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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,
howev
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