Exhibit 10.12

AGREEMENT

THIS AGREEMENT ("Agreement") made as of the 1st day of July, 2004, by and between FIRST PENN BANK, a Pennsylvania-chartered commercial bank (the
"Bank"), and[FRANK]BORELLI, an individual (the "Executive").

WITNESSETH

WHEREAS, the Bank and the Executive desire to enter into an agreement regarding, among other things, the employment of the Executive by the Bank, all as
hereinafter set forth.

AGREEMENT:

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Employment.The Bank hereby employs the Executive, and the Executive hereby accepts employment with the Bank,
on the terms and conditions set forth in this Agreement.

2.Duties of Executive.The Executive shall perform and discharge well and faithfully such duties as an
executive officer of the Bank as may be assigned to the Executive from time to time by the Board of Directors of the Bank (the "Board") and which are consistent with his title(s). The Executive shall
be employed as Chief Operating Officer of the Bank and shall hold such other titles as may be given to him from time to time by the Board. In such capacity(ies), he shall report directly and solely to
the Audit Committee of the Board.

3.Term of Employment.The Executive's employment under this Agreement shall be for a period (the "Employment
Period") commencing upon the date of this Agreement and ending at the end of the term of this Agreement pursuant to Section 14, unless his employment is sooner terminated in accordance with
Section 5 or one of the following provisions:



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4.Employment Period Compensation.



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5.Resignation of the Executive for Good Reason.



6.Rights in Event of Termination of Employment.Except as otherwise provided herein, in the event that the
Executive resigns from employment for Good Reason by delivery of a Notice of Termination to the Bank or the Executive's employment is terminated by the Bank without Cause pursuant to
Section 3(b) (and so long as the Executive is not terminated pursuant to Section 3(c) or (d)), the Executive shall be entitled to receive the amounts and benefits set forth in this
Section 6 in lieu of Section 4.



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7.Arbitration.The Bank and the Executive recognize that in the event a dispute should arise between them
concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time.
Consequently, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement are to be submitted for resolution to the American Arbitration Association
("Association") in Philadelphia, Pennsylvania. The Bank or the Executive may initiate an arbitration proceeding at any time by giving notice to the others in accordance with the relevant rules of the
Association. The Association shall designate a single arbitrator to conduct the proceeding, but the Bank and the Executive may, as a matter of right, require the substitution of a different arbitrator
chosen by the Association. Each such right of substitution may be exercised only once. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of
Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be
final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Bank and the Executive shall be entitled to an
injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement.

8.Legal Expenses.If the Executive obtains a judgment or settlement which enforces a right or benefit under
this Agreement, the Bank shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in good faith in connection with the entire dispute.

9.Notices.Any notice required or permitted to be given under this Agreement shall, to be effective hereunder,
(a) be given to the Bank, in the case of notices given by the Executive, and (b) be given by the Bank, in the case of notices given to the Executive. Any such notice shall be deemed
properly given if in writing and if mailed by express, registered or certified mail, postage prepaid with return receipt requested, to the last known residence of the Executive, in the case of notices
to the Executive, and to the principal executive office of the Bank, in the case of notices to the Bank.

10.Waiver.No provision of this Agreement may be modified, waived, or discharged unless such waiver,
modification, or discharge is agreed to in writing and signed by the Executive and a duly authorized executive officer of the Bank. No waiver by any party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.

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11.Assignment.This Agreement shall not be assignable by any party hereto, except by the Bank to any successor
in interest to the business of the Bank.

12.Entire Agreement.This Agreement contains the entire agreement of the parties relating to the subject matter
of this Agreement and supersedes any prior agreement of the parties.

13.Successors, Binding Agreement.



14.Termination.



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15.Indemnification of Executive.



16.Severability.The invalidity or unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

17.Applicable Law.This Agreement shall be governed by and construed in accordance with the domestic internal
laws (but not the law of conflict of laws) of the Commonwealth of Pennsylvania.

18.Headings.The headings of the several sections and subsections of this Agreement are for convenience only
and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

19.Effective Date.This Agreement shall become effective immediately upon its execution and delivery by the
parties hereto.

20.Tax Withholding.All payments made and benefits provided hereunder shall be subject to such federal, state
and local tax withholding as may be required by law.

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

| |  | FIRST PENN BANK
| |  | ---------------
| |  | By             
| |  |                

| |  | Attest: |  |                   
| |  | ------- |  | ------------------
| |  |         |  | Secretary
("Bank")

|Witness: |  |                
|-------- |  | ---------------
|         |  |                
|         |  | [Frank] Borelli
|         |  | ("Executive")  

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