AMENDMENT TO FIRST CHESTER COUNTY CORPORATION EXECUTIVE INCENTIVE PLAN

Exhibit 10.31

AMENDMENT TO

FIRST CHESTER COUNTY CORPORATION

EXECUTIVE INCENTIVE PLAN

Pursuant to the authority reserved to the Board of Directors of First Chester County Corporation under Section 7.1 of the First Chester County Corporation Executive Incentive Plan (the “Plan”), the Plan is hereby amended as of this 10th day of December, 2008 as follows:

FIRST AND ONLY CHANGE

The Plan is hereby amended to add the following new Article 8 to the end thereof:

“ARTICLE VIII—Limitations and Restrictions

8.1           Notwithstanding any provision of this Plan to the contrary, in the event that the Corporation or any of its subsidiaries participates in the Capital Purchase Program established by the U. S. Treasury pursuant to the Emergency Economic Stabilization Act of 2008 (the “CPP”), the benefits and payments otherwise due a Participant under this Plan shall be restricted, modified or eliminated as is necessary to satisfy the requirements of 31 CFR Part 30 or such other