EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

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This Employee Retention Agreement involves

FIRST CHESTER COUNTY CORPORATION | FIRST NATIONAL BANK OF CHESTER COUNTY

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Pennsylvania Date: 8/11/2008
Industry: BANKRG Law Firm: Saul Ewing Sector: FINANC

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EXECUTIVE EMPLOYMENT AGREEMENT

FIRST CHESTER COUNTY CORPORATION

THE FIRST NATIONAL BANK OF CHESTER COUNTY

and

KEVIN C. QUINN

TABLE OF CONTENTS

Page

1.	Employment	............................................................................................	2

2.	Term	............................................................................................	2

3.	Compensation	............................................................................................	2

4.	Position and Responsibilities	............................................................................................	3

5.	Termination	............................................................................................	4

6.	Indemnification	............................................................................................	8

7.	Expenses and Automobile	............................................................................................	8

8.	Restrictive Covenant	............................................................................................	9

9.	Binding Effect	............................................................................................	10

10.	Notice	............................................................................................	11

11.	Waiver of Breach	............................................................................................	11

12.	Vested Benefits	..............................................	11

13.	Savings Clause	..............................................	11

14.	Governing Law	..............................................	12

15.	Entire Agreement; Modification	..............................................	12

EXHIBIT A

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made this 27th day of June, 2008, by and between FIRST CHESTER COUNTY CORPORATION, a Pennsylvania business corporation, and THE FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as Corporation and Bank respectively, and collectively referred to as FNB) and KEVIN C. QUINN, of West Chester, Pennsylvania (hereinafter referred to as Quinn).

Quinn is the President of the Corporation and the Bank and a member of the Boards of Directors of the Corporation and the Bank and has served as Executive Vice President, Financial Management Services Division of the Corporation continuously since January 1, 1998 and has served as an executive employee of the Bank continuously since November 7, 1983; and Quinns leadership skills and services have constituted a major factor in the successful growth and development of FNB.

FNB desires to employ and retain the experience and financial ability and services of Quinn as President from the effective date hereof and to prevent any other business in competition with FNB from securing the benefit of his services, background and expertise in the banking business.

The terms, conditions and undertakings of this Agreement were submitted to and duly approved and authorized by the Boards of Directors of both the Corporation and the Bank at separate meetings.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated by reference, and intending to be legally bound hereby, the parties hereto agree as follows:

Employment

FNB hereby employs Quinn as the President of the Corporation and the Bank, and Quinn hereby accepts such employment, under and subject to the terms and conditions hereinafter set forth.

Term

Subject to the provisions for termination of this Agreement provided in Paragraph 6 hereof,

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