Unassociated Document


    
      AMENDED
AND RESTATED

      SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT

      


      THIS AGREEMENT is entered into
this ___ day of May, 2001 by FIRST REPUBLIC BANK, having
its principal offices at 1608 Walnut Street, Suite 1000, Philadelphia,
Pennsylvania 19103 (the "BANK") and NEIL I. RODIN, (the
"DIRECTOR").

      


      RECITALS

      


      WHEREAS, DIRECTOR and BANK
entered into a Supplemental Retirement Plan Agreement dated August 4, 1992 (the
"PLAN") and the parties hereto desire to amend and restate the PLAN as provided
herein; and

      


      WHEREAS, the DIRECTOR has been
on the Board of Directors of the BANK since 1988, and;

      


      WHEREAS, its Board of
Directors, recognizing the past services of the DIRECTOR, the DIRECTOR'S
contribution to the BANK and the experience and knowledge of the DIRECTOR,
desires to modify and amend the rewards the DIRECTOR receives under the Plan for
his continued valuable service and counsel.

      


      NOW THEREFORE, in
consideration of services performed in the past and to be performed in the
future as well as of the mutual promises and covenants herein contained, the
parties agree that the Plan is hereby amended and restated in its entirety as
follows:

      


      ARTICLE
I

      


      CONDITIONS

      


      1.1           The
DIRECTOR agrees to continue to devote such time and attention to the business
and affairs of the BANK as shall be required, and to use his best efforts to
furnish faithful and satisfactory service to the Board during his
tenure.

      


      1.2           The
payment of benefits is conditioned upon the DIRECTOR not acting in any similar
capacity for any business enterprise which competes to a substantial degree with
the BANK, nor engaging in any activity involving substantial competition with
the BANK, without written consent from the Board of Directors. This provision
shall be limited to that time while the DIRECTOR continues to serve on the Board
of Directors of the Bank (the "BOARD").

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
II

      


      BENEFITS

      


      2.1           Effective Date. The
benefits provided to the DIRECTOR hereunder shall be fully vested as of the date
of this Agreement and shall be payable as provided hereinafter.

      


      2.2           Death
Before Retirement. If the
DIRECTOR dies while actively serving on the Board prior to the commencement of
his retirement benefits payable hereunder, the BANK shall pay to such
beneficiary(ies) as the DIRECTOR shall designate in writing the sum of $25,000
per year for ten years. Said payments shall be paid in annual installments
commencing when the DIRECTOR would have reached sixty-five (65) years of age. If
the DIRECTOR fails to properly designate a beneficiary, the payments shall be
made to the DIRECTOR'S surviving spouse or if the spouse is deceased, to the
personal representative of the DIRECTOR'S estate.

      


      2.3           Retirement Benefits.
At the later to occur of DIRECTOR ceasing to serve as a DIRECTOR of the BANK or
the DIRECTOR attaining the age sixty-five, the BANK shall pay the DIRECTOR
$25,000 per year for ten years. Such benefit payments shall be made in annual
installments beginning not later than the fifteenth (15t11) day of the month
following the fulfillment of the requirements in this Section 2.3.

      


      Notwithstanding the above, in the event
their is a Fundamental Change as defend in Section 7.2 hereof, of the BANK or
its parent company, the DIRECTOR shall have the right, upon sixty (60) days
written notice to BANK, to require the BANK to assign all insurance policies
applicable to the DIRECTOR in lieu of receipt of payments by the BANK under this
Agreement, or, at the sole discretion of DIRECTOR, require the BANK to commence
payment of the $25,000 per annum for ten (10) years provided for under Section
2.3 hereof

      


      ARTICLE
III

      


      OTHER TERMINATIONS OF
SERVICE

      


      3.1           If
the DIRECTOR'S service on the Board is terminated due to disability, such
termination of service shall be treated as any other termination of service.
There shall be no acceleration of benefits and the DIRECTOR shall only be
entitled to the benefit he would have otherwise been due under this
Agreement.

      


      3.2           If
the services of the DIRECTOR is terminated, as a result of any violation of
criminal laws relating to banking, this Agreement shall terminate upon the date
of such termination of service and no benefits or payments of any kind shall be
made hereunder.

      


       

      


      2

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
IV

      


      FIDUCIARY

      


      4.1           The
BANK is hereby designated the Named Fiduciary of the Plan and for purposes of
the claims procedure under this Agreement. The BANK shall have authority to
control and manage the operation and administration of this Agreement, and it
shall be responsible for establishing and carrying any funding policy or methods
consistent with this Agreement.

      


      4.2           The
BANK shall have the right to change the Named Fiduciary of the Plan created
under this Agreement. The BANK shall give the DIRECTOR written notice of a
change of the Named Fiduciary, or any change in the address or telephone number
of the Named Fiduciary.

      


      ARTICLE
V

      


      CLAIMS
PROCEDURE

      


      5.1           Benefits
shall be paid in accordance with the provisions of this Agreement. Except in the
death, the DIRECTOR or a designated recipient or any other person claiming
through the DIRECTOR shall make a written request for benefits under this
Agreement. This written claim shall be mailed or delivered to the Named
Fiduciary. Such claim shall be reviewed by the Named Fiduciary. In the event of
DIRECTOR'S death, while receiving payments hereunder, benefits shall continue to
be timely paid to the DIRECTOR'S designated beneficiary, or if none has been
named, to his estate.

      


      5.2           The
BANK shall only deny benefits in the event DIRECTOR shall violate the provisions
of Section 1.2 or 3.2.

      


      ARTICLE
VI

      


      NO CONTRACT OF
EMPLOYMENT

      


      This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provisions hereof restrict the removal of the
DIRECTOR, or restrict the right of the DIRECTOR to terminate his
service.

      


      ARTICLE
VII

      


      REORGANIZATION OR
FUNDAMENTAL CHANGE

      


      7.1           The
BANK shall not merge or consolidate into or with another bank, or reorganize, or
sell substantially all of its assets to another bank, firm or person unless and
until such succeeding or continuing bank, firm, or person agrees to assume and
timely discharge the obligations of the BANK under this Agreement.

      


      


      


      3

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.2           A
Fundamental Change shall mean:

      


      
        	
                 
      

              	
                a.

              	
                individuals
      who, as of the date hereof constitute the Board of the BANK'S parent
      company (the "COMPANY") or Board of the BANK (in either case hereinafter
      referred to as the "INCUMBENT BOARD") cease for any reason to constitute
      at least fifty percent (50%) of the Board of the Company or the BANK; provided,
      however, that any individual becoming a director subsequent to the
      date hereof whose nomination for election by Company or BANK's
      shareholders was approved by a vote of at least a majority of the
      directors then comprising the INCUMBENT BOARD shall be considered as
      though such individual were a member of the INCUMBENT BOARD, but
      excluding, for this purpose, any such individual whose initial assumption
      of office occurs as a result of an actual or threatened election contest
      with respect to the election or removal of directors or other actual or
      threatened solicitation of proxies or consents by or on behalf of a person
      other than one nominated by the Board;

              
	 	 	 
	 	

                b. 

              	

                the
      Company or the BANK shall enter into an agreement or agreements providing
      for (a) the reorganization, merger, or the sale or consolidation of the
      Company's or BANK's assets with or into another entity, (b) the exchange
      of all or substantially all of the stock of the Company or the BANK for
      the stock of another entity or for cash, (c) the liquidation or
      dissolution of the Company or the BANK, or (d) the sale or the disposition
      of all or substantially all of the assets of the Company or of the
      BANK. 

              


      

       

      ARTICLE
VIII

      


      FUNDING

      


      8.1           The
BANK'S obligation under this Agreement shall be funded in a manner to assure
DIRECTOR'S benefits shall be paid when due.

      


      8.2           Should
the BANK determine to fund this Agreement, in whole or in part, through the
medium of life insurance, the BANK reserves the absolute right, at its sole
discretion, to terminate such life insurance, as well as any other funding at
any time, either in whole or in part. Except as provided in Section 2.3 hereof,
at no time shall the DIRECTOR be deemed to have any right, title, or interest in
or to any specified asset or assets of the BANK, including, but not by way of
restriction, any insurance contracts or the proceeds therefrom. Except as
provided in Section 2.3 hereof, any such life insurance purchased by the BANK
shall not in any way be considered to be security for the performance of the
obligations of this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the BANK.

       

      


      4

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
IX

      


      INDEPENDENCE OF
BENEFITS

      


      The
benefits payable under this Agreement shall be independent of, and in addition
to, any other benefits or compensation, whether by salary, or bonus or otherwise
payable under any other employment agreements that now exist or may hereafter
exist from time to time between the DIRECTOR and the BANK. This Agreement does
not involve a reduction in salary or the foregoing or deferring of an increase
in future salary by the DIRECTOR. Nor does the Agreement in any way affect or
reduce the existing and future compensation and other benefits of the
DIRECTOR.

      


      ARTICLE
X

      


      ASSIGNABILITY,
ALIENABILITY

      


      Except in
so far as prohibited by applicable law, no sale, transfer, alienation,
assignment, pledge, collateralization, or attachment of any benefits under this
Agreement shall be valid or recognized by the BANK. Neither the DIRECTOR, his
spouse, or designated beneficiary shall have any power to hypothecate, mortgage,
commute, modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony, or separate maintenance, owed by the DIRECTOR
or his beneficiary, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise.

      


      ARTICLE
XI

      


      ADMINISTRATIVE
CLAUSE

      


      Any
payment required to be made pursuant to this Agreement to a person who is under
a legal disability at the time such payment is due may be made by the BANK to or
for the benefit of such person in such of the following ways as the BANK shall
determine: (a) directly to the person entitled to the payment; (b) to the legal
representative of such person; (c) to some near relative of such person to be
used for the latter's benefit; (d) directly in payment of expenses of support,
maintenance or education of such person. Any such payment by the BANK shall, to
the extent thereof be a complete discharge of any liability under this Agreement
with respect to such payment. The BANK shall not be required to see to the
application by any third party of any payments made pursuant to this
paragraph.

      


      ARTICLE
XII

      


      MARITAL, DEDUCTION
PROVISION

      


      If the
DIRECTOR designates his spouse to receive payments to be made after his death,
she shall have the right to direct the BANK as to the distribution of the sums,
if any,

       

      5

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      payable
after her death. The DIRECTOR'S spouse has the right to direct any such payments
which may be payable after her death be paid to such person(s) or to her own
estate as she appoints and directs by a written direction fled with the BANK
during her lifetime or by her last will and testament specifically referring to
this power of appointment and to the extent the DIRECTOR'S spouse does not
effectively exercise the power of appointment, such sums shall upon her death be
distributed to her estate.

      


      ARTICLE
XIII

      


      PAYMENTS
UNSECURED

      


      The
DIRECTOR, his beneficiary and any other person or persons having or claiming a
right to payments hereunder or to any interest in this Agreement shall rely
solely on the unsecured promises of the BANK set forth herein, and nothing in
this Agreement shall be construed to give the DIRECTOR, his beneficiary or any
other persons any right, title, interest or claim in or to any specific asset,
fund, reserve, account or property of any kind whatsoever owned by the BANK or
in which it may have any right, title or interest now or in the future, but
DIRECTOR, his beneficiary or any other person or persons having any right to
payments hereunder shall have the right to enforce his claim against the BANK in
the same manner as any unsecured creditor.

      


      ARTICLE
XIV

      


      AMENDMENT

      


      During
the lifetime of the DIRECTOR, this Agreement may be amended or revoked at any
time, in whole or in part, by mutual agreement of the Parties.

      


      ARTICLE
XV

      


      NOTICES

      


      Any
notice, consent or demand required or permitted to be given under the provisions
of this Agreement shall be in writing, and shall be signed by the party giving
or making the same. If such notice, consent or demand is mailed to a party
hereto, it shall be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the records of the
BANK. The date of such mailing shall be deemed the date of notice, consent or
demand.

      


      ARTICLE
XVI

      


      LAW
GOVERNING

      


      This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
This Agreement shall be binding upon the designated recipients, beneficiaries,
heirs,

       

      


      6

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      executors
and administrators of the DIRECTOR and upon the successors and assigns of the
BANK.

      


      ARTICLE
XVII

      


      PRIOR
AGREEMENTS

      


      This
Agreement shall amend and restate in its entirety that certain agreement between
the BANK and the DIRECTOR dated August 4, 1992.

      


      ARTICLE
XVIII

      


      MISCELLANEOUS

      


      18.1           No
modification of this Agreement shall be binding or enforceable in any court
unless in writing and signed by the parties.

      


      18.2           If
any provision of this Agreement shall be or shall become illegal or
unenforceable in whole or in part, for any reason whatsoever, the remaining
provisions shall nevertheless be deemed valid, binding, and
subsisting.

      


      18.3           The
waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a waiver of any subsequent
breach or violation thereof.

      


      18.4           In
the event any dispute shall arise between the BANK or its successor and the
DIRECTOR as to the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action taken
by the DIRECTOR to enforce the terms of this Agreement or in defending against
any action taken by the BANK or its successor, the BANK shall reimburse DIRECTOR
for all costs and expenses, including reasonable attorneys' fees and costs,
arising from such dispute, proceedings, or actions, notwithstanding the ultimate
outcome thereof. Such reimbursement shall be paid within ten (10) days of
DIRECTOR furnishing to the BANK written evidence, which may be in the form,
among other things, of a canceled check or receipt, of any costs or expenses
incurred by DIRECTOR. Any such request for reimbursement by DIRECTOR shall be
made no more frequently than at thirty (30) day intervals.

       

      


      
        	 
      	 	
                FIRST
      REPUBLIC BANK

              
	 
      	 	 
      
	 
      	 	
                By:
      /s/ Robert
      Davis

              
	
                Asst.
      Secretary

              	 	
                President

              
	 
      	 	 
      
	 
      	 	/s/ Neil I. Rodin 
    
	
                Witness

              	 	
                DIRECTOR

              


      

      


      


      7

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    AMENDED
AND RESTATED

     

    SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT

    


     

    THIS AGREEMENT is entered into
this         day of
May      , 2001 by FIRST REPUBLIC BANK, having its principal
offices at 1608 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103 (the "BANK") and WILLIAM W. BATOFF, (the
"DIRECTOR").

     

    RECITALS

    


     

    WHEREAS, DIRECTOR and BANK entered into a
Supplemental Retirement Plan Agreement dated August 4, 1992 (the "PLAN") and the
parties hereto desire to amend and restate the PLAN as provided herein;
and

     

    WHEREAS, the DIRECTOR has been on the Board of
Directors of the BANK since 1988, and;

     

    WHEREAS, its Board of Directors, recognizing
the past services of the DIRECTOR, the DIRECTOR'S contribution
to the BANK and the experience and knowledge of the DIRECTOR, desires to modify
and amend the rewards the DIRECTOR receives under the Plan for his
continued valuable service and counsel.

     

    NOW THEREFORE, in consideration of services
performed in the past and to be performed in the future as well as of the mutual
promises and covenants herein contained, the parties agree that the Plan is
hereby amended and restated in its entirety as follows:

     

    ARTICLE
I

     

    CONDITIONS

     

    1.1           The
DIRECTOR agrees to continue to devote such time and attention to the business
and affairs of the BANK as shall be required, and to use his best efforts to
furnish faithful and satisfactory service to the Board during his
tenure.

     

    1.2           The payment of benefits is conditioned
upon the DIRECTOR not acting in any similar capacity for any business
enterprise which competes to a substantial degree with the BANK, nor
engaging in any activity involving substantial competition with the BANK, without written consent from the
Board of Directors. This provision shall be limited to that time while the
DIRECTOR continues to serve on the Board of Directors of the Bank (the
"BOARD").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
II

     

    BENEFITS

     

    2.1           Effective Date. The
benefits provided to the DIRECTOR hereunder shall be fully vested as of the date
of this Agreement and shall be payable as provided hereinafter.

     

    2.2           Death Before
Retirement. If the DIRECTOR dies while actively serving on the Board prior to the commencement of his
retirement benefits payable hereunder, the BANK shall pay to such
beneficiary(ies) as the DIRECTOR shall designate in writing the sum of
$25,000 per year for ten years. Said payments shall be paid in annual
installments commencing when the DIRECTOR would have reached sixty-five (65)
years of age. If the DIRECTOR fails to properly designate a beneficiary, the
payments shall be made to the DIRECTOR'S surviving spouse or if the spouse is
deceased, to the personal representative of the DIRECTOR'S estate.

     

    2.3           Retirement Benefits.
At the later to' occur of DIRECTOR ceasing to serve as a DIRECTOR of the BANK or
the DIRECTOR attaining the age sixty-five, the BANK shall pay the DIRECTOR $25,000 per year
for ten years. Such benefit payments shall be made in annual installments
beginning not later than the fifteenth (15th) day of the month following the
fulfillment of the requirements in this Section 2.3.

     

    Notwithstanding
the above, in the event their is a Fundamental Change as defined in Section 7.2
hereof, of the BANK or its parent company, the DIRECTOR shall have the right,
upon sixty (60) days written notice to BANK, to require the BANK to assign all
insurance policies applicable to the DIRECTOR in lieu of receipt of payments by
the BANK under this Agreement, or, at the sole discretion of DIRECTOR, require
the BANK to commence payment of the $25,000 per annum for ten (10) years
provided for under Section 2.3 hereof.

     

    ARTICLE
III

     

    OTHER
TERMINATIONS OF SERVICE

     

    3.1           If the DIRECTOR'S service on the Board
is terminated due to disability, such termination of service shall be
treated as any other termination of service. There shall be no acceleration of
benefits and the DIRECTOR shall only be entitled to the benefit he would have
otherwise been due under this Agreement.

     

    3.2           If the services of the DIRECTOR is
terminated, as a result of any violation of criminal laws relating to
banking, this Agreement shall terminate upon the date of such termination of
service and no benefits or payments of any kind shall be made
hereunder.

     

    2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV

     

    FIDUCIARY

     

    4.1           The
BANK is hereby designated the Named Fiduciary of the Plan and for purposes of
the claims procedure under this Agreement. The BANK shall have authority to
control and manage the operation and administration of this Agreement, and it
shall be responsible for
establishing and carrying any funding policy or methods consistent with
this Agreement.

     

    4.2           The BANK shall have the right to change
the Named Fiduciary of the Plan created under this Agreement. The BANK
shall give the DIRECTOR written notice of a change of the Named Fiduciary, or
any change in the address or telephone number of the Named
Fiduciary.

     

    ARTICLE
V

     

    CLAIMS
PROCEDURE

     

    5.1           Benefits
shall be paid in accordance with the provisions of this Agreement. Except in the
death, the DIRECTOR or a designated recipient or any other person claiming
through the DIRECTOR shall make a written request for benefits under this
Agreement. This written claim shall be mailed or delivered to the Named
Fiduciary. Such claim shall be reviewed by the Named Fiduciary. In the event of
DIRECTOR'S death, while receiving payments hereunder, benefits shall continue to
be timely paid to the DIRECTOR'S designated beneficiary, or if none has been
named, to his estate.

     

    5.2           The
BANK shall only deny benefits in the event DIRECTOR shall violate the provisions
of Section 1.2 or 3.2.

     

    ARTICLE
VI

     

    NO
CONTRACT OF EMPLOYMENT

     

    This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provisions hereof restrict the removal of the DIRECTOR, or restrict the
right of the DIRECTOR to terminate his service.

     

    ARTICLE
VII

     

    REORGANIZATION
OR FUNDAMENTAL CHANGE

     

    7.1           The BANK shall not merge or consolidate
into or with another bank, or reorganize, or sell substantially all
of its assets to another bank, firm or person unless and until such
succeeding or continuing bank, firm, or person agrees to assume and timely
discharge the obligations of the BANK under this Agreement.

     

     

    3

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2           A
Fundamental Change shall mean:

     

    
      	
              a.

            	
              individuals
      who, as of the date hereof constitute the Board of the BANK'S parent company (the
      "COMPANY") or Board of the BANK (in either case hereinafter
      referred to as the "INCUMBENT BOARD") cease for any reason to constitute
      at least fifty percent (50%) of the Board of the Company or the BANK; provided,
      however, that any individual becoming a director subsequent to the date
      hereof whose nomination for election by Company or BANK's shareholders was
      approved by a vote of at least a majority of the directors then comprising
      the INCUMBENT BOARD shall be considered as though such individual
      were a member of the INCUMBENT BOARD, but excluding, for this purpose, any
      such individual whose initial assumption of office occurs as a result of
      an actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of a person other than one nominated by the
      Board;

            
	 	 
	

              b.
 	

              the.
      Company or the BANK shall enter into an agreement or agreements providing
      for (a) the reorganization, merger, or the sale or consolidation of the
      Company's or BANK's assets with or into another entity, (b) the exchange
      of all or substantially all of the stock of the Company or the BANK for
      the stock of another entity or for cash, (c) the liquidation or
      dissolution of the Company or the BANK, or (d) the sale or the disposition
      of all or substantially all of the assets of the Company or of the
      BANK. 

            


    

     

    ARTICLE
VIII

     

    FUNDING

     

    8.1           The
BANK'S obligation under this Agreement, shall be funded in a manner to assure
DIRECTOR'S benefits shall be paid when due.

     

    8.2           Should the BANK determine to fund this
Agreement, in whole or in part, through the medium of life insurance, the BANK
reserves the absolute right, at its sole discretion, to terminate such life
insurance, as well as any other funding at any time, either in whole or in part.
Except as provided in Section 2.3 hereof, at no time shall the DIRECTOR be
deemed to have any right, title, or interest in or to any specified asset
or assets of the BANK, including, but not by way of restriction, any insurance
contracts or the proceeds therefrom. Except as provided in
Section 2.3 hereof, any such life insurance purchased by the BANK shall not in
any way be considered to be security for the performance of the obligations of
this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the BANK.

     

    4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IX

     

    INDEPENDENCE OF
BENEFITS

    


    The benefits payable under this
Agreement shall be independent of, and in addition to, any other benefits
or compensation, whether by salary, or bonus or otherwise payable under any
other employment agreements that now exist or may hereafter exist from time to
time between the DIRECTOR and the BANK. This Agreement does not involve a reduction in salary or the foregoing or
deferring of an increase in future salary by the DIRECTOR. Nor does the
Agreement in any way affect or reduce the existing and future compensation and
other benefits of the DIRECTOR.

    


    ARTICLE
X

     

    ASSIGNABILITY,
ALIENABILITY

    


    Except in
so far as prohibited by applicable law, no sale, transfer, alienation,
assignment, pledge, collateralization, or attachment of any benefits under this
Agreement shall be valid or recognized by the BANK. Neither the DIRECTOR, his
spouse, or designated beneficiary shall have any power to hypothecate, mortgage,
commute, modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony, or separate maintenance, owed by the DIRECTOR
or his beneficiary, or be transferable by operation of law in the event of
bankruptcy, .insolvency, or otherwise.

    


    ARTICLE
XI

     

    ADMINISTRATIVE
CLAUSE

    


    Any
payment required to be made pursuant to this Agreement to a person who is under
a legal disability at the time such payment is due may be made by the BANK to or
for the benefit of such person in such of the following ways as the BANK shall
determine: (a) directly to the person entitled to the payment; (b) to the legal
representative of such person; (c) to some near relative of such person to be
used for the latter's benefit; (d) directly in payment of expenses of support,
maintenance or education of such person. Any such payment by the BANK shall, to
the extent thereof be a complete discharge of any liability under this Agreement with
respect to such payment. The BANK shall not be required to see to the
application by any third party of any payments made pursuant to this
paragraph.

    


    ARTICLE
XII

     

    MARITAL,
DEDUCTION PROVISION

    


    If the
DIRECTOR designates his spouse to receive payments to be made after his death,
she shall have the right to direct the BANK as to the distribution of the sums,
if any,

    


    5

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    payable
after her death. The DIRECTOR'S spouse has the right to direct any such payments
which may be payable after her death be paid to such person(s) or to her own
estate as she appoints and
directs by a written direction fled with the BANK during her lifetime or
by her last will and testament specifically referring to this power of appointment and to the extent the
DIRECTOR'S spouse does not effectively exercise the power of appointment,
such sums shall upon her death be distributed to her estate.

    


    ARTICLE
XIII

     

    PAYMENTS
UNSECURED

    


    The
DIRECTOR, his beneficiary and any other person or persons having or claiming a
right to payments hereunder or to any interest in this Agreement shall rely
solely on the unsecured promises of the BANK set forth herein, and nothing in
this Agreement shall be construed to give the DIRECTOR, his beneficiary or any
other persons any right, title, interest or claim in or to any specific asset,
fund, reserve, account or property of any kind whatsoever
owned by the BANK or in which it may have any right, title or interest now or in
the future, but DIRECTOR, his beneficiary or any other person or persons having
any right to payments hereunder shall have the right to enforce his claim
against the BANK in the same manner as any unsecured creditor.

    


    ARTICLE
XIV

     

    AMENDMENT

    


    During
the lifetime of the DIRECTOR, this Agreement may be amended or revoked at any
time, in whole or in part, by mutual agreement of the Parties.

    


    ARTICLE
XV

     

    NOTICES

    


    Any
notice, consent or demand required or permitted to be given under the provisions
of this Agreement shall be in writing, and shall be signed by the party giving
or making the same. If such
notice, consent or demand is mailed to a party hereto, it shall be sent by
United States certified mail, postage prepaid, addressed to such party's
last known address as shown on the records of the BANK. The date of such mailing
shall be deemed the date
of notice, consent or demand.

    


    ARTICLE
XVI

     

    LAW
GOVERNING

    


    This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
This Agreement shall be binding upon the designated recipients, beneficiaries,
heirs,

    


    


    


    6

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    executors
and administrators of the DIRECTOR and upon the successors and assigns of the
BANK.

    


    ARTICLE
XVII

     

    PRIOR
AGREEMENTS

    


    This
Agreement shall amend and restate in its entirety that certain agreement between
the BANK and the DIRECTOR dated August 4, 1992.

    


    ARTICLE
XVIII

     

    MISCELLANEOUS

    


    18.1           No
modification of this Agreement shall be binding or enforceable in any court
unless in writing and signed by the parties.

    


    18.2           If
any provision of this Agreement shall be or shall become illegal or
unenforceable in whole or in .part, for any reason whatsoever, the remaining
provisions shall nevertheless be deemed valid, binding, and
subsisting.

    


    18.3           The
waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a waiver of any subsequent
breach or violation thereof.

    


    18.4           In the event any dispute shall arise
between the BANK or its successor and the DIRECTOR as to the terms or
interpretations of this Agreement, whether instituted by formal legal
proceedings or otherwise, including any action taken by the DIRECTOR to enforce
the terms of this Agreement or in defending against any action taken by the BANK
or its successor, the BANK shall reimburse DIRECTOR for all costs and expenses,
including reasonable attorneys' fees and costs, arising from such dispute,
proceedings, or actions, notwithstanding the ultimate outcome thereof. Such
reimbursement shall be paid within ten (10) days of DIRECTOR furnishing to the
BANK written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by DIRECTOR. Any
such request for reimbursement by DIRECTOR shall be made no more frequently than
at thirty (30) day intervals.

    


    


    
      	 
      	 
      	
              FIRST
      REPUBLIC BANK

            
	 
      	 
      	 
      
	 
      	 
      	
              By:
      /s/ Robert
      Davis

            
	
              Asst.
      Secretary

            	 
      	
              President

            
	 
      	 
      	 
      
	
              /s/

            	 
      	
              /s/
      William W. Batoff

            
	
              Witness

            	 
      	
              DIRECTOR

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Addendum
to Amended and Restated Supplemental Retirement Plan Agreement For William W.
Batoff, dated May, 2001

    


    


    Notwithstanding
anything to the contrary in the amended and restated supplemental retirement
plan agreement for William W. Batoff, dated May, 2001, the benefits distribution
schedule will be as follows. Effective January 1, 2007 Mr. Batoff will be
entitled to a distribution of 6 years of benefits at $25,000 per year, to total
$150,000. Such payment will be made upon request of Mr. Batoff, which request
may be made no earlier than that date.

    


    Republic
First Bank

    


    /s/ Robert
Davis

    By:
President

    


    


    Dated:
August 9, 2006

    


    /s/ William W.
Batoff

    William
W. Batoff

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    AMENDED
AND RESTATED

    SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT

    


    THIS
AGREEMENT is entered into this 22nd day of May, 2001 by FIRST REPUBLIC BANK, having its principal offices at
1608 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103 (the "BANK") and HARRIS D. MADONNA, (the
"DIRECTOR").

    


    RECITALS

    


    WHEREAS, DIRECTOR and BANK entered into a
Supplemental Retirement Plan Agreement dated August 4, 1992 (the "PLAN") and the
parties hereto desire to amend and restate the PLAN as provided herein;
and

    


    WHEREAS, the DIRECTOR has been on the Board of
Directors of the BANK since 1988, and;

    


    WHEREAS, its Board of Directors, recognizing
the past services of the DIRECTOR, the DIRECTOR'S contribution to the BANK and
the experience and knowledge of the DIRECTOR, desires to modify and amend the
rewards the DIRECTOR receives under the Plan for his continued valuable service
and counsel.

    


    NOW THEREFORE, in consideration of services
performed in the past and to be performed in the future as well as of the mutual
promises and covenants herein contained, the parties agree that the Plan is
hereby amended and restated in its entirety as follows:

    


    ARTICLE
I

     

    CONDITIONS

    


    1.1           The
DIRECTOR agrees to continue to devote such time and attention to the business
and affairs of the BANK as shall be required, and to use his best efforts to
furnish faithful and satisfactory service to the Board during his
tenure.

    


    1.2           The payment of benefits is conditioned
upon the DIRECTOR not acting in any similar capacity for any business
enterprise which competes to a substantial degree with the BANK, nor engaging in
any activity involving substantial competition with the BANK, without written
consent from the Board of Directors. This provision shall be limited to that
time while the DIRECTOR continues to serve on the Board of Directors of
the Bank (the "BOARD").

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
II

     

    BENEFITS

    


    2.1           Effective Date. The
benefits provided to the DIRECTOR hereunder shall be fully vested as of the date
of this Agreement and shall be payable as provided hereinafter.

    


    2.2           Death Before
Retirement. If the DIRECTOR dies while actively serving on the Board
prior to the commencement of his retirement benefits payable hereunder, the BANK
shall pay to such beneficiary(ies) as the DIRECTOR shall designate in writing
the sum of $25,000 per year for ten years. Said payments shall be paid in annual
installments commencing when the DIRECTOR would have reached sixty-five (65)
years of age. If the DIRECTOR fails to properly designate a beneficiary, the
payments shall be made to the DIRECTOR'S surviving spouse or if the spouse is
deceased, to the personal representative of the DIRECTOR'S estate.

    


    2.3           Retirement
Benefits, At the later to occur of DIRECTOR ceasing to serve as a DIRECTOR of the BANK or the DIRECTOR
attaining the age sixty-five, the BANK shall pay the DIRECTOR $25,000 per
year for ten years. Such benefit payments shall be made in annual installments
beginning not later than the fifteenth (15`) day of the month following the
fulfillment of the requirements in this Section 2.3.

    


    Notwithstanding
the above, in the event their is a Fundamental Change as defined in Section 7.2
hereof, of the BANK or its parent company, the DIRECTOR shall have the right,
upon sixty (60) days written notice to BANK, to require the BANK to assign all
insurance policies applicable to the DIRECTOR in lieu of receipt of payments by
the BANK under this Agreement, or, at the sole discretion of DIRECTOR, require
the BANK to commence payment of the $25,000 per annum for ten (10) years
provided for under Section 2.3 hereof

    


    ARTICLE
III

     

    OTHER
TERMINATIONS OF SERVICE

    


    3.1           If
the DIRECTOR'S service on the Board is terminated due to disability, such
termination of service shall be treated as any other termination of service.
There shall be no acceleration of benefits and the DIRECTOR shall only be
entitled to the benefit he would have otherwise been due under this
Agreement.

    


    3.2           If
the services of the DIRECTOR is terminated, as a result of any violation of
criminal laws relating to banking, this Agreement shall terminate upon the date
of such termination of service and no benefits or payments of any kind shall be
made hereunder.

    


    


    


    2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

     

    FIDUCIARY

    


    4.1           The
BANK is hereby designated the Named Fiduciary of the Plan and for purposes of
the claims procedure under this Agreement. The BANK shall have authority to
control and manage the operation and administration of this Agreement, and it
shall be responsible for establishing and carrying any funding policy or methods
consistent with this Agreement.

    


    4.2           The
BANK shall have the right to change the Named Fiduciary of the Plan created
under this Agreement. The BANK shall give the DIRECTOR written notice of a
change of the Named Fiduciary, or any change in the address or telephone number
of the Named Fiduciary.

    


    ARTICLE
V

     

    CLAIMS
PROCEDURE

    


    5.1           Benefits
shall be paid in accordance with the provisions of this Agreement. Except in the
death, the DIRECTOR or a designated recipient or any other person claiming
through the DIRECTOR shall make a written request for benefits under this
Agreement. This written claim shall be mailed or delivered to the Named
Fiduciary. Such claim shall be reviewed by the Named Fiduciary. In the event of
DIRECTOR'S death, while receiving payments hereunder, benefits shall continue to
be timely paid to the DIRECTOR'S designated beneficiary, or if none has been
named, to his estate.

    


    5.2           The
BANK shall only deny benefits in the event DIRECTOR shall violate the provisions
of Section 1.2 or 3.2.

    


    ARTICLE
VI

     

    NO
CONTRACT OF EMPLOYMENT

    


    This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provisions hereof restrict the removal of the
DIRECTOR, or restrict the right of the DIRECTOR to terminate his
service.

    


    ARTICLE
VII

     

    REORGANIZATION
OR FUNDAMENTAL CHANGE

    


    7.1           The
BANK shall not merge or consolidate into or with another bank, or reorganize, or
sell substantially all of its assets to another bank, firm or person unless and
until such succeeding or continuing bank, firm, or person agrees to assume and
timely discharge the obligations of the BANK under this Agreement.

    


    


    


    3

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2           A
Fundamental Change shall mean:

    


    
      	
              a.

            	
              individuals
      who, as of the date hereof constitute the Board of the BANK'S parent company (the
      "COMPANY") or Board of the BANK (in either case hereinafter
      referred to as the "INCUMBENT BOARD") cease for any reason to constitute
      at least fifty percent (50%) of the Board of the Company or the BANK; provided,
      however that any individual becoming a director subsequent to the
      date hereof whose nomination for election by Company or BANK's
      shareholders was approved by a vote of at least a majority of the
      directors then comprising the INCUMBENT BOARD shall be considered as
      though such individual were a member of the INCUMBENT BOARD, but
      excluding, for this purpose, any such individual whose initial assumption
      of office occurs as a result of an actual or threatened election contest
      with respect to the election or removal of directors or other actual or
      threatened solicitation of proxies or consents by or on behalf of a person
      other than one nominated by the
Board;

            


    

     

    
      
        	
                b.

              	
                the
      Company or the BANK shall enter into an agreement or agreements providing
      for (a) the reorganization, merger, or the sale or consolidation of the
      Company's or BANK's assets with or into another entity, (b) the exchange
      of all or substantially all of the stock of the Company or the BANK for
      the stock of another entity or for cash, (c) the liquidation or
      dissolution of the Company or the BANK, or (d) the sale or the disposition
      of all or substantially all of the assets of the Company or of the
      BANK.

              


      

    

     

    ARTICLE
VIII

     

    FUNDING

    


    8.1           The
BANK'S obligation under this Agreement shall be funded in a manner to assure
DIRECTOR'S benefits shall be paid when due.

    


    8.2           Should
the BANK determine to fund this Agreement, in whole or in part, through the
medium of life insurance, the BANK reserves the absolute right, at its sole
discretion, to terminate such life insurance, as well as any other funding at
any time, either in whole or in part. Except as provided in Section 2.3 hereof,
at no time shall the DIRECTOR be deemed to have any right, title, or interest in
or to any specified asset or assets of the BANK, including, but not by way of
restriction, any insurance contracts or the proceeds therefrom. Except as
provided in Section 2.3 hereof, any such life insurance purchased by the BANK
shall not in any way be considered to be security for the performance of the
obligations of this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the BANK.

    


    4

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IX

     

    INDEPENDENCE OF
BENEFITS

    


    The
benefits payable under this Agreement shall be independent of, and in addition
to, any other benefits or compensation, whether by salary, or bonus or otherwise
payable under any other employment agreements that now exist or may hereafter
exist from time to time between the DIRECTOR and the BANK. This Agreement does
not involve a reduction in salary or the foregoing or deferring of an increase
in future salary by the DIRECTOR. Nor does the Agreement in any way affect or
reduce the existing and future compensation and other benefits of the
DIRECTOR.

    


    ARTICLE
X

     

    ASSIGNABILITY,
ALIENABILITY

    


    Except in
so far as prohibited by applicable law, no sale, transfer, alienation,
assignment, pledge, collateralization, or attachment of any benefits under this
Agreement shall be valid or recognized by the BANK. Neither the DIRECTOR, his
spouse, or designated beneficiary shall have any power to hypothecate, mortgage,
commute, modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony, or separate maintenance, owed by the DIRECTOR
or his beneficiary, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise.

    


    ARTICLE
XI

     

    ADMINISTRATIVE
CLAUSE

    


    Any
payment required to be made pursuant to this Agreement to a person who is under
a legal disability at the time such payment is due may be made by the BANK to or
for the benefit of such person in such of the following ways as the BANK shall
determine: (a) directly to the person entitled to the payment; (b) to the legal
representative of such person; (c) to some near relative of such person to be
used for the latter's benefit; (d) directly in payment of expenses of support,
maintenance or education of such person. Any such payment by the BANK shall, to
the extent thereof be a complete discharge of any liability under this Agreement
with respect to such payment. The BANK shall not be required to see to the
application by any third party of any payments made pursuant to this
paragraph.

    


    ARTICLE
XII

     

    MARITAL
DEDUCTION PROVISION

    


    If the
DIRECTOR designates his spouse to receive payments to be made after his death,
she shall have the right to direct the BANK as to the distribution of the sums,
if any,

    


    


    


    5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    payable
after her death. The DIRECTOR'S spouse has the right to direct any such payments
which may be payable after her death be paid to such person(s) or to her own
estate as she appoints and directs by a written direction fled with the BANK
during her lifetime or by her last will and testament specifically referring to
this power of appointment and to the extent the DIRECTOR'S spouse does not
effectively exercise the power of appointment, such sums shall upon her death be
distributed to her estate.

    


    ARTICLE
XIII

     

    PAYMENTS
UNSECURED

    


    The
DIRECTOR, his beneficiary and any other person or persons having or claiming a
right to payments hereunder or to any interest in this Agreement shall rely
solely on the unsecured promises of the BANK set forth herein, and nothing in
this Agreement shall be construed to give the DIRECTOR, his beneficiary or any
other persons any right, title, interest or claim in or to any specific asset,
fund, reserve, account or property of any kind whatsoever owned by the BANK or
in which it may have any right, title or interest now or in the future, but
DIRECTOR, his beneficiary or any other person or persons having any right to
payments hereunder shall have the right to enforce his claim against the BANK in
the same manner as any unsecured creditor.

    


    ARTICLE
XIV

     

    AMENDMENT

    


    During
the lifetime of the DIRECTOR, this Agreement may be amended or revoked at any
time, in whole or in part, by mutual agreement of the Parties.

    


    ARTICLE
XV

     

    NOTICES

    


    Any
notice, consent or demand required or permitted to be given under the provisions
of this Agreement shall be in writing, and shall be signed by the party giving
or making the same. If such notice, consent or demand is mailed to a party
hereto, it shall be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the records of the
BANK. The date of such mailing shall be deemed the date of notice, consent or
demand.

    


    ARTICLE
XVI

     

    LAW
GOVERNING

    


    This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
This Agreement shall be binding upon the designated recipients, beneficiaries,
heirs,

    
 

    6

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    executors
and administrators of the DIRECTOR and upon the successors and assigns of the
BANK.

    


    ARTICLE
XVII

     

    PRIOR
AGREEMENTS

    


    This Agreement shall amend and restate
in its entirety that certain agreement between the BANK and the DIRECTOR
dated August 4, 1992.

    


    ARTICLE
XVIII

     

    MISCELLANEOUS

    


    18.1           No
modification of this Agreement shall be binding or enforceable in any court
unless in writing and signed by the parties.

    


    18.2           If
any provision of this Agreement shall be or shall become illegal or
unenforceable in whole or in part, for any reason whatsoever, the remaining
provisions shall nevertheless be deemed valid, binding, and
subsisting.

    


    18.3           The
waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a waiver of any subsequent
breach or violation thereof.

    


    18.4           In
the event any dispute shall arise between the BANK or its successor and the
DIRECTOR as to the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action taken
by the DIRECTOR to enforce the terms of this Agreement or in defending against
any action taken by the BANK or its successor, the BANK shall reimburse DIRECTOR
for all costs and expenses, including reasonable attorneys' fees and costs,
arising from such dispute, proceedings, or actions, notwithstanding the ultimate
outcome thereof. Such reimbursement shall be paid within ten (10) days of
DIRECTOR furnishing to the BANK written evidence, which may be in the form,
among other things, of a canceled check or receipt, of any costs or expenses
incurred by DIRECTOR. Any such request for reimbursement by DIRECTOR shall be
made no more frequently than at thirty (30) day intervals.

    


    
      	 
      	 
      	
              FIRST
      REPUBLIC BANK

            
	 
      	 
      	 
      
	 
      	 
      	
              By:
      /s/ Robert
      Davis

            
	
              Asst.
      Secretary

            	 
      	
              President

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Harris D. Madonna

            
	
              Witness

            	 
      	
              DIRECTOR

            


    

    


    7

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    AMENDED
AND RESTATED

    SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT

    


    THIS AGREEMENT is entered into this ___ day of
May    , 2001 by FIRST
REPUBLIC BANK, having its principal offices at
1608 Walnut Street, Suite
1000, Philadelphia,
Pennsylvania 19103 (the "BANK") and HARRIS
WILDSTEIN, (the "DIRECTOR").

    


    RECITALS

    


    WHEREAS, DIRECTOR and BANK entered into a
Supplemental Retirement Plan Agreement dated August 4, 1992 (the "PLAN") and the
parties hereto desire to amend and restate the PLAN as provided herein;
and

    


    WHEREAS, the DIRECTOR has been on the Board of
Directors of the BANK since 1988, and;

    


    WHEREAS, its Board of Directors, recognizing
the past services of the DIRECTOR, the DIRECTOR'S contribution to the BANK and
the experience and knowledge of the DIRECTOR, desires to modify and amend the
rewards the DIRECTOR receives under the Plan for his continued valuable service
and counsel.

    


    NOW THEREFORE, in consideration of services
performed in the past and to be performed in the future as well as of the mutual
promises and covenants herein contained, the parties agree that the Plan is
hereby amended and restated in its entirety as follows:

    


    ARTICLE
I

     

    CONDITIONS

    


    1.1           The
DIRECTOR agrees to continue to devote such time and attention to the business
and affairs of the BANK as shall be required, and to use his best efforts to
furnish faithful and satisfactory service to the Board during his
tenure.

    


    1.2           The
payment of benefits is conditioned upon the DIRECTOR not acting in any similar
capacity for any business enterprise which competes to a substantial degree with
the BANK, nor engaging in any activity involving substantial competition with
the BANK, without written consent from the Board of Directors. This provision
shall be limited to that time while the DIRECTOR continues to serve on the Board
of Directors of the Bank (the "BOARD").

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
II

     

    BENEFITS

    


    2.1           Effective Date. The
benefits provided to the DIRECTOR hereunder shall be fully vested as of the date
of this Agreement and shall be payable as provided hereinafter.

    


    2.2           Death Before
Retirement. If the DIRECTOR dies while actively serving on the Board
prior to the commencement of his retirement benefits payable hereunder, the BANK
shall pay to such beneficiary(ies) as the DIRECTOR shall designate in writing
the sum of $25,000 per year for ten years. Said payments shall be paid in annual
installments commencing when the DIRECTOR would have reached sixty-five (65)
years of age. If the DIRECTOR fails to properly designate a beneficiary, the
payments shall be made to the DIRECTOR'S surviving spouse or if the spouse is
deceased, to the personal representative of the DIRECTOR'S estate.

    


    2.3           Retirement Benefits.
At the later to occur of DIRECTOR ceasing to serve as a DIRECTOR of the BANK or
the DIRECTOR attaining the age sixty-five, the BANK shall pay the DIRECTOR
$25,000 per year for ten years. Such benefit payments shall be made in annual
installments beginning not later than the fifteenth (15th) day of the month
following the fulfillment of the requirements in this Section 2.3.

    


    Notwithstanding
the above, in the event their is a Fundamental Change as defined in Section 7.2
hereof, of the BANK or its parent company, the DIRECTOR shall have the right,
upon sixty (60) days written notice to BANK, to require the BANK to assign all
insurance policies applicable to the DIRECTOR in lieu of receipt of payments by
the BANK under this Agreement, or, at the sole discretion of DIRECTOR, require
the BANK to commence payment of the $25,000 per annum for ten (10) years
provided for under Section 2.3 hereof

    


    ARTICLE
III

     

    OTHER
TERMINATIONS OF SERVICE

    


    3.1           If
the DIRECTOR'S service on the Board is terminated due to disability, such
termination of service shall be treated as any other termination of service.
There shall be no acceleration of benefits and the DIRECTOR shall only be
entitled to the benefit he would have otherwise been due under this
Agreement.

    


    3.2           If
the services of the DIRECTOR is terminated, as a result of any violation of
criminal laws relating to banking, this Agreement shall terminate upon the date
of such termination of service and no benefits or payments of any kind shall be
made hereunder.

    
 

    


    2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IV

     

    FIDUCIARY

    


    4.1           The
BANK is hereby designated the Named Fiduciary of the Plan and for purposes of
the claims procedure under this Agreement. The BANK shall have authority to
control and manage the operation and administration of this Agreement, and it
shall be responsible for establishing and carrying any funding policy or methods
consistent with this Agreement.

    


    4.2           The BANK shall have the right to change
the Named Fiduciary of the Plan created under this Agreement. The BANK
shall give the DIRECTOR written notice of a change of the Named Fiduciary, or
any change in the address or telephone number of the

    Named
Fiduciary.

    


    ARTICLE
V

     

    CLAIMS
PROCEDURE

    


    5.1           Benefits
shall be paid in accordance with the provisions of this Agreement. Except in the
death, the DIRECTOR or a designated recipient or any other person claiming
through the DIRECTOR shall make a written request for benefits under this
Agreement. This written claim shall be mailed or delivered to the Named
Fiduciary. Such claim shall be reviewed by the Named Fiduciary. In the event of
DIRECTOR'S death, while receiving payments hereunder, benefits shall continue to
be timely paid to the DIRECTOR'S designated beneficiary, or if none has been
named, to his estate.

    


    5.2           The
BANK shall only deny benefits in the event DIRECTOR shall violate
the

    provisions
of Section 1.2 or 3.2.

    


    ARTICLE
VI

     

    NO
CONTRACT OF EMPLOYMENT

    


    This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provisions hereof restrict the removal of the
DIRECTOR, or restrict the right of the DIRECTOR to terminate his
service.

    


    ARTICLE
VII

     

    REORGANIZATION
OR FUNDAMENTAL CHANGE

    


    7.1           The
BANK shall not merge or consolidate into or with another bank, or reorganize, or
sell substantially all of its assets to another bank, firm or person unless and
until such succeeding or continuing bank, firm, or person agrees to assume and
timely discharge the obligations of the BANK under this Agreement.

    


    


    


    3

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2           A
Fundamental Change shall mean:

    


    
      	
              a.

            	
              individuals
      who, as of the date hereof constitute the Board of the BANK'S parent
      company (the "COMPANY") or Board of the BANK (in either case hereinafter
      referred to as the "INCUMBENT BOARD") cease for any reason to constitute
      at least fifty percent (50%) of the Board of the Company or the BANK; provided,
      however, that any individual becoming a director subsequent to the
      date hereof whose nomination for election by Company or BANK's
      shareholders was approved by a vote of at least a majority of the directors then
      comprising the INCUMBENT BOARD shall be considered as though such
      individual were a member of the INCUMBENT BOARD, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as
      a result of an actual or threatened election contest with respect
      to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a person other than
      one nominated by the Board;

            


    

    


    
      	
              b.

            	
              the
      Company or the BANK shall enter into an agreement or agreements providing
      for (a) the reorganization, merger, or the sale or consolidation of the
      Company's or BANK's assets with or into another entity, (b) the exchange
      of all or substantially all of the stock of the Company or the BANK for
      the stock of another entity or for cash, (c) the liquidation or
      dissolution of the Company or the BANK, or (d) the sale or the disposition
      of all or substantially all of the assets of the Company or of the
      BANK.

            


    

    


    ARTICLE
VIII

     

    FUNDING

    


    8.1           The
BANK'S obligation under this Agreement shall be funded in a manner to assure
DIRECTOR'S benefits shall be paid when due.

    


    8.2           Should
the BANK determine to fund this Agreement, in whole or in part, through the
medium of life insurance, the BANK reserves the absolute right, at its sole
discretion, to terminate such life insurance, as well as any other funding at
any time, either in whole or in part. Except as provided in Section 2.3 hereof,
at no time shall the DIRECTOR be deemed to have any right, title, or interest in
or to any specified asset or assets of the BANK, including, but not by way of
restriction, any insurance contracts or the proceeds therefrom. Except as
provided in Section 2.3 hereof, any such life insurance purchased by the BANK
shall not in any way be considered to be security for the performance of the
obligations of this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the BANK.

    


     

    4

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
IX

     

    INDEPENDENCE OF
BENEFITS

    


    The benefits payable under this
Agreement shall be independent of, and in addition to, any other benefits or
compensation, whether by salary, or bonus or otherwise payable under any other
employment agreements that now exist or may hereafter exist from time to time
between the DIRECTOR and the BANK. This Agreement does not involve a reduction
in salary or the foregoing or deferring of an increase in future salary by the
DIRECTOR. Nor does the Agreement in any way affect or reduce the existing and
future compensation and other benefits of the DIRECTOR.

    


    ARTICLE
X

     

    ASSIGNABILITY,
ALIENABILITY

    


    Except in
so far as prohibited by applicable law, no sale, transfer, alienation,
assignment, pledge, collateralization, or attachment of any benefits under this
Agreement shall be valid or recognized by the BANK. Neither the DIRECTOR, his
spouse, or designated beneficiary shall have any power to hypothecate, mortgage,
commute, modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony, or separate maintenance, owed by the DIRECTOR
or his beneficiary, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise.

    


    ARTICLE
XI

     

    ADMINISTRATIVE
CLAUSE

    


    Any
payment required to be made pursuant to this Agreement to a person who is under
a legal disability at the time such payment is due may be made by the BANK to or
for the benefit of such person in such of the following ways as the BANK shall
determine: (a) directly to the person entitled to the payment; (b) to the legal
representative of such person; (c) to some near relative of such person to be
used for the latter's benefit; (d) directly in payment of expenses of support,
maintenance or education of such person. Any such payment by the BANK shall, to
the extent thereof be a complete discharge of any liability under this Agreement
with respect to such payment. The BANK shall not be required to see to the
application by any third party of any payments made pursuant to this
paragraph.

    


    ARTICLE
XII

     

    MARITAL,
DEDUCTION PROVISION

    


    If the
DIRECTOR designates his spouse to receive payments to be made after his death,
she shall have the right to direct the BANK as to the distribution of the sums,
if any,

    


    


    


    5

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    payable
after her death. The DIRECTOR'S spouse has the right to direct any such payments which may be payable after her
death be paid to such person(s) or to her own estate as she appoints and
directs by a written direction fled with the BANK during her lifetime or by her
last will and testament specifically referring to this power of appointment and to the extent the
DIRECTOR'S spouse does not effectively exercise the power of appointment,
such sums shall upon her death be distributed to her estate.

    


    ARTICLE
XIII

     

    PAYMENTS
UNSECURED

    


    The
DIRECTOR, his beneficiary and any other person or persons having or claiming a
right to payments hereunder or to any interest in this Agreement shall rely
solely on the unsecured promises of the BANK set forth herein, and nothing in
this Agreement shall be construed to give the DIRECTOR, his beneficiary or any
other persons any right, title, interest or claim in or to any specific asset,
fund, reserve, account or property of any kind whatsoever owned by the BANK or
in which it may have any right, title or interest now or in the future, but
DIRECTOR, his beneficiary or any other person or persons having any right to
payments hereunder shall have the right to enforce his claim against the BANK in
the same manner as any unsecured creditor.

    


    ARTICLE
XIV

     

    AMENDMENT

    


    During
the lifetime of the DIRECTOR, this Agreement may be amended or revoked at any
time, in whole or in part, by mutual agreement of the Parties.

    


    ARTICLE
XV

     

    NOTICES

    


    Any notice, consent or demand required
or permitted to be given under the provisions of this Agreement shall be
in writing, and shall be signed by the party giving or making the same. If such
notice, consent or demand is mailed to a party hereto, it shall be sent by
United States certified mail, postage prepaid, addressed to such party's last
known address as shown on the records of the BANK. The date of such mailing
shall be deemed the date of notice, consent or demand.

    


    ARTICLE
XVI

     

    LAW
GOVERNING

    


    This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.
This Agreement shall be binding upon the designated recipients, beneficiaries,
heirs,

    


    


    


    


    6

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    executors
and administrators of the DIRECTOR and upon the successors and assigns of the BANK.

    


    ARTICLE
XVII

     

    PRIOR
AGREEMENTS

    


    This
Agreement shall amend and restate in its entirety that certain agreement between
the BANK and the DIRECTOR dated August 4, 1992.

    


    ARTICLE
XVIII

     

    MISCELLANEOUS

    


    18.1           No
modification of this Agreement shall be binding or enforceable in any court
unless in writing and signed by the parties.

    


    18.2           If
any provision of this Agreement shall be or shall become illegal or
unenforceable in whole or in part, for any reason whatsoever, the remaining
provisions shall nevertheless be deemed valid, binding, and
subsisting.

    


    18.3           The waiver by either party of a breach
or violation of any provision of this Agreement shall not operate as or be
construed to be a waiver of any subsequent breach or violation
thereof.

    


    18.4           In
the event any dispute shall arise between the BANK or its successor and the
DIRECTOR as to the terms or interpretations of this Agreement, whether
instituted by formal legal proceedings or otherwise, including any action taken
by the DIRECTOR to enforce the terms of this Agreement or in defending against
any action taken by the BANK or its successor, the BANK shall reimburse DIRECTOR
for all costs and expenses, including reasonable attorneys' fees and costs,
arising from such dispute, proceedings, or actions, notwithstanding the ultimate
outcome thereof. Such reimbursement shall be paid within ten (10) days of
DIRECTOR furnishing to the BANK written evidence, which may be in the form,
among other things, of a canceled check or receipt, of any costs or expenses
incurred by DIRECTOR. Any such request for reimbursement by DIRECTOR shall be
made no more frequently than at thirty (30) day intervals.

    


    


    
      	 
      	 
      	
              FIRST
      REPUBLIC BANK

            
	 
      	 
      	 
      
	 
      	 
      	
              By:
      /s/ Robert
      Davis

            
	
              Asst.
      Secretary

            	 
      	
              President

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Harris Wildstein

            
	
              Witness

            	 
      	
              DIRECTOR

            


    

    
7