Exhibit 10.10
AMENDMENT TO CHANGE OF CONTROL
AGREEMENT
THIS AMENDMENT (the
“Amendment”) is made as of December 30, 2008, by
and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned
subsidiary of First Chester County Corporation, and a national
banking association (the “Bank”“) and Karen D.
Walter (“Executive”).
BACKGROUND
WHEREAS, the Bank and Executive
entered into an agreement, dated as of
May 6, 2005 (the “Change of Control Agreement”)
under which Executive is entitled to certain payments and benefits
in connection with Executive’s termination of employment from
the Bank in certain circumstances
(“Severance”);
WHEREAS, it is in the best interests
of Executive and the Bank to amend the Change of Control Agreement
to comply with final regulations issued by the Internal Revenue
Service under Section 409A of the Internal Revenue Code of
1986, as amended, (the “Code”) in order for Executive
to avoid the adverse tax consequences that would arise from a
failure to comply with Code Section 409A, including the
accelerated recognition of income by Executive and an imposition of
an additional 20% excise tax on Severance payable to Executive
under the Change of Control Agreement;
NOW, THEREFORE, in consideration of
the premises and mutual covenants and agreem
