date such shares become vested under the terms of this Agreement and the Plan, except in the case of your death. 4. Voting, Dividend and Tender Offer Rights. You shall have all voting, dividend and tender offer rights with respect to shares of Common Stock issued to you under this Restricted Stock Award whether or not such shares are vested or unvested. Cash dividends shall be distributed to you. Stock dividends shall be issued to you and shall become vested under the same terms and conditions as the shares under your Restricted Stock Award to which they pertain. 5. Withholding of Applicable Taxes. It shall be a condition to the Corporation's obligation to deliver Common Stock to you pursuant to this Restricted Stock Award that you pay, or make provision satisfactory to the Corporation for the payment of, any taxes (other than stock transfer taxes) the Corporation is obligated to collect with respect to the delivery of Common Stock under this Restricted Stock Award, including any applicable federal, state, or local withholding or employment taxes. 6. Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Corporation and you. The undersigned hereby acknowledges this Restricted Stock Award on behalf of the Corporation as of October 2, 2006. FIRST CHESTER COUNTY CORPORATION By: Kevin Quinn Title: President To indicate your acceptance and agreement to this Restricted Stock Award, please execute and immediately return to the Corporation the enclosed duplicate original of this Agreement. ACCEPTED AND AGREED TO:
/s/Clay T. Henry ---------------Clay T. Henry October 31, 2006

Date

Date of Notification: September 26, 2006 Notice to Employee: This is a legal document. You are advised to consult with an attorney prior to signing this agreement. EMPLOYMENT TRANSITION AGREEMENT & GENERAL RELEASE This Employment Transition Agreement & General Release (the "Agreement") is entered by and between First National Bank of Chester County and its affiliates (the "Bank") and Linda M. Hicks (the "Employee"). WHEREAS the Employee has been employed by the Bank as Executive Vice President - Trust and Investment Services; WHEREAS the Employee and the Bank mutually desire to amicably transition Employee's employment with the Bank to the new position of Senior Vice President - Chief Fiduciary Officer and to supercede any prior contract of employment between Employee and the Bank; WHEREAS the parties intend that the salary, car allowance and group term life insurance received by Employee in the first twelve months after the Commencement Date of this Agreement shall provide sufficient consideration to support the releases provided by her under this Agreement. NOW, THEREFORE, in consideration of the covenants and mutual promises herein contained, and intending to be legally bound hereby, the Employee and the Bank agree as follows: 1. Employment. The Bank hereby employs the Employee as a Senior Vice President - Chief Fiduciary Officer (the "Position") and the Employee hereby accepts such employment and its attendant responsibilities, and agrees to serve the Bank in such capabilities as set forth in the job description which is attached hereto as Exhibit A. Employee shall also be expected to meet certain performance goals, as established by the Executive Vice President - Trust and Investment Services, which goals shall be established after conferring with Employee during the first month after the Commencement Date of this Agreement. Said goals and progress there under will be discussed with Employee quarterly. 2. Services. In carrying out her duties the Employee shall report to and accept direction from the Executive Vice President - Trust and Investment Services. The Employee shall serve the Bank diligently, competently, and to the best of her abilities during the period of employment. The Employee shall devote substantially all of her time and attention to the business of the Bank and its affiliates, and shall not undertake any other duties which conflict with these responsibilities. The Employee shall render such services as may reasonably be required of her to accomplish the business purposes of the Bank, which shall include specific responsibility as set forth in the job description, Exhibit A, and such performance goals and duties as the Executive Vice President - Trust and Investment Services may assign to her from time to time and which are appropriate to the Position. Nothing in this Agreement shall be deemed to restrict the Bank's ability to terminate Employee's employment at any time in the Bank's sole discretion, and such employment shall be "at will." 3. Term. The term of employment of the Employee under this Agreement shall commence on October 18, 2006 ("Commencement Date") and shall continue in full force and effect until the earliest to occur of the following dates: a) the Employee or the Bank shall have given written notice of intent to terminate this Agreement, which notice shall be given at least fourteen (14) days before the effective date of termination; b) the end of the first day after twelve (12) months from the Commencement Date. In any event, obligations under Paragraphs 8 and 13 will continue and not expire. 4. Compensation. (a) Base Salary. The Employee's base starting salary shall be at an annualized rate of One Hundred Thirty Thousand Dollars ($130,000) ("Annual Base Salary"). The Employee's Annual Base Salary will be reduced to

One Hundred Twelve Thousand Dollars ($112,000) on the first day after twelve months from the Commencement Date. (b) Annual Bonus. Employee will be eligible for bonus payments, if any, for Fiscal Year 2006 under the Executive Incentive Plans. Employee will be eligible to participate in the 2007 Incentive Plan that covers other Senior Vice Presidents. (c) Car Allowance. For the first twelve months of Employee's employment under this Agreement, the Bank shall pay Employee a monthly car allowance of Seven Hundred Dollars ($700.00). (d) Paid Time Off. Employee will be eligible to accrue Paid Time Off (PTO) while she is an active employee in accord with the Bank's PTO policy. 5. Benefits. The Employee will be eligible to continue to participate in and pay premiums for the Company's group health and welfare benefits plans, pursuant to the terms of such plans and applicable law. These plans include, as Employee has elected: 401 (k), Medical and Dental Group Insurance, and Medical Flexible Spending. In addition, the employee's group term disability and term life insurance will continue, and the Bank will pay the full premiums during the first twelve (12) months after the Commencement Date. Contributions to the Supplemental Benefit Retirement program will cease with the pay period ending October 27, 2006. Employee will also have coverage for Voluntary Group life insurance as she is currently enrolled and will pay the required premiums on a monthly basis unless she elects to withdraw from participation. 6. Employee Representations. Employee hereby represents and acknowledges to the Bank that: (a) SHE HAS BEEN ADVISED, IN WRITING, TO READ THIS ENTIRE AGREEMENT CAREFULLY, AND TO CONSULT WITH AN ATTORNEY OF HER CHOICE PRIOR TO SIGNING THIS AGREEMENT; (b) she has had twenty-one (21) days to consider the waiver of her rights under the Age Discrimination in Employment Act of 1967, as amended ("ADEA") prior to signing this Agreement; (c) she has been advised, in writing, that she has a full seven (7) days after she signs this Agreement to revoke it, and that this Agreement will not become effective until the seven (7) day revocation period has run and she has notified the Bank, in writing, that she has elected not to revoke this Agreement; d) the consideration provided her under this Agreement is sufficient to support the releases provided by her under this Agreement; (e) she understands and agrees that she will receive compensation and benefits specified above in exchange for signing this Agreement, and that she would not have received such separation pay and benefits if she had not signed this Agreement; (f) she has disclosed to the Bank any information in her possession concerning any conduct involving the Bank or its affiliates that may be unlawful or violates Bank Policy in any respect; and (g) she has not filed any charges, claims or lawsuits against the Bank involving any aspect of her employment which have not been terminated as of the date of this Agreement. Employee understands that the Bank regards the representations made by her as material and that the Bank is relying on these representations in entering into this Agreement. 7. Effective Date of the Agreement. Employee shall have seven (7) days from the date she signs this Agreement to revoke her consent to the waiver of her rights under the ADEA. Such revocation shall be in writing addressed and delivered to the Bank official executing this Agreement on behalf of the Bank which action shall revoke this Agreement. If Employee revokes this Agreement, all of its provisions shall be void and unenforceable. If Employee does not revoke her consent, the Agreement will take effect on the first day after the end of this seven day revocation period (the "Effective Date").

8. General Release. The Employee and her heirs, assigns, and agents release, waive, and discharge the Bank Released Parties, as defined below, from each and every claim, action or right of any sort, known or unknown, arising on or before the Effective Date. (a) The foregoing release includes, but is not limited to, any and all claims, liabilities, demands, and causes of action known or unknown, fixed or contingent, which the Employee may have or claim to have against the Bank or the other Released Parties including, without limitation, claims arising out of or in any way connected to Employee's employment or termination of employment with the Bank. By this Agreement, the Employee knowingly and voluntarily waives any claims under any and all laws which provide legal restrictions on Bank's right to terminate Employee's employment or affect the terms and conditions of Employee's employment, including claims under any federal, state, or other governmental statute, regulation, ordinance or other provision, including, without limitation, claims arising under: (1) Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; (2) the Americans with Disabilities Act; (3) the Pennsylvania Human Relations Act; (4) the Age Discrimination in Employment Act; (5) the Older Workers Benefit Protection Act; (6) known claims under the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"); (7) the Family and Medical Leave Act; (8) Section 1981 through 1988 of Title 42 U.S.C.; (9) any other federal, state or local law, regulation, ordinance or other provision of a similar nature to any of the foregoing; or (10) any other provision providing for relief by the Employee against Bank or the other Released Parties, as well as any amendments to the foregoing statutes, regulations, ordinances or other provisions. The Employee also waives any common law claims against the Bank and the other Released Parties, any claim for personal injury, wrongful discharge, negligence, infliction of emotional distress, wrongful hiring or retention, breach of contract, violation of public policy, whistleblower claims, retaliation or any form of tort, and any and all claims for counsel fees and costs attendant thereto. (b) The Employee represents that she understands the foregoing release, that rights and claims under the Age Discrimination in Employment Act of 1967, as amended, are among the rights and claims against the Bank she is releasing, and that she understands that she is not releasing any rights or claims arising after the Effective Date. The Employee also understands that she is not waiving any rights or claims that cannot be legally waived. Subject to the foregoing, this Agreement shall operate as a general release of any and all claims to the fullest extent of applicable law. (c) The Employee further agrees never to sue the Bank or cause the Bank to be sued regarding any matter within the scope of the above release. If the Employee violates this release by suing the Bank or causing the Bank to be sued, the Employee agrees to pay all costs and expenses of defending against the suit incurred by the Bank, including reasonable attorneys' fees except to the extent that paying such costs and expenses is prohibited by law or would result in the invalidation of the foregoing release. (d) Bank Released Parties include the Bank, all current and former parents, subsidiaries, related companies, partnerships or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any other person acting by, through, under or in concert with any of the persons or entities listed in this paragraph, and their successors. 9. Confidential Information. The Employee acknowledges that, in connection with her employment at the Bank, she obtained knowledge about confidential and proprietary information of the Bank, including but not limited to privileged and confidential matters relating to the Bank's legal matters, lists of customers, technical information about Bank products, and strategic plans of the Bank's business (hereinafter the "Information"). Employee agrees not to use, publish or otherwise disclose any Information to others, including but not limited to a subsequent employer or competitor of the Bank, either prior to or following the Effective Date. If the Employee has any question regarding what data or information would be considered by the Bank to be information subject to this provision, the Employee agrees to contact the Executive Vice President - Trust and Investment Services in writing for clarification. 10. Covenant Not to Compete or Solicit. (a) Employee shall not, during the twelve (12) months following the Commencement Date, for herself, or on behalf of any other person, firm, partnership, corporation, or other entity, directly or indirectly engage in any business or provide any services which compete with the Bank in Chester County, Pennsylvania without giving

the President of the Bank prior written notice as required in Paragraph 10 (c). For purposes of this paragraph, any entity which is insured by the Federal Deposit Insurance Corporation or has trust powers and has an office in Chester County, Pennsylvania is deemed a competitor of the Bank. (b) The Employee agrees that for a period of twelve (12) months after the Commencement Date, she will not, without prior written approval from the President of the Bank , directly or indirectly solicit any person who is an employee or a client of the Bank to terminate or otherwise modify his/her relationship with the Bank. (c) In the event the Employee wishes to enter into any relationship or employment prior to the end of twelve (12) months after the Commencement Date, which would be covered by the above non-compete provision, Employee agrees to provide written notification to the President of the Bank at least 48 hours prior to entering any such relationship or employment. (d) In the event that Employee breaches or the Bank reasonably believes that Employee is about to breach, any of the covenants of Paragraph 10, Employee agrees that the Bank will be entitled to injunctive relief. Employee recognizes that the Bank will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Bank or to protect and preserve the status quo. Therefore, Employee HEREBY CONSENTS TO THE ISSUANCE OF A TEMPORARY RESTRAINING ORDER, WITH OR WITHOUT NOTICE, AND A PRELIMINARY OR PERMANENT INJUNCTION. 11. Return of Bank Property. The Employee agrees that on the effective date of termination she will return all property of the bank, including, but not limited to, her cell phone, her Bank-owned credit card, all Bank files, all keys including those to Bank-owned real estate and property. The Employee further agrees that as of the effective date of termination, she will have no outstanding balance on her corporate credit card for which appropriate accounting has not been submitted. 12. Non-Disparagement. The Employee agrees that she will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Bank or any of its past or present affiliates, subsidiaries, agents, officers, directors or employees. In the event such a communication is made to anyone, including but not limited to the media, public interest groups and publishing companies, it will be considered a material breach of the terms of this Agreement. 13. Confidentiality. The Employee shall keep strictly confidential all the terms and conditions, including amounts, in this Agreement and shall not disclose them to any person other than the Employee's spouse, the Employee's legal or financial advisor, or unless compelled by law to do so. If a person not a party to this Agreement requests or demands, by subpoena or otherwise, that the Employee disclose or produce this Agreement or any terms or conditions thereof, the Employee shall immediately notify the Bank and shall give the Bank an opportunity to respond to such notice before taking any action or making any decision in connection with such request or subpoena. 14. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties hereto and may be changed only with the written consent of both parties and only if both parties make express reference to this Agreement. The parties have not relied on any oral statements that are not included in this Agreement. Except as otherwise provided herein, this Agreement supersedes all prior agreements and understandings concerning the subject matter of this Agreement. Any modifications to this Agreement must be in writing and signed by Employee and an authorized employee or agent of the Bank. 15. Severability of Provisions. In the event that any provision in this Agreement is determined to be legally invalid or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, the affected provision shall be stricken from the Agreement, and the remaining terms of the Agreement and its enforceability shall remain unaffected. 16. Applicable Law. This Agreement shall be construed, interpreted and applied in accordance with the law of the Commonwealth of Pennsylvania, without regard to the provisions on conflicts of law. 17. Successors and Assigns. This Agreement shall extend to, be binding upon, and inure to the benefit of the Bank, Employee and their respective successors, heirs, and assigns. 18. Counterparts. This Agreement may be executed by counterpart, each of which when so executed shall be

deemed to be an original, and all of which when taken together shall constitute one and the same agreement. 19. Notices/Requests. Any notice or request under this Agreement shall be in writing, and sent to the other party via Federal Express or U.S. Postal Service certified mail with return receipt, addressed as follows: If to Employee: Linda M. Hicks 1072 Glen Hall Road Kennett Square, PA 19348 If to the Bank: Deborah R. Pierce Executive Vice President - Human Resources and Administration First National Bank of Chester County 887 South Matlack Street P. O. Box 523 West Chester, PA 19381 20. Attorneys' Fees. Each party shall be responsible for its own attorneys' fees and, in no event, shall the Bank be responsible for Employee's attorneys' fees. 21. Waiver of Breach/Enforceability. The waiver by either party hereto of a breach or violation of any provisions of the Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. I acknowledge that I understand the above agreement, which includes the release of all claims. I understand that I am waiving unknown claims and I am doing so knowingly and voluntarily, without any coercion or duress. EMPLOYEE FIRST NATIONAL BANK OF CHESTER COUNTY
/s/Linda M. Hicks ----------------Linda M. Hicks By: /s/Deborah R. Pierce -------------------Deborah R. Pierce Executive Vice President Human Resources and Administration 10/18/06 --------

Date:

10/18/06 --------

Date:

EXHIBIT A
JOB TITLE: SVP Chief Fiduciary Officer -----------------------APPROVED BY: -------------------------Division Manager Date APPROVED BY: EVP Trust & Investments ------------------------------------------------Department Manager Date APPROVED BY: Trust & Investments ------------------------------------------------HR Department Date

REPORTS TO:

DEPARTMENT:

FUNCTION: Provides fiduciary expertise and compliance guidance for the Trust and Investment Division. Acts as relationship manager and fiduciary officer for major client accounts.

DUTIES: 1. Acts as Chair for monthly Fiduciary Committee meetings. 2. Provides ongoing fiduciary guidance to portfolio managers, relationship officers, administrators and business development officers. 3. Oversees department compliance with OCC regulatory requirements including the annual OCC review, exam and required reporting. 4. Ensures overall compliance with OCC regulations, Sarbanes-Oxley and other regulatory bodies. 5. Performs annual document review on existing client accounts and oversees new business acceptance process. 6. Oversees preparation of Trust Committee materials and actively participates in Trust Committee. 7. Assumes responsibility as relationship and fiduciary officer for major client accounts. 8. Supports sales of fiduciary services and coordinates with sales efforts with ex ternal referral sources. 9. Performs additional related duties as required. MINIMUM QUALIFICATIONS: -Bachelor's degree or equivalency -Trust and fiduciary experience in excess of 10 years -Excellent verbal and written communication skills Computer skills with emphasis in Excel and Word I have received and reviewed a copy of this job description and, taken as a whole, it accurately reflects my position at First National Bank of Chester County as described to me.
/S/Linda M. Hicks -------------------------Employee's Signature 10/18/06 -------Date

SEPARATION BENEFITS AGREEMENT THIS SEPARATION BENEFITS AGREEMENT (the "Agreement") is made as of this 18th day of October, 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 referred to as the "Bank") and LINDA M. HICKS, an individual residing at 1072 Glen Hall Road, Kennett Square, PA 19348 (hereinafter referred to as "Employee"). BACKGROUND WHEREAS, the Bank desires to employ Employee as the Senior Vice President - Chief Fiduciary Officer of the Bank and to provide certain benefits to Employee in connection with such employment; WHEREAS, Employee is desirous of securing such employment and such benefits on the terms and conditions set forth herein; and WHEREAS, in consideration of the receipt of such employment and such benefits, Employee is willing to be bound by certain non-compete and non-disclosure obligations as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the parties, intending to be legally bound hereby agree as follows: 1) TERM OF AGREEMENT. This Agreement is effective ("Effective Date") as of the latest to occur of the following dates: (a) the date this Agreement is executed and delivered by both Employee and the Bank, (b) the date on which Employee's employment as Officer commences, or (c) the date set forth above. This Agreement will continue in effect for a period of 12 months after the Effective Date. 2) TERMINATION COMPENSATION. If Employee's employment with the Bank is terminated without "Cause" (as defined in Section 5) at any time, Employee will receive the "Termination Benefits" (as defined in Section 3). Employee will also receive the Termination Benefits if Employee terminates his or her employment for "Good Reason" (as defined in Section 4). In order to receive the Termination Benefits, Employee must execute a general release and waiver of claims that Employee may have against the Bank, its directors, officers, employees or other affiliates as may be requested by the Bank. -1-

The Termination Benefits will be paid to Employee under the terms and conditions hereof, without regard to whether Employee looks for or obtains alternative employment following Employee's termination of employment with the Bank. If Employee, however, obtains employment with any entity which is insured by the Federal Deposit Insurance Corporation or has trust powers and has an office in Chester County, Pennsylvania, the payment of Termination Benefits will immediately cease. 3) TERMINATION BENEFITS DEFINED. For purposes of this Agreement, the term "Termination Benefits" will mean and include the following: a) For a period from Employee's Effective Date of Termination until the end of 12 months from the Effective Date of this Agreement (the "Benefit Period"), payment of Employee's base salary on the same basis that Employee was paid immediately prior to Employee's termination. b) Continuation during the Benefit Period of all fringe benefits that Employee was receiving immediately prior to Employee's termination, including, without limitation, life, disability, accident and group health insurance benefits coverage for Employee and Employee's immediate family ("Fringe Benefits"), such Fringe Benefits to be provided on substantially the same terms and conditions as they were provided immediately prior to Employee's termination. c) There will be no component of Employee's Termination Benefits for any bonus payments to which Employee would have been entitled for the year during which Employee's termination occurs. d) Outplacement. The Bank will select an outplacement agency to provide Employee with executive outplacement services commensurate with her position as selected by the Bank. Payment for these services will be made by the Bank directly to the outplacement agency. Notwithstanding the foregoing, if Employee terminates his or her employment for Good Reason, Employee's Termination Benefits will be based upon the Employee's salary and benefits immediately prior to the event that gives rise to Employee's right to receive Termination Benefits under this Agreement. The Bank does not intend to provide duplicative Fringe Benefits. Consequently, Fringe Benefits otherwise receivable pursuant to this Section will be reduced or eliminated if and to the extent that Employee receives comparable Fringe Benefits from any other source (for example, another employer); provided, however, that Employee will have no obligation to seek, solicit or accept employment from another employer in order to receive such benefits. -2-

4) GOOD REASON DEFINED. For purposes of this Agreement, the term "Good Reason" will mean and include the following situations, provided that such situation shall not have occurred following any circumstance for which the Employee's employment may otherwise have been terminated for Cause: a) any material adverse change in Employee's status, responsibilities or Fringe Benefits; b) any failure to nominate or elect Employee as Senior Vice President - Chief Fiduciary Officer. c) causing or requiring Employee to report to anyone other than the Executive Vice President - Trust and Wealth Advisory Services; d) assignment to Employee of duties materially inconsistent with Employee's position as Senior Vice President Chief Fiduciary Officer; e) any reduction of Employee's annual base salary or other reduction in compensation or benefits, in any such event, having the effect of reducing Employee's annual base salary by more than 10%); or f) requiring Employee to be principally based at any office or location more than 50 miles from the current offices of the Bank in West Chester, Pennsylvania; 5) CAUSE DEFINED. For purposes of this Agreement, the term "Cause" will mean and include the following situations: a) Employee's conviction by a court of competent jurisdiction of, or plea of guilty or nolo contendere to, any felony or misdemeanor involving dishonesty or breach of trust or any felony or crime involving moral turpitude or violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, or the actual incarceration of Employee; b) Employee's failure to perform the duties reasonably assigned to Employee by the Executive Vice President Trust and Wealth Advisory Services, without reasonable cause or excuse, which failure or breach continues for more than fifteen business days after written notice thereof is given to Employee; c) Employee's willful failure to follow the good faith lawful instructions of the Board of Directors of the Bank with respect to the operations of the Bank and the conduct of its officers; -3-

d) Employee's intentional violation of the conditions of Employee's employment; e) Employee's dishonesty or gross negligence in the performance of her duties; f) Conduct on the part of the Employee that would bring discredit to the Bank if publicly disclosed and employee fails to correct this conduct within five business days of discovery and written notice by the Bank; g) Employee's breach of fiduciary duty involving personal profit or benefit, directly or indirectly, to Employee's family, friends or affiliated entities; h) Employee's violation of any law, rule or regulation governing banks or bank officers or the recommendation or order issued by a bank regulatory authority that Employee be removed from employment with the Bank; i) A material breach by Employee of the Bank's Code of Conduct; j) Employee's unlawful discrimination, including harassment, against the Bank's employees, customers, business associates, contractors or visitors; k) Any final removal or prohibition order to which Employee is subject by a federal banking agency pursuant to Section 8(c) of the Federal Deposit Insurance Act; l) Any act of fraud or misappropriation by Employee; or m) Intentional misrepresentation of a material fact, or intentional omission of information necessary to make the information supplied not materially misleading in any application or other information provided from time to time by the Employee to the Bank or any director, officer of other representative of the Bank in connection with the Employee's employment with the Bank and performance of Employee's duties as an employee of the Bank. This Agreement and Employee's employment shall also terminate upon Employee's death or disability which renders Employee mentally or physically incapable of performing all of the essential functions of Employee's responsibilities as Senior Vice President- Chief Fiduciary Officer, taking into account any reasonable accommodation required by law, and such termination shall be deemed to be a termination by the Bank with Cause. Nothing in this Agreement shall be deemed to restrict the Bank's ability to terminate Employee's employment at any time in the Bank's sole discretion, and such employment shall be "at will". -4-

6) TERMINATION NOTICE AND PROCEDURE. Any termination by the Bank or Employee of Employee's employment will be communicated by written Notice of Termination to Employee, if such Notice of Termination is delivered by the Bank, and to the Bank, if such Notice of Termination is delivered by Employee, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank will be in writing signed by the Chairman of the Board of the Bank or the President of the Bank. If the Bank furnishes Employee with a Notice of Termination, or if Employee furnishes the Bank with a Notice of Termination, then the date of Employee's termination (Effective Date of Termination) will be the date such Notice of Termination is deemed given pursuant to Section 10 of this Agreement. 7) COVENANT NOT TO COMPETE OR SOLICIT. (a) During the Term of this Agreement, Employee shall not: for herself, or on behalf of any other person, firm, partnership, corporation, or other entity, directly or indirectly engage in any business or provide any services which compete with the Bank in Chester County, Pennsylvania without giving the President of the Bank prior written notice as required in Paragraph 7 (c). For purposes of this paragraph, any entity which is insured by the Federal Deposit Insurance Corporation or has trust powers and has an office in Chester County, Pennsylvania is deemed a competitor of the Bank. (b) The Employee agrees that for a period of twelve (12) months after the Effective Date she will not, without prior written approval from the President of the Bank, directly or indirectly solicit any person who is an employee or a client of the Bank to terminate or otherwise modify his/her relationship with the Bank. (c) In the event the Employee wishes to enter into any relationship or employment prior to the end of the Term of this Agreement, which would be covered by the above non-compete provision, Employee agrees to provide written notification to the President of the Bank at least 48 hours prior to entering any such relationship or employment. (d) In the event that Employee breaches or the Bank reasonably believes that Employee is about to breach, any of the covenants of Paragraph 7, Employee agrees that the Bank will be entitled to injunctive relief. Employee recognizes that the Bank will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Bank or to protect and preserve the status quo. Therefore, Employee HEREBY CONSENTS TO THE ISSUANCE OF A TEMPORARY RESTRAINING ORDER, WITH OR WITHOUT NOTICE, AND A PRELIMINARY OR PERMANENT INJUNCTION. -5-

8) DISCLOSURE OF CONFIDENTIAL INFORMATION. During the period during which Employee is employed by the Bank and following the voluntary or involuntary termination of Employee's employment with the Bank for any reason whatsoever, Employee shall not use for any non-Bank purpose or disclose to any person or entity any confidential information acquired during the course of employment with the Bank. Employee shall not, directly or indirectly, copy, take, or remove from the Bank's premises, any of the Bank's books, records, customer lists, or any other documents or materials. The term "confidential information" as used in this Agreement includes, but is not limited to, records, lists, and knowledge of the Bank's customers, suppliers, methods of operation, processes, trade secrets, methods of determination of prices and rates, financial condition, as the same may exist from time to time. 9) BINDING AGREEMENT. This Agreement will inure to the benefit of and be enforceable by Employee and Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amount would still be payable to Employee hereunder had Employee continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to Employee's devisee, legatee or other designee or, if there is no such designee, to Employee's estate. 10) NOTICES. For purposes of this Agreement, notices and all other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when personally delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to Employee at the last address Employee has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the Chairman of the Board of Directors, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address will be effective only upon receipt. 11) MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and the Chairman of the Board of the Bank. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Pennsylvania without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code will be deemed also to refer to any successor provisions to such -6-

sections. Any payments provided for hereunder will be paid net of any applicable withholding required under federal, state or local law. 12) VALIDITY. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. 13) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. 14) EXPENSES. If a good faith dispute arises with respect to the enforcement of Employee's rights under this Agreement or if any arbitration or legal proceeding is brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, each party shall be responsible for his, her or its own attorneys' fees, costs and disbursements incurred as a result of such dispute or legal proceeding. 15) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between Employee and the Bank concerning the subject matter discussed in this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether written or oral, by any officer, employee or representative of the Bank regarding the subject matter of this Agreement. Any prior agreements or understandings with respect to the subject matter set forth in this Agreement are hereby terminated and canceled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. FIRST NATIONAL BANK OF CHESTER COUNTY By: Deborah R. Pierce Deborah R. Pierce Executive Vice President Human Resources and Administration Linda M. Hicks LINDA M. HICKS -7-

First Chester County Corporation and First National Bank of Chester County Code of Conduct (Ethics) CORPORATE STATEMENT The activities of First National Bank of Chester County ("FNB"), its parent First Chester County Corporation ("FCCC") and its affiliates and subsidiaries are affected by laws and regulations, as well as its responsibilities to its shareholders, customers, employees and the community in which it serves. This Code of Conduct provides the avenue for ensuring that the conduct of our employees is consistent with the institution's corporate responsibilities. The Code of Conduct embodies not only legal and regulatory requirements, but also the standards by which our employees must conduct themselves. As a director, officer, other employee of FNB or any of its affiliates, you are expected to comply with this Code as written. You should be aware that willful violation of this Code could provide a basis for disciplinary action up to and including termination. As used in this Code of Conduct, the term "FNB" includes the First National Bank of Chester County, its parent and its affiliates. Members of any advisory board should be familiar with and comply with this Code of Conduct where applicable as well. CONFIDENTIAL INFORMATION The unauthorized use or release of confidential information during or after employment with FNB is a breach of this Code of Conduct. Confidential information with respect to FNB, its customers, prospective customers, suppliers, shareholders, and employees acquired in t he course of business is to be used solely for corporate purposes and never to be discussed with or divulged to unauthorized people. The need for confidentiality extends to everyone, including family, friends and acquaintances. Customers, suppliers, shareholders and employees expect FNB and its employees to keep information regarding their personal and business affairs in strict confidence at all times. Examples of confidential information include the following: customers', suppliers', shareholders' or employees' business relationships, loans, accounts, balances, credit ratings, experiences, or any other transaction with FNB. Other examples of confidential information include, but are not limited to, corporate policies, objectives, goals and strategies; lists of clients, customers or vendors; employee records; and other materials such as graphs, memoranda, documents, manuals, reports, records, software or hardware for use in computer or word processing equipment, training materials, bulletins, and similar originals or copies of records whether or not you have contributed to their creation. When an employee leaves FNB, the employee may not retain any confidential information. Confidential information available to one affiliate or department of FNB should only be communicated to other affiliates or departments when there is a legitimate business need to know. Information about bank customers should NEVER be disclosed to anyone outside FNB unless directed by Senior Management, i.e., to legal counsel or by valid subpoena or court order which has been approved by Security. Within FNB, customer information is to be used by, and/or disclosed to only those employees serving that particular client. INSIDER TRADING As more fully described in our "Statement of Policy Regarding: Securities Sales, Trades and Transfers by Directors, Officers, Employees and Consultants," an employee's position with FNB may provide that employee with access to "material non-public information." "Material non-public information" includes information that is not available to the public at large which would be important to an investor in making a decision to buy, sell or retain a security. Common examples of information that are considered material are as follows: projections of future earnings or losses; news of a pending or proposed merger or acquisition, tender offer or exchange offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; significant changes in management; significant new products or discoveries; or impending financial liquidity problems. It should be noted that either positive or negative information may be material. Non-public or "inside" material information should never be passed or used by FNB personnel to or for anyone in conjunction with investment transactions for either FNB or our customers. Even if this information does not originate from inside FNB, you may not use it for personal gain or pass it to others for like benefit.

An employee in possession of "material non-public information" shall not pass that information on to others and shall not purchase or sell a security or recommend a security transaction of the employee's own account, the account of a family member, the account of an FCCC stockholder, any customer of FNB, or any other person. After the information has been publicly disclosed through appropriate channels, an employee should allow a reasonable time to elapse (at least three business days) before trading in the security, to allow for public dissemination and evaluation of the information. The use or disclosure of such information can result in civil or criminal penalties under federal securities laws, both for the individual concerned, persons deemed to be supervising such individual and for FCCC. (See our Statement of Policy Regarding: Securities Sales, Trades and Transfers by Directors, Officers, Employees and Consultants.) RELATIONSHIP WITH THE INVESTMENT COMMUNITY Institutional investors and securities analysts play a critical role in establishing the pricing and liquidity of FCCC's stock and other publicly held securities. To ensure proper disclosure and consistency of information, all communications with members of the investment community should be coordinated with the Office of the President of FNB. INFORMATION ABOUT FIRST NATIONAL EMPLOYEES All necessary measures are taken to protect the confidentiality of employee information. Other than routine employment verification during which only the position, dates worked and salary confirmation are verified, NO other information will be disclosed to any outside source without the employee's consent. All supervisors and officers are responsible for safeguarding the confidentiality of employee information. ANY request from outside FNB for employee information should be referred to the Human Resources Department of FNB. RELATIONSHIP WITH THE MEDIA FNB's relationship with the media is an important one that affects our image in the community. The Office of the President, through the Marketing Department, is responsible for FNB's relationship with the press and public. The annual and interim reports, which are approved and published on a scheduled basis, contain reports, structural descriptions and other information which is prepared for public release. Marketing brochures and pamphlets also provide additional data regarding products, services and operational philosophy prepared for public perusal. Any other information on the operational procedure, structure, systems or policies of FNB should be considered confidential and proprietary. Any press release, written article or public address concerning FNB or its operations, MUST be submitted to and cleared by the Office of the President of FNB. FNB employees should refer all questions or requests for information from reporters or other media representatives to the Office of the President of FNB to ensure consistency and accuracy of information. CONFLICT OF INTEREST FNB's reputation for integrity is our most valuable asset and is directly affected by the conduct of our employees. For this reason, employees must not use their position for private gain, to advance personal interests, or to obtain favors or benefits for themselves, members of their families, or any other individuals, corporations or business entities. A basic premise of FNB's Code of Conduct is that each employee of FNB represents FNB and is obligated to act in its best interest, and in the best interests of its customers and stockholders, without regard to the employee's personal or financial interest or activities.

FNB employees are expected to recognize and avoid those situations where personal or financial interest or relationships might influence or appear to influence such person's judgment on matters affecting FNB. FNB employees should understand that a conflict of interest may arise when there is a mere opportunity for conflict to occur. Although FNB employees may not intend to create a conflict of interest, they should manage their affairs to avoid even the appearance of such a conflict. If there is any doubt about a certain situation, FNB employees should contact his/her supervisor to discuss it immediately. "Outside influence" can be defined in many ways in terms of the effect on the day to day transactional business of a financial organization. Every employee, officer or director of a bank or bank holding company is a party to or involved in rendering decisions resulting from due course of business on a continuous basis. Specifics in terms of what constitutes any influence on these business decisions must be understood and addressed, thereby guaranteeing the maintenance of the highest moral and ethical standards within FNB. Congress is very specific as to its definition of influence as spelled out in the Bank Bribery Amendments Act of 1985 (Pub. L. 99-370. August 4, 1986) and how it applies to bank or holding company employees, officers, directors, agents or attorneys. The law states: Whoever corruptly gives, offers, or promises anything of value to any person with intent to influence or reward an officer, director, employee, agent or attorney of a financial institution in connection with any business or transaction of such institution. or As an officer, director, employee, agent or attorney of a financial institution corruptly solicits or demands for the benefit of any person, or, corruptly accepts or agrees to accept, anything of value from any person intending to be influenced or rewarded in connection with any business or transaction of such institution, shall be (guilty of an offense). The above definition covers all facets of FNB's business including but not limited to:
Corporate Policy Lending Policy Purchasing and Maintenance Confidential Information Disclosure Depository and Trust Relationships Investment Policy

Violations carry strong penalties. Acceptance of anything of value over $1,000.00 is punishable by a fine of up to $1,000,000.00 (or three times the value of the thing given, whichever is greater) and imprisonment of up to twenty (20) years, or, if the value of the gratuity is less than $1,000.00, a fine of up to $1,000,000.00 and imprisonment of up to one (1) year. FNB has established guidelines to protect FNB employees from unwittingly placing themselves in a position of possible violation, or perception of violation of the law. These guidelines are as follows: If the acceptance of gifts or gratuities by an employee of FNB is based on a family or established personal relationship and not on any basis related to the business of FNB, and this relationship can be readily proven, this is permissible. The acceptance of meals, travel expenses, entertainment and accommodations for the purpose of holding bona fide business discussions or part of an effort to foster better business relations is permissible, IF they are of reasonable value and IF FNB would have paid the same expense for the same purpose. Any employee or FNB officer accepting payment from a second party for such an event must advise the Office of the President prior to acceptance no matter what the value. Loans from other financial organizations may be applied for and accepted IF terms are those that are generally offered as a matter of usual business. Receiving promotional material of reasonable value, such as pens, pencils, calendars, etc., when given as nominal

advertising items is permissible. Receiving merchandise discounts and rebates, IF said discounts are generally offered as a matter of usual business to other customers is permissible. Gifts of reasonable value ($50.00 or less) which are given to recognize personal events such as a promotion, wedding, birth, retirement or holiday season gift are acceptable. Values of over $50.00 must be reported to the Senior Human Resources Officer. Civic, charitable, educational or religious organizational awards for recognition of service, effort or accomplishment can be accepted up to the value of $100.00. Values of over $100.00 must be reported to the Senior Human Resources Officer. If any officer or other employee of FNB feels a conflict of interest may occur, is aware of a situation in which undue influence is being brought to bear, or is aware that dollar amounts as listed in the preceding guidelines have been surpassed, it is their duty to disclose these facts so that it may be properly documented and proper action may be taken if required. FNB will maintain contemporaneous written reports of all such disclosures, which will be examined for compliance with this Code of Conduct and compliance with the law. In the case of officers or other employees of FNB (other than executive officers of FNB or FCCC), all disclosures required or conscientiously presented will be forwarded in duplicate to the President and Senior Human Resources Officer of FNB. These disclosures will be reviewed by the Executive Officers of FNB as a committee. These disclosures will be reviewed, documented and acted upon within three days of receipt with review by counsel if it is so decided. In the case of a director or an executive officer of FNB or FCCC, all disclosures required or conscientiously presented will be forwarded in duplicate to the Chairman of the Board of FCCC. The Board of Directors will review, or may delegate such review to an independent committee of the Board, document and act upon these disclosures as soon as practicable after receipt, with review by counsel if it is so decided. Any waivers of this Code of Conduct for the CEO, CFO, chief accounting officer or controller may be permitted only if approved by the Board of Directors of FCCC, or an independent committee of the Board to whom the Board has delegated such authority. Such waivers may be required to be disclosed to the public by FCCC in accordance with federal securities laws. It is the duty of all officers, directors and employees of FNB to ensure that possible conflict of interest, or improper use of corporate property or position does not compromise the high ethical standards of FNB. THINGS OFFERED TO EMPLOYEES It is a federal crime for any officer, director, employee, agent or attorney of F NB to corruptly solicit, demand or accept for the benefit of any person anything of value from anyone in return for any business, service or confidential information of FNB, intending to be influenced or rewarded, either before or after a transaction is discussed or consummated. Although all transactions and businesses are covered, some examples include extensions of credit, underwriting transactions, investment advice, trust matters, checking accounts and purchases from suppliers. The person who improperly offers or promises something of value under these circumstances is guilty of the same offense. Substantial criminal penalties can result from non-compliance. As described above, it is not uncommon for bankers to have close social or family ties with some of those with whom they do business. Things of value exchanged between FNB employees and family members or social friends are not covered by this Code of Conduct if they are exchanged solely because of the family or social relationship and not in connection with a transaction or business of FNB. However, the exchange of things of value that may create the appearance of a conflict of interest should be avoided. On a case-by-case basis, FNB may approve other circumstances not described herein, in which FNB employees may accept something of value in connection with the business of FNB. Approval may be given in writing by Senior Management, after consultation with legal counsel, on the basis of a full written disclosure of all relevant facts submitted by the FNB employees , providing compliance with federal law.

Whenever any situation arises with regard to matters concerning things of value, you must make full disclosure to Senior Management and receive management's written response. Permanent files must be maintained of all disclosures and responses. THINGS OFFERED BY EMPLOYEES FNB employees may not, on behalf of FNB in connection with any transaction or business of FNB, directly or indirectly give, offer, or promise anything of value to any individual, business entity, organization, governmental unit, public official, political party or any other person for the purpose of influencing the actions of the recipient. This standard of conduct is not intended to prohibit normal business practices such as providing meals, entertainment, tickets to cultural and sporting events, promotional gifts, favors, discounts, price concessions, gifts given as token of friendship or special occasions (such as Christmas), so long as they are of nominal and reasonable value under the circumstances and promote FNB's legitimate business interests. ESTATE MATTERS No FNB employee or member of his or her family (with certain limited exceptions) may accept any benefit under a will or trust instrument of a customer of FNB with a value greater than $1,000 unless the customer is a member of such person's family, or Senior Management has approved it after consultation with legal counsel. A FNB employee may never demand, request or solicit any benefit under a will or trust instrument of a customer of FNB. No FNB employee or member of his or her family may act in any fiduciary capacity under a will, trust, or other instrument of a customer of FNB unless prior Senior Management approval has been obtained after consultation with legal counsel and such person turns over to FNB any commission or fees received. This does not apply to a will, trust or other instrument established by a member of such person's family. In all estate or trust matters involving FNB employees where FNB is a fiduciary, Senior Management of FNB must be consulted in advance in order to ensure compliance with applicable laws and regulations. FINANCIAL ACCOUNTABILITY AND INTERNAL CONTROLS FNB has numerous internal control policies and procedures. FNB expects all FNB employees to be familiar with and operate within established internal controls. FNB's internal and external auditors periodically audit internal control policies, procedures and compliance in order to assess the sufficiency of these controls. All FNB employees involved in these periodic assessments shall provide accurate information and shall complete the internal control certifications in a timely manner. INTEGRITY OF ACCOUNTING AND FINANCIAL INFORMATION FNB maintains the highest standards in preparing the accounting and financial information disclosed to the public. Any information that is false, misleading, and incomplete or would lead to mistrust by the public, our customers, or our stockholders should never be issued by FNB. All accounting records shall be compiled accurately, with the appropriate accounting entries properly classified when they are entered on the books. No payments on behalf of FNB shall be approved or any transaction made with the intention or understanding that part or all of such payment will be used for any purpose other than that described by the documents supporting it. No fund, asset, or liability of FNB shall, under any circumstances or for any purpose, be concealed or used for an unlawful or improper purpose. CORPORATE GOVERNANCE AND ETHICS It is the responsibility of all FNB employees to report any complaints or concerns regarding internal controls or questionable accounting or auditing matters to the Chairperson of the Audit Committee or another member of the Audit Committee who has been so designated. An employee may take this step when he or she feels and believes that management was or is non-responsive to their concerns and that concerns of this nature are serious enough to warrant a disclosure to the Audit Committee. The Audit Committee will provide procedures for reporting issues to it. Any FNB employee who reports matters of this kind to the Audit Committee will not be discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against by their supervisor, another employee(s), an FNB officer(s), or a member(s) of FNB's or FCCC's Board of Directors for having

complied with FCCC's Whistleblower Policy. (See FNB's Whistleblower Policy.) PROTECTION OF BANK PROPERTY The property of FNB includes not only the grounds, buildings, furnishings and operating supplies and machinery, but also encompasses all customer lists, files, and databases. FNB's products and services are the property of FNB and must be protected as such. Any effort and/or contribution made by FNB personnel while in the employ of FNB in terms of product, service or system development is recognized as, and will remain property of FNB. The providing of information to competitors or potential competitors concerning FNB property or interests is to be strictly avoided, and inquiries on the above should be reported to superiors if they persist. MONEY LAUNDERING AND TRANSACTION STRUCTURING FNB may unknowingly be used to launder money derived from criminal activity. The intention behind these types of transactions is to hide ownership of the funds from the government. FNB makes every effort to resist being associated with money laundering or any other type of criminal activity. Any FNB employee who knowingly and willfully launders money, or attempts or assists someone in laundering money is subject to substantial fines or imprisonment or both. Also, in accordance with the Bank Secrecy Act (BSA), any FNB employee who willfully structures a transaction, or attempts or assists someone in structuring a transaction to avoid the currency reporting requirements of BSA is subject to substantial fines and up to twenty (20) years imprisonment. FNB employees are prohibited from engaging in money laundering and/or transaction structuring. FNB's prosecution policy will apply in all cases. All FNB employees are required to immediately report all attempts to launder money, structure a transaction and/or all suspicious activities to the Bank Secrecy Act Officer. EMBEZZLEMENT, THEFT, AND MISAPPLICATION OF FUNDS FNB holds each FNB employee responsible for maintaining accurate and complete records. Anyone who embezzles, steals, or willfully misappropriates any monies, funds, or credits of FNB is subject to fine or imprisonment or both. FNB will prosecute and restitution will apply in all cases. OUTSIDE ACTIVITIES FNB employees' activities must not interfere or conflict with the interests of FNB. Acceptance of outside employment, outside speaking engagements, election to the board of directors of other organizations, representation of FNB customers in dealings with FNB, and participation in activities on behalf of outside organizations or in political activities represent potential conflicts of interest. Officers - For any active officer to engage in outside business related activity, petition must be made to and approval granted by the Office of the President. These activities include, but are not limited to: An officer or director of another corporation A member of a reorganization committee A member of a partnership The business of giving financial advice A member of a protective committee This advisement, as listed above, must be made whether the position is paid or unpaid, temporary or permanent in nature. Other Employees- The guidelines for officers are also applicable for all non-officer personnel. The acceptance of supplemental employment by FNB employees may be undertaken, but advisement of such employment must be made to superior officers to ensure no job interference or conflict. FNB encourages all officers and staff to engage in community activities of a non-profit nature, as long as overcommitment does not result in reduced job performance. Should any question arise about a specific activity, discuss the situation with your immediate supervisor.

Appropriate gainful employment outside the banking system is permissible, but discouraged. FNB employees should not engage in outside employment that interferes with the time and attention that must be devoted to their duties at FNB or adversely affects the quality of the work they perform. Outside employment should not compete or conflict with the activities of FNB; involve any use of company equipment, supplies, or facilities; imply FNB's sponsorship or support; or adversely affect FNB's reputation. FNB employees must disclose all outside employment to Senior Management. Approval must be obtained prior to engaging in any outside employment. FNB encourages employees to participate in worthwhile civic, social, educational and charitable organizations and activities. However, FNB employees must not act without Senior Management's approval in the following capacities: any signing capacity on any account of another, except a family member, held in FNB; an official of any organization, except for social, religious, philanthropic or civic organization, colleges or schools, neighborhood associations, clubs within FNB or trade or professional organizations associated with banking or business. COMPLIANCE WITH OTHER LAWS, RULES AND REGULATIONS FNB employees are expected to obey, and ensure that FNB obeys, all applicable laws, rules and regulations of the United States, the Commonwealth of Pennsylvania, and any other jurisdiction in which we conduct business. This is true even if your manager or anyone in management has directed otherwise. While you are not expected to know the full details of all of the laws, rules and regulations that you and FNB must adhere to, some examples of the types of laws that FNB is subject to include laws requiring FNB and its employees to: maintain a workplace that is free from discrimination or harassment based on race, gender, age, religion or other characteristic that is unrelated to FNB's interests or otherwise protected by law; comply with applicable environmental, health and safety standards; and support fair competition and laws prohibiting restraints of trade and other unfair trade practices. If a law, rule or regulation conflicts with a policy in this Code, you should comply with the law. If a local custom conflicts with this Code, you must comply with this Code. If you are unsure about the legal course of action, you should request guidance from your manager or other member of management. FAIR DEALING FNB seeks to outperform our competition fairly and honestly and seek competitive advantages through superior performance of the members of our team. Each FNB employee is expected to deal fairly with FNB's customers, suppliers, competitors and employees. Stealing proprietary information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. No FNB employee should take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. SOUND MANAGEMENT OF PERSONAL FINANCES FNB is recognized as a symbol of financial stability and reliability and has been in existence since 1863. The officers and employees of FNB convey this image to the community both as representatives of FNB and as individual citizens. Because of the nature of the banking business, your personal financial situation, if not handled properly, could sever ely compromise your credibility and that of FNB. Also, it could be construed that certain decisions and judgments that you make on behalf of FNB, could be influenced or swayed because of your own poor financial position. Officers will be called upon to complete certain financial disclosures on an annual basis. Also, officers and employees must adhere to credit policies as described in both the Employment Handbook and the Loan Policy Manual of FNB. The manner in which FNB employees manage their personal finances can affect on-the-job performance and FNB's image in the community. Therefore, FNB employees must avoid any circumstances that may lead to over

extension of credit or salary attachments or drawing checks against insufficient funds or other financially embarrassing situations. If an employee's checking account is overdrawn three times within six months, the free privilege may be withdrawn. FNB employees and their families should borrow only from financial institutions that regularly lend money. Borrowing may be done only on a normal basis with no favored treatment. FNB e mployees and their families may not borrow from customers and suppliers except those who engage in lending in the usual course of their business and then only on terms customarily offered to others under similar circumstances without special concessions as to interest rate, terms, security, repayment terms and penalties. EMPLOYMENT OF RELATIVES OR PERSONS HAVING CLOSE PERSONAL RELATIONSHIPS To minimize security risks and avoid conflicts of interest, immediate family members or other persons with whom an FNB employee has close personal relationships should not work in the same department, be placed in positions where one may supervise another, or be placed where one may be in a position of processing, tracking, monitoring or recording of transactions initiated by the family member. Exceptions to the policy must be approved by Senior Management. USE OF FNB PROPERTY AND PERSONNEL FOR PERSONAL PURPOSES Generally, FNB property and personnel shall not be used by any employee for personal purposes. Nevertheless, FNB recognizes that there are situations where such use may not be inconsistent with the best interests of FNB and accordingly such use may be authorized by appropriate FNB officers or the Board of Directors. Specifically, should any use of FNB property or personnel other than for FNB business be contemplated, unless approved by the Board of Directors, approval should be obtained from FNB's Compliance Officer. COMPLIANCE WITH ALL POLICIES In addition to the policies and procedures described in this Code of Conduct (Ethics), as a general matter, it is incumbent upon all directors, officers and other employees to comply with all of FNB's policies, and to report any circumstance of non-compliance to his or her supervisor or to the Compliance Officer. DISCLOSURE AND RECORDKEEPING Generally, there should be no waivers to this Code of Conduct, however, in rare circumstances conflicts may arise that necessitate waivers. If an FNB employee believes he/she will be in violation of this Code of Conduct, the employee must disclose the facts of the situation to his or her supervisor or other appropriate FNB officer. Failure to do so is a separate breach of this Code. Any supervisor or officer receiving such disclosure will forward it to the President and Senior Human Resources Officer of FNB to be reviewed by the Executive Officers of FNB as a committee. Approval of any waiver of this Code for an executive officer of FNB or FCCC must be approved by the Board of Directors of FCCC, or by an independent committee of such Board as may be designated by the Board to review such matters. Such waivers may be required to be reported promptly in FCCC's SEC filings. Disclosure should always be in writing and a written response to the employee should be given by Senior Management. A file of disclosures and responses should be maintained by FNB. ACKNOWLEDGMENT All new employees of FNB and any of its affiliates will be required to sign a statement that he or she has read this Code of Conduct and understands its provisions and agrees to abide by them. On an annual basis, all employees of FNB and its affiliates will be required to read, agree to and acknowledge (with their signature) this Code of Conduct (Ethics) policy. CODE OF CONDUCT VIOLATIONS Any employee of FNB or any of its affiliates who violates any section of this Code of Conduct is subject to disciplinary action up to and including termination.

Suspicions of Code of Conduct violations and/or other criminal activity or business abuses should be reported immediately to one's supervisor or other officer of FNB or FCCC. Should you have any questions on any statement(s) made in this Code, contact your immediate superior at once for clarification. EMPLOYEE ACKNOWLEDGEMENT (To be signed by officers and other employees of FNB, FCCC and any of their affiliates or subsidiaries.) I acknowledge that I have read and agree to abide by the Code of Conduct (Ethics) of First Chester County Corporation and First National Bank of Chester County. Employee Signature Date

Exhibit 23. Consent of Independent Registered Public Accounting Firm We have issued our report dated March 9, 2007, accompanying the consolidated financial statements included in the 2006 Annual Report of First Chester County Corporation and its subsidiaries on Form 10-K, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting as of December 31, 2006. We hereby consent to the incorporation by reference of said reports in the Registration Statements of First Chester County Corporation on Forms S-8 (File No. 333128500, effective September 22, 2005, File No. 33309241, effective July 31, 1996, File No. 33315733, effective November 7, 1996, File No. 33333411, effective August 12, 1997, File No. 33369315, effective December 21, 1998, and File No. 333107763 effective date August 8, 2003) and Forms S-3 (File No. 33333175, effective August 8, 1997 and File No. 333107739 effective date August 7, 2003).
/s/Grant Thornton LLP Philadelphia, Pennsylvania March 9, 2007

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Exhibit 31.1 CERTIFICATION I, John A. Featherman, III, Chief Executive Officer of the Corporation, certify that: 1. I have reviewed this annual report on Form 10-K for the period ending December 31, 2006 of First Chester County Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 15, 2007
/s/ John A. Featherman, III --------------------------John A. Featherman, III Chief Executive Officer

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Exhibit 31.2 CERTIFICATION I, Kevin C. Quinn, President of the Corporation, certify that: 1. I have reviewed this annual report on Form 10-K for the period ending December 31, 2006 of First Chester County Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 15, 2007
/s/ Kevin C. Quinn -----------------Kevin C. Quinn President

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Exhibit 31.3 CERTIFICATION I, John Balzarini, Treasurer and Chief Financial Officer of the Corporation, certify that: 1. I have reviewed this annual report on Form 10-K for the period ending December 31, 2006 of First Chester County Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 15, 2007
/s/ John Balzarini -----------------John Balzarini Treasurer and Chief Financial Officer

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EXHIBIT 32.1 FIRST CHESTER COUNTY CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Chester County Corporation (the "Company") on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John A. Featherman, III, Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 15, 2007 /s/John A. Featherman III ------------------------John A. Featherman, III Chief Executive Officer and Chairman of the Board

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EXHIBIT 32.2 FIRST CHESTER COUNTY CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Chester County Corporation (the "Company") on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin C. Quinn, President of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 15, 2007 /s/ Kevin C. Quinn -----------------Kevin C. Quinn President

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EXHIBIT 32.3 FIRST CHESTER COUNTY CORPORATION CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of First Chester County Corporation (the "Company") on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Balzarini, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 15, 2007 /s/ John Balzarini -----------------John Balzarini Treasurer and Chief Financial Officer (Principal Accounting and Financial Officer)

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