EXECUTIVE EMPLOYMENT AGREEMENT

TABLE OF CONTENTS

i

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT made this 18th day of September, 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 ANNA RUTH SMITH, of 464 Lancer Drive, Columbia, Pennsylvania 17512 (hereinafter referred to as “Smith”).

Reference is made to that certain Agreement and Plan of Merger, dated of even date herewith by and among, the Corporation, the Bank and American Home Bank, National Association (“AHB”) (the “Merger Agreement”).  Capitalized terms that are not defined herein have the meanings given to them in the Merger Agreement.

This Agreement is being executed as an inducement to the Corporation and Bank to enter into and to perform their respective obligations under the Merger Agreement and as a condition to the Corporation’s and the Bank’s obligations under the Merger Agreement.

Smith is currently the President and Chief Operating Officer of AHB.  Upon consummation of the transactions contemplated by the Merger Agreement, and pursuant to the terms thereof, Smith is to become the President of the American Home Bank Division of FNB (the “AHB Division”).

Smith’s leadership skills and services have constituted a major factor in the successful growth and development of AHB.

FNB desires to employ and retain the experience and financial ability and services of Smith as President of the AHB Division from the effective date hereof and to prevent any

other business in competition with FNB from securing the benefit of her 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.

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:

1.                                     Employment

Upon consummation of the transactions contemplated by the Merger Agreement, FNB will employ Smith as the President of the AHB Division, and Smith hereby accepts such employment, under and subject to the terms and conditions hereinafter set forth.  The “Effective Date” of the transactions contemplated by the Merger Agreement and as defined therein is also referred to herein as the “Employment Commencement Date.”

2.                                     Term

Subject to the provisions for termination of this Agreement provided in Paragraph 5 hereof, the term of this Agreement shall be for a period commencing the Effective Date and ending at 11:59 p.m. on December 31, 2010 (the “Term”).  On January 1, 2010 and on each succeeding January 1, the Term shall be extended automatically for one year, unless either of the following two conditions is met:  (a) FNB or Smith give written termination notice pursuant to Section 5 hereof, or (b) FNB or Smith agree to a mutually acceptable date on which to terminate this Agreement.

3.                                     Compensation

During the Term of this Agreement, FNB shall pay Smith a salary (hereinafter referred to as “Compensation”) and provide Smith with life, health and disability insurance

2

coverage, retirement (qualified and nonqualified) benefits, vacations, bonuses, and other benefits (hereinafter collectively referred to as the “Benefits”), the amounts and nature of which shall be fixed by the Boards of Directors of the Corporation and the Bank from time to time and set forth on the attached Exhibit “A”; provided, however, that in no event shall Smith’s Compensation be less than one hundred percent (100%) of the Compensation set forth on Exhibit “A”, and in no event shall Smith’s Benefits be less than or materially different from the Benefits she is to receive as of the date of this Agreement.

4.                                     Position and Responsibilities

(a)                                   Position and Duties .  Smith will be employed as the President of the AHB Division, reporting to the Managing Director of the AHB Division, and, except as set forth in Section 5 hereof, will continue to serve as the President of the AHB Division throughout the entire Term.  In no event shall Smith be employed by the Corporation or the Bank during any calendar year subsequent to 2008 at a lower position or rank and any such diminution in position or authority shall be considered a breach of this Agreement by FNB, which breach FNB shall be provided an opportunity to cure within thirty (30) days upon notice to FNB by Smith.  Smith shall devote her full time and efforts solely to the business of FNB and the AHB Division and shall diligently, efficiently and effectively perform such duties as shall be assigned to her, which shall consist of the general and active management of the business of the AHB Division and such other duties of supervision and management as are generally vested in the office of the President of a major division or as are directed or otherwise set forth in job descriptions established by the Boards of Directors of the Corporation or the Bank for such offices.  Unless otherwise directed by the Board of Directors of the Corporation or the Bank, the Chief Executive Officer of the Corporation or the Bank, the President of the Corporation or the Bank, or the Managing Director of the AHB Division, Smith shall have overall responsibility for the management, profitability

3

and performance of the AHB Division which includes, without limitation, responsibility for ensuring the safety and soundness of FNB to the extent impacted by the AHB Division.  Smith shall at all times during the Term of this Agreement refrain from doing any act, disclosing any information or making any statements to any person other than officers of FNB which may result in the disclosure of confidential information or adversely affect the good reputation of FNB in the community or which might adversely affect the professional or business relationship between FNB and any business, depositor, borrower or any other person with whom FNB is doing business or is contemplating doing business.

(b)                                  Office and Support .  FNB shall provide Smith with an office, secretarial assistance and such other facilities and support services as shall be suitable to Smith’s position and responsibilities as set forth above and as may be necessary to enable Smith to perform such duties effectively and efficiently.

(c)                                   Location of Office .  In connection with Smith’s employment by the Corporation and the Bank, Smith shall maintain her office at 3840 Hempland Road, Mountville, Pennsylvania, or at such other office as the Board of Directors of the Corporation or the Bank may select within the immediate vicinity of Mountville, Pennsylvania.

5.                                     Termination

(a)                                   Death .  If Smith dies during her employment hereunder, her Compensation and Benefits hereunder shall terminate, and her bonus (if any) shall be prorated as of the last day of the third month after the month in which she dies.

(b)                                  Disability .  If Smith shall become disabled (as determined by FNB’s insurance carrier or a physician of its choice) during the Term, then from and after the date upon which it is determined that Smith became disabled and until such time as Smith returns to the full time employment at FNB, she shall not receive her Compensation and Benefits, but shall only be

4

entitled to receive disability benefits as are provided under the disability insurance and/or salary continuation policy covering Smith which is maintained in force by FNB at the time such disability occurs.  FNB shall maintain a disability insurance policy or salary continuation policy covering Smith during the entire Term, and FNB shall not cause or suffer any termination, lapse, suspension or modification of any of such policies or any reductions in the amounts of coverage provided thereunder without first giving Smith at least thirty (30) days prior written notice thereof.

(c)                                   For Cause .  The Board of Directors of the Corporation or the Bank may terminate this Agreement at any time if Smith is convicted of a crime which is a felony or misdemeanor and that involves fraud, dishonesty or moral turpitude, or if she breaches any material provision of this Agreement or substantially fails to provide the services which are required of her under the terms of this Agreement.  However, prior to terminating this Agreement by reason of Smith’s failure to provide services hereunder or her breach of any provision of this Agreement, the Board of Directors of the Corporation or the Bank shall first give Smith written notice specifically identifying the manner in which Smith has breached the terms of this Agreement and the approximate date or dates on which such violations have occurred. Smith shall have thirty (30) days from her receipt of such notice within which to cure or correct the effects of such breach and to report in writing to the Boards of Directors of the Corporation and the Bank all steps which she has taken to cure such breach.  If Smith shall not have corrected or cured such breach or diligently taken all steps which are necessary to do so within the aforesaid thirty (30) day period, the Board of Directors of the Corporation or the Bank may terminate this Agreement immediately, upon giving Smith written notice of such termination on or after the 31st day following the date on which notice of the breach was

5

delivered to Smith.  If the breach asserted by the Board of Directors of the Corporation or the Bank is, because of its nat