EMPLOYMENT AGREEMENT
                              --------------------

                                       FOR

                              ALBERT S. RANDA, CPA
                              --------------------

THIS AGREEMENT is made as of the 30 day of June, 2001, between Chester Valley
Bancorp Inc., a Pennsylvania corporation (the "Company"), First Financial Bank,
a Pennsylvania-chartered permanent reserve fund stock savings association which
has its principal office in Downingtown, Pennsylvania (the "Bank") and which is
the wholly owned subsidiary of the Company (collectively the "Employer"), and
Albert S. Randa (the "Employee").

WITNESSETH:
-----------

A. The Employer desires to employ and retain the services of Employee as its
Chief Financial Officer.

B. The Employee accepts the position of Chief Financial Officer in accordance
with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants herein set forth,
Employer and Employee do hereby agree as follows:

I.  TERM OF EMPLOYMENT
    ------------------

1.1 Employer hereby employs Employee as the Chief Financial Officer as
hereinafter provided, and Employee hereby accepts said employment and agrees to
render such services to Employer on the terms and conditions set forth in this
Agreement for a term of three (3) years commencing the date hereof unless
further extended or sooner terminated in accordance with the terms and
conditions hereinafter set forth. The Employer's fiscal year currently ends on
June 30 of each calendar year. Employer and Employee have the right to amend the
term of this Agreement to coincide with the Employer's fiscal year and shall
consider such an amendment in June 2002; provided, however, that such amendment
shall not provide for a term of less than three years from June 30, 2001.

(a) During the term of this Agreement, Employee agrees to perform such duties as
are customarily performed by one holding the position of chief financial officer
of a bank, savings and loan and/or a financial institution holding company.

(b) On June 30, 2002 date of the first anniversary of this Agreement and on each
annual anniversary date thereafter ("Annual Anniversary Date"), the term of
employment under this Agreement shall be renewed automatically for a term of
three (3) years commencing on the Annual Anniversary Date, unless either
Employer or Employee gives contrary written notice to the other not less than 45
days in advance of the Annual Anniversary Date. In the event either Employer or
Employee provide such written notice, then the term hereof shall not be
extended, but the current three (3) year term then in effect shall continue for
the remaining two (2) years of its term. References herein to the term of this
Agreement shall refer both to the initial term and successive terms.

1.2 During the term of this Agreement, Employee shall perform such services for
Employer as may be consistent with his title and from time to time be assigned
to him by the Employer's Boards of Directors or the Chief Executive Officer.

1.3 During the term of this Agreement, Employee shall devote his best efforts,
and his full time effort to the affairs and business of the Employer.

1.4 The services of Employee shall be rendered principally in Downingtown,
Pennsylvania but he shall do such traveling on behalf of the Employer as may be
reasonably required.

<PAGE>


II. COMPETITIVE ACTIVITIES
    ----------------------

2.1 Employee agrees and acknowledges that by virtue of his employment hereunder,
he will maintain an intimate knowledge of the activities and affairs of
Employer, including trade secrets, plans, business plans, strategies,
projections, market studies, customer information, employee records and other
internal proprietary and confidential information and matters (collectively
"Confidential Information"). As a result, and also because of the special,
unique, and extraordinary services that Employee is capable of performing for
Employer or one of its competitors, employee recognizes that the services to be
rendered by him hereunder are of a character giving them a peculiar value, the
loss of which cannot be adequately or reasonably compensated for by damages.

2.2 Except for the purpose of carrying out his duties hereunder, Employee will
not remove or retain, or make copies or reproductions of any figures, documents,
records, discs, computer records, calculations, letters, papers, or recorded or
documented information of any type or description relating to the business of
Employer. Employee agrees that he will not divulge to others any information
(whether or not documented or recorded) or data acquired by him while in
Employer's employ relating to inventions, methods, processes, or other trade
secrets or other Confidential Information.

2.3 Employee agrees that Employer is, and shall be, the sole and exclusive owner
of all improvements, ideas, and suggestions, whether or not subject to patent or
trademark protection, and all copyrightable materials which are conceived by
Employee during his employment, which relate to the business of Employer, which
are confidential, and which are not readily ascertainable from persons or other
sources outside the Bank or the Company.

2.4 Unless the Employee's employment is terminated in connection with a Change
in Control, as defined below, then for a period of one (1) year after the
termination of employment, Employee shall not, directly or indirectly, solicit,
induce, encourage or attempt to influence any client, customer, or employee of
the Employer to cease to do business with, or to terminate any employee's
employment with, the Employer. Employee shall not be subject to any of the
limitations set forth in the preceding sentence if Employee's employment is
terminated in connection with a Change in Control.

2.5 Employee agrees that during the term of his employment hereunder, except
with the express consent of Employer, he will not, directly or indirectly,
engage or participate in, become a director of, or render advisory or other
services for, or in connection with, or become interested in, or make any
financial investment in any firm, corporation, business entity or business
enterprise competitive with or to any business of Employer; provided, however,
that Employee shall not thereby be precluded or prohibited from owning passive
investments, including investments in the securities of other financial
institutions, so long as such ownership does not require him to devote
substantial time to management or control of the business or activities in which
he has invested. Notwithstanding anything to the contrary contained in this
Agreement, during the term of this Agreement, Employee shall have no employment
contract or other written or oral agreement concerning employment as an officer
of a savings bank or any other financial institution or financial institution
holding company nor with any other entity or person other than the Bank or the
Company.

2.6 Employer shall be entitled to immediate injunctive or other equitable relief
to restrain Employee from failing to comply with any obligation hereunder
hereunder or from rendering his services to others than Employer, in addition to
any other remedies to which Employer may be entitled under law. The right to
such injunctive or other equitable relief shall survive the termination by
Employer of Employee's employment.

2.7 Employee acknowledges that the restrictions contained in this Article II are
reasonable and necessary to protect the legitimate interests of the Employer and
that any violation thereof would result in irreparable injuries to the Employer.
Employee acknowledges that, in the event of the Employee's violation of any of
these restrictions, the Employer is entitled to obtain from any court of
competent jurisdiction, preliminary and permanent injunctive relief as well as
damages, and an equitable accounting of any earnings, profits and other benefits
arising from such violation, which rights shall be cumulative and in addition to
any other rights or remedies to which the Employer may be entitled. The Employee
further acknowledges that the provisions of ss.ss.2.1, 2.2, and 2.3 remain in
full force and effect beyond the termination of Employee's employment for any
reason, including but not limited to termination under the Change in Control
provisions below.

                                       2

<PAGE>


III. COMPENSATION
     ------------

3.1  Employer will compensate and pay Employee for Employee's services during
the term of the Agreement at a minimum base salary of $110,000 per year from
July 1, 2001 through June 30, 2004.

3.2  Employer and Employee may agree to increases in the annual rate of salary
from time to time, which increases thereafter shall constitute part of
Employee's base salary for purposes of this Agreement; provided, however, that
any bonuses awarded Employee by Employer from time to time shall not constitute
part of Employee's base salary for purposes of this Agreement.

3.3  Employee is entitled to a bonus each year based on his performance in
completing reasonable agreed upon goals established by the CEO.

3.4  Employee shall participate in such incentive/bonus programs and plans as
the Employer may have in place from time to time.

3.5  Employer will grant Employee from time to time at the discretion of the
employer, shares of stock in the Company, at a price equal to the fair market
value of a share on the date of grant, pursuant to the Company's stock option
plan, as it may be revised and supplemented from time to time, such option to be
immediately and fully vested and exercisable, and, to the extent permissible
under the terms of such stock option plan and applicable law, characterized as
an "incentive stock option" as that term is used for the purpose of Code Section
422, and otherwise characterized as not constituting an incentive stock option.

IV.  PARTICIPATION IN RETIREMENT AND MEDICAL PLANS. LIFE

INSURANCE AND DISABILITY
------------------------

4.1  Employee shall be entitled to participate in and receive the benefits of
any plans of Employer relating to pension, profit-sharing or other retirement
benefits and medical coverage that the Employer may provide for the benefit of
its employees.

4.2  Subject to the provisions of Section 7.8 hereof, in the event of disability
of Employee (whether temporary or permanent) to render services hereunder during
the term of the Agreement, and so long as such disability continues, Employee
shall, subject to Sections 7.2 and 7.3 hereof, continue to receive Employee's
full compensation for a period not to exceed the remaining term of the
Agreement.

4.3  There shall be deducted from the amounts paid to Employee hereunder during
any period of disability, as described in Section 4.2 hereof, any amounts
actually paid to Employee pursuant to any disability insurance or other similar
such program which Employer has instituted or may institute on behalf of its
employees for the purpose of compensating employees in the event of disability.

4.4  For purposes of this Agreement, Employee shall be deemed disabled or
incapacitated if Employee, due to physical or mental illness or incapacity,
shall have been absent from his duties with Employer on a full-time basis for
three consecutive months; provided, that, if Employee shall not agree with a
determination to terminate him because of disability or incapacity, the question
of Employee's ability shall be submitted to an impartial and reputable physician
selected by the parties hereto and such physician's determination on the
question of disability or incapacity shall be binding.

V.   ADDITIONAL COMPENSATION AND BENEFITS
     ------------------------------------

5.1  During the term of this Agreement, Employee will be entitled to participate
in and receive the benefits of any stock option, stock ownership,'
profit-sharing, or other plans, benefits and privileges given to employees and
executives of Employer or its subsidiaries and affiliates which may come into
existence hereafter, to the extent commensurate with his then duties and
responsibilities, as fixed by Employer's CEO or Board of Directors or any
committee of such Board or of Employer selected for such purpose; and, to the
extent Employee is otherwise eligible and qualifies, to so participate in and
receive such benefits or privileges. Employer shall not make any changes in such
plans, benefits or privileges which would adversely affect Employee's rights or
benefits thereunder, unless such change occurs pursuant to a program applicable
to all executive officers (vice president or above) of

                                       3



<PAGE>


Employer and does not result in a proportionately greater adverse change in the
rights of or benefits to Employee as compared with any other executive officer
of Employer. Nothing paid to Employee under any plan or arrangement presently in
effect or made available in the future shall be deemed to be in lieu of the
salary payable to Employee pursuant to Section 3.1 hereof.


VI.  EXPENSES

6.1  Employer shall reimburse Employee or otherwise provide for or pay for all
reasonable expenses incurred by Employee in furtherance or in connection with
the business of Employer including, but not by way of limitation, traveling
expenses, and all reasonable entertainment expenses subject to such reasonable
limitations as may be established by Employer's Boards of Directors. If such
expenses are paid in the first instance by Employee, Employer will reimburse
Employee therefore.

TERMINATION
-----------

7.1  Employer shall have the right, at any time upon prior written Notice of
Termination satisfying the requirements of Section 7.10(c) hereunder, to
terminate Employee's employment hereunder, including termination for just cause.
For the purpose of this Agreement, "termination for just cause" shall mean
termination for personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses), willful
violation of a final cease-and-desist order, willful or intentional breach or
neglect by Employee of his duties hereunder, persistent negligence or misconduct
in the performance of such duties or material breach of any provision of this
Agreement.

7.2  In the event Employee is terminated for just cause pursuant to Section 7.1
hereof, Employee shall have no right to compensation or other benefits for any
period after such date of termination. If Employee is terminated by Employer
other than for just cause pursuant to Section 7.1 hereof and other than in
connection with a Change in Control of the Bank or the Company, as defined
herein, Employee's right to compensation and other benefits under this Agreement
shall be as set forth in Section 7.10(e) hereof. In the event Employee is
terminated by Employer other than for just cause pursuant to Section 7.1 hereof,
but in connection with a Change in Control of the Bank or the Company, as
defined herein, Employee's right to compensation and other benefits under this
Agreement shall be as set forth in Section 7.10(d) hereof.

7.3  Employee shall have the right, upon prior written Notice of Termination of
not less than thirty (30) days satisfying the requirements of Section 7.10(c)
hereof, to terminate her employment hereunder, but in such event, Employee shall
have no right after the date of termination to compensation or other benefits as
provided in this Agreement, unless such termination is for good reason, as,
defined, pursuant to Section 7.10(a) hereof. If Employee provides a Notice of
Termination for good reason, as defined, the date of termination shall be the
date on which a Notice of Termination is given.

7.4  If Employee is suspended from office and/or temporarily prohibited from
participating in the conduct of Employer's affairs pursuant to notice served
under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit Insurance Act
("FDIA") (12 U.S.C. ss.ss.1818(e)(3) and 1818(g)(1)), or by notice served by the
Department of Banking of the Commonwealth of Pennsylvania ("Department"),
Employer's obligations under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, Employer may, in its discretion: (i) pay Employee all or part of
the compensation withheld while its obligations under this Agreement were
suspended, and (ii) reinstate (in whole or in part) any of its obligations which
were suspended.

7.5  If Employee is removed from office and/or permanently prohibited from
participating in the conduct of Employer's affairs by an order issued under
Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C. ss.ss.1818(e)(4) and
(g)(1)), or by an order issued by the Department, all obligations of Employer
under this Agreement shall terminate as of the effective date of the order, but
vested rights of Employee and Employer as of the date of termination shall not
be affected.

                                       4

<PAGE>


7.6 All obligations under this Agreement may be terminated pursuant to 12 C.F.R.
ss.563.39(b)(5) (except to the extent that it is determined that continuation of
the Agreement for the continued operation of the Bank is necessary): (i) by the
Director of the Office of Thrift Supervision ("OTS"), or his/her designee, at
the time the Federal Deposit Insurance Corporation ("FDIC") or Resolution Trust
Corporation ("RTC") enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 13(c) of the FDIA
(12 U.S.C. ss.1823(c)); OR (ii) by the Director of the OTS, or his/her designee,
at the time the Director or his/her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the OTS to be in an unsafe or unsound condition, but vested
rights of Employee and Employer as of the date of termination shall not be
affected.

7.7 If the Bank is in default, as defined in Section 3(x)(1) of the FDIA (12
U.S.C. ss.1813(x)(1)) to mean an adjudication or other official determination by
any court of competent jurisdiction, the appropriate federal banking agency or
other public authority pursuant to which a conservator, receiver or other legal
custodian is appointed for the Bank, all obligations under this Agreement shall
terminate as of the date of default, but vested rights of Employee and Employer
as of the date of termination shall be not affected.

7.8 This Agreement shall be terminated upon the death of Employee during the
term of this Agreement; provided that, if Employee has heirs, the estate of
Employee shall be entitled to receive payment in an amount equal to one- half of
Employee's total yearly compensation, at the date of death, as calculated in
accordance with Article III. Unless alternative arrangements are made by
Employer and the legal representative of Employee's estate, such payment shall
be divided into six equal installments with the first installment due and
payable within 30 days of Employee's death and the remaining installments due
monthly thereafter.

7.9 In the event that Employee is improperly terminated pursuant to the
provisions of Section 7.1, as determined by a court of competent jurisdiction,
Employee shall be entitled to reimbursement for all reasonable costs, including
attorney's fees in challenging such termination. Such reimbursement shall be in
addition to all rights to which Employee is otherwise entitled under this
Agreement.

7.10 (a) Employee may terminate his employment hereunder for good reason. For
purposes of this Agreement, "good reason" shall mean (i) a Change in Control of
either the Company or the Bank (as defined herein); (ii) a failure by Employer
to comply with any material provision of this Agreement, which failure has not
been cured within ten (10) days after a notice of such noncompliance has been
given by Employee to Employer; (iii) subsequent to a Change in Control of the
Company or the Bank and without Employee's express written consent (a written
employment agreement or a supplement or restatement of this Employment Agreement
following a change in control shall be deemed to be consent) any of the
following shall occur within one (1) year from the Change in Control: the
assignment to Employee of any duties inconsistent with Employee's positions,
duties, responsibilities and status with Employer immediately prior to a Change
in Control of the Company or the Bank; a change in Employee's reporting
responsibilities, titles or offices as in effect immediately prior to a Change
in Control of the Company or the Bank; any removal of Employee from, or any
failure to re-elect Employee to, any of such positions, except in connection
with a termination of employment for just cause, disability, death or retirement
pursuant to Sections 7.1 or 7.5 hereof; or (iv) any purported termination of
Employee's employment which is not effected pursuant to a Notice of Termination
satisfying the requirements of Section 7.10(c) hereof (and for purposes of this
Agreement no such purported termination shall be effective).

(b) For purposes of this Agreement, a "Change in Control" of the Company or the
Bank shall be deemed to have occurred if (A) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first
written above), other than the Company or any "person" who on the date hereof is
not a director or officer of the Company or Bank, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company or the Bank (excluding the Company's
ownership in the Bank) representing 67% or more of the combined voting power of
the Company's or the Bank's then outstanding securities, or (B) the Company
shall cease to be a publicly owned corporation.

(c) Any termination of Employee's employment by Employer or by Employee shall be
communicated by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a dated notice
which shall (i) indicate the specific termination provision in the Agreement
relied upon; (ii) set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee's

                                       5

<PAGE>


employment under the provision so indicated; (iii) specify a date of
termination, which shall be not less than thirty (30) nor more than ninety (90)
days after such Notice of Termination is given, except in the case of Employer's
termination of Employee's employment for just cause pursuant to Section 7.1
hereof, in which case the Notice of Termination may specify a date of
termination as of the date such Notice of Termination is given; and (iv) be
given in the manner specified in Section 8.3 hereof.

(d) If Employee shall terminate his employment for good reason pursuant to
clauses (i) or (iii) of Section 7.10(x) hereof, Employer shall pay to Employee
in lieu of further salary payments hereunder an amount equal to the aggregate
present value of the product of (i) the average aggregate annual compensation
paid to the Employee and includable in the Employee's gross income for federal
income tax purposes during the five calendar years preceding the taxable year in
which the date of termination occurs by Employer and any of their subsidiaries
subject to United States income tax (for which purpose compensation paid during
any calendar year in which Employee was employed for less than a full year shall
be annualized), multiplied by (ii) 2.99, such payment to be made in a lump sum
on or before the fifth day following the date of termination; provided, however,
that if the lump sum payment under this Section 7.10(d), either alone or
together with other payments which the Employee has the right to receive from
Employer, would constitute a "parachute payment" (as defined in Section 2806 of
the Internal Revenue Code of 1986, as amended (the "Code")), such lump sum
payment shall be reduced to the largest amount as will result in no portion of
the lump sum payment under this Section 7.10(d) being subject to the excise tax
imposed by Section 4999 of the Code. The determination of any reduction in the
lump sum payment under this Section 7.10(d) pursuant to the foregoing provision
shall be made by independent counsel to Employer in consultation with the
independent certified public accountants of Employer. In making any
determination whether an amount payable to Employee under this Section 7.10(d)
would be subject to excise tax imposed by Section 4999 of the Code, the
provisions of this Section 7.10(d) shall be interpreted in a manner that is
consistent with the manner in which calculations are required to be made for
purposes of Code Section 2806, including the limitation on the period taken into
account for the determination of average annual compensation to the period
during which Employee was employed by Employer or its affiliates, and the use of
annualized taxable compensation to the extent periods of less than a full year
are taken into account for these purposes. By way of further clarification, this
Section 7.10(d) is to be interpreted and applied so that, if the payment to be
made hereunder constitutes a "contingent" payment described in Code Section
280G(b)(2)(A)(i), the amount of the payment, for purposes of determining whether
the amount payable would be subject to the excise tax imposed under Section 4999
of the Code, shall be equal to 2.99 times the "base amount" (as that term is
used for purposes of Code Section 280G) and shall be reduced only to the extent
necessary so that the amount payable is not in excess of the maximum amount that
could be paid hereunder without causing any portion of such amount to constitute
an "excess parachute payment" for purposes of Code Section 280G(a).

(e) If Employee shall terminate his employment for good reason as defined in
clauses (ii) or (iv) of Section 7.10(a) hereof or if Employee is terminated by
Employer for other than just cause pursuant to Section 7.1 hereof, then Employer
shall pay Employee in lieu of further salary payments hereunder an amount equal
to the sum of Employee's annual base compensation at the time of termination as
established by Employer pursuant to Sections 3.1 and 3.2 hereof plus the
compensation Employee would have received during the remaining term of the
Agreement based upon Employee's annual base compensation in effect prior to the
Notice of Termination, such payment to be made in 48 substantially equal
semi-monthly installments on the 15th and last day of each month, or if these
are non-business days, the immediately preceding business day, commencing with
the month in which the date of termination occurs, provided, however, that if
the payment under this Section 7.10(e), either alone or together with other
payments which the Employee has the right to receive from Employer, would
constitute a "parachute payment" (as defined in Section 2806 of the Code), such
payment shall be reduced to the largest amount as will result in no portion of
the payment under this Section 7.10(e) being subject to the excise tax imposed
by Section 4999 of the Code. The determination of any reduction in the payment
under this Section 7.10(e) pursuant to the foregoing provision shall be made by
independent counsel to Employer in consultation with the independent certified
public accountants of Employer.

(f) Unless the Employee is terminated for just cause, pursuant to Section 7.5
hereof, or pursuant to a termination of employment by Employee for other than
good reason, Employer shall maintain in full force and effect, for the continued
benefit of Employee for the remaining contract term of this Agreement (including
partial years), all employee benefit plans and programs in which the Employee
was entitled to participate immediately prior to the

                                       6

<PAGE>

date of termination, provided that the Employee's continued participation is
possible under the general terms and provisions of such plans and programs.

(g) Employee shall not be required to mitigate the amount of any payment
provided for in Sections 7.10(d) and (e) of this Agreement by seeking other
employment or otherwise.

VIII. MISCELLANEOUS
      -------------

8.1 Notwithstanding anything to the contrary herein contained, the payment or
obligation to pay any monies, or granting of any rights or privileges to
Employee as provided in this Agreement shall not be in lieu or derogation of the
rights and privileges that Employee now has under any plan or benefit presently
outstanding.

8.2 This Agreement may not be modified, changed, amended, or altered except in
writing signed by Employee or by her duly authorized representative, and by a
duly authorized officer of Employer.

8.3 All notices given or required to be given herein shall be in writing, sent
by United States first-class certified or registered mail, postage prepaid, to
Employee (or to Employee's spouse or estate Upon Employee's death) at Employee's
last-known address, and to Employer at its principal offices. All such notices
shall be effective when deposited in the mail in the manner specified in this
Section 8.3. Either party by a notice in writing may change or designate the
place for receipt of all such notices.

8.4 No course of conduct between Employer and Employee and no delay or omission
of Employer or Employee to exercise any right or power given under this
Agreement shall: (i) impair the subsequent exercise of any right or power, or
(ii) be construed to be a waiver of any default or any acquiescence in or
consent to the curing of any default while any other default shall continue to
exist, or be construed to be a waiver of such continuing default or of any other
right or power that shall theretofore have arisen; and, every power and remedy
granted by law and by this Agreement to any party hereto may be exercised from
time to time, and as often as may be deemed expedient. All such rights and
powers shall be cumulative to the fullest extent permitted by law.

8.5 All references herein to particular sections of a statute, rule or
regulation or to a particular disclosure item or schedule shall also be deemed
to be a reference to any successor section, statute, rule, regulation,
disclosure item or schedule.

8.6 The invalidity or unenforceability of any provision or 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.

8.7 This Agreement contains the entire agreement of the parties hereto relating
to the subject matter hereof and supercedes in its entirety any and all prior
agreements, contracts, understandings or representations relating to the
employment relationship created hereunder.

8.8 Employee hereby waives the applicability of any provisions of any prior
employment agreement, contract or understanding relating to Employee's
employment by the Bank and/or the Company.


IX.     SUCCESSORS. ETC
        ---------------

9.1 This Agreement shall inure to the benefit of and be binding upon Employee,
and, to the extent applicable, her heirs, assigns, executors, and personal
representatives and Employer, its successors, and assigns, including, without
limitation, any person, partnership, or corporation which may acquire all or
substantially all of Employer's assets and business, or with or into which
Employer may be consolidated or merged, and this provision shall apply in the
event of any subsequent merger, consolidation, or transfer unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 7.6 and 7.7 hereof.

9.2 This Agreement is personal to each of the parties and neither party may
assign or delegate any of its rights or obligations under this Agreement without
the prior written consent of the other party.

                                       7


<PAGE>


X.     APPLICABLE LAW
       --------------

10.1 This Agreement shall be governed in all respects and be interpreted by and
under the laws of Pennsylvania, except to the extent that such law may be
preempted by applicable federal law, including regulations, opinions or orders
duly issued by the OTS or FDIC ("Federal Law"), in which event this Agreement
shall be governed and be interpreted by and under Federal Law.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.

CHESTER VALLEY BANCORP INC. & FIRST FINANCIAL BANK

By:  /s/ James E. McErlane
     -------------------------------
James E. McErlane
Chairman, Board of Directors

CHESTER VALLEY BANCORP INC. &  FIRST FINANCIAL BANK

By:  /s/ Donna M. Coughey
     -------------------------------
Donna M. Coughey
President and Chief Executive Officer

EMPLOYEE

By:  /s/ Albert S. Randa
     -------------------------------
Albert S. Randa, CPA
Chief Financial Officer












                                       8