Exhibit 10.3

February 11, 2005



Deborah R. Pierce, Esquire
1744 Eagle Brook Drive
Geneva, IL  60134

RE: CHANGE OF CONTROL AGREEMENT

Dear Deborah:

     The Board of  Directors  of First  National  Bank of  Chester  County  (the
"Company")  believes  that it is in the best  interests  of the  Company and its
shareholders  to make the  commitments set forth in this letter to you regarding
your future employment with the Company. As a result, the Board hereby offers to
you the  additional  benefits  described  below.  If you  desire to  accept  the
benefits described below, you must sign the extra copy of this Change of Control
Agreement (the  "Agreement")  which is enclosed and return it to me on or before
March 7, 2005.

1)   TERM OF AGREEMENT.

     This Agreement is effective  immediately  upon your acceptance as described
above and will  continue in effect as long as you are  actively  employed by the
Company, unless you and the Company agree in writing to its termination.

2)   TERMINATION COMPENSATION.

     If your  employment  with the  Company is  terminated  without  "Cause" (as
defined  in  Section  6) at any time  within  two years  following  a "Change of
Control" (as defined in Section 4), you will receive the "Termination  Benefits"
(as defined in Section 3). You will also receive the Termination Benefits if you
terminate  your  employment  for "Good  Reason" (as defined in Section 5) at any
time within two years following a Change of Control.

     You are not entitled to receive the Termination Benefits if your employment
is  terminated  by you or the  Company  for any or no reason  before a Change of
Control occurs or more than two years after a Change of Control has occurred.

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     In order to receive the Termination Benefits,  you must execute any release
of  claims  that you may have  pursuant  to this  Agreement  (but not any  other
claims) that may be requested by the Company.

     The Termination Benefits will be paid to you under the terms and conditions
hereof,  without regard to whether you look for or obtain alternative employment
following your termination of employment with the Company.

3)   TERMINATION BENEFITS DEFINED.

     For purposes of this Agreement,  the term "Termination  Benefits" will mean
and include the following:

     a)  For a period of one year from your termination (the "Benefit  Period"),
         payment  of your  base  salary  on the same  basis  that you were  paid
         immediately prior to your  termination;  Payment of any bonus you would
         otherwise be eligible to receive for the year in which your termination
         occurs and for that portion of the following  year which is included in
         the Benefit  Period,  such bonus to be calculated  and paid as provided
         below; and

     b)  Continuation  during the Benefit Period of all fringe benefits that you
         were  receiving  immediately  prior  to  your  termination,  including,
         without  limitation,  life,  disability,   accident  and  group  health
         insurance  benefits coverage for you and your immediate family ("Fringe
         Benefits"),  such Fringe Benefits to be provided on  substantially  the
         same terms and  conditions as they were provided  immediately  prior to
         your termination.

     c)  The bonus component of your Termination  Benefits will equal the sum of
         (i) the bonus to which you would have been entitled for the year during
         which  your  termination   occurs  (calculated  after  annualizing  the
         Company's   consolidated   financial   results   through  the  date  of
         termination  if such bonus is based upon a percentage  of profits) (the
         "Annual  Amount"),  and (ii) an amount  equal to the product of (x) the
         Annual Amount times (y) a fraction the numerator of which is the number
         of days in the year  following  termination  which is  included  in the
         Benefit  Period  and the  denominator  of which  is 365 (the  "Prorated
         Amount").  Both the Annual Amount and the Prorated  Amount will be paid
         to  you  not  later  than  March  31st  of  the  year   following  your
         termination.

     Notwithstanding  the foregoing,  if you terminate your  employment for Good
Reason,  your  Termination  Benefits  will be based upon the greater of (i) your
salary,  bonus and benefits  immediately  prior to your termination or (ii) your
salary,  bonus and  benefits  immediately  prior to the Change of Control  which
gives rise to your right to receive Termination Benefits under this Agreement.

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     The  Company  does not  intend  to  provide  duplicative  Fringe  Benefits.
Consequently, Fringe Benefits otherwise receivable pursuant to this Section will
be reduced or eliminated if and to the extent that you receive comparable Fringe
Benefits  from any other  source  (for  example,  another  employer);  provided,
however,  that you will have no obligation to seek, solicit or accept employment
from another employer in order to receive such benefits.

4)   CHANGE OF CONTROL DEFINED.

     For  purposes of this  Agreement,  a "Change of Control"  will be deemed to
have occurred upon the earliest to occur of the following events:

     a)  the date the shareholders of the Company (or the Board of Directors, if
         shareholder action is not required) approve a plan or other arrangement
         pursuant to which the Company will be dissolved or liquidated;

     b)  the date the shareholders of the Company (or the Board of Directors, if
         shareholder  action is not required) approve a definitive  agreement to
         sell or otherwise  dispose of all or substantially all of the assets of
         the Company;

     c)  the date the shareholders of the Company (or the Board of Directors, if
         shareholder  action is not required) and the  shareholders of the other
         constituent  corporation  (or its  board of  directors  if  shareholder
         action is not required)  have approved a definitive  agreement to merge
         or consolidate the Company with or into such other  corporation,  other
         than, in either case, a merger or consolidation of the Company in which
         holders of shares of the Common Stock  immediately  prior to the merger
         or  consolidation  will hold at least a majority  of the  ownership  of
         common stock of the surviving  corporation (and, if one class of common
         stock is not the only class of voting  securities  entitled  to vote on
         the election of directors of the surviving  corporation,  a majority of
         the voting  power of the  surviving  corporation's  voting  securities)
         immediately after the merger or consolidation, which common stock (and,
         if applicable,  voting securities) is to be held in the same proportion
         as such  holders'  ownership  of Common  Stock  immediately  before the
         merger or consolidation;

     d)  the date any  entity,  person or group,  (within the meaning of Section
         13(d)(3) or Section  14(d)(2) of the  Securities  and  Exchange  Act of
         1934, as amended (the "Exchange  Act")),  other than the Company or any
         of its  subsidiaries  or any employee  benefit plan (or related  trust)
         sponsored  or  maintained  by the  Company or any of its  subsidiaries,
         shall have  become  the  beneficial  owner of, or shall  have  obtained
         voting control over,  more than fifty percent (50%) of the  outstanding
         shares of the Common Stock; or

     e)  the first day after the date this Plan is adopted  when  directors  are
         elected so that a majority  of the Board of  Directors  shall have been
         members  of the  Board of  Directors  for less  than  twenty-four  (24)
         months, unless the nomination for election of each new director who was
         not a director at the beginning of such  twenty-four  (24) month period
         was approved by a vote of at least  two-thirds  of the  directors  then
         still in office who were directors at the beginning of such period.

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     Notwithstanding  any  provision  herein to the  contrary,  the  filing of a
proceeding for the reorganization of the Company under Chapter 11 of the Federal
Bankruptcy  Code or any successor or other statute of similar import will not be
deemed to be a Change of Control for purpose of this Agreement.

5)   GOOD REASON DEFINED.

     For  purposes  of this  Agreement,  the term  "Good  Reason"  will mean and
include the following situations:

     a)  any material adverse change in your status,  responsibilities or Fringe
         Benefits;

     b)  any failure to nominate or elect you as  Executive  Vice  President  of
         Human Resources;

     c)  causing or requiring you to report to anyone other than the President;

     d)  assignment to you of duties materially  inconsistent with your position
         as Executive Vice President of Human Resources;

     e)  any  reduction  of your  annual  base  salary by more than 15% or other
         material reduction in compensation or benefits, or

     f)  requiring  you to be  principally  based at any office or location more
         than 25 miles from the current  offices of the Company in West Chester,
         Pennsylvania.

6)   CAUSE DEFINED.

     For purposes of this Agreement,  the term "Cause" will mean and include the
following situations:

     (a) Your  conviction by a court of competent  jurisdiction  of any criminal
         offense involving  dishonesty or breach of trust or any felony or crime
         involving moral turpitude;

     (b) Your  failure to perform the duties  reasonably  assigned to you by the
         Board of Directors of the Company without  reasonable  cause or excuse,
         which failure or breach  continues for more than ten days after written
         notice thereof is given to you.

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7)   CEILING ON BENEFITS.

     Under  the  "golden  parachute"  rules in the  Internal  Revenue  Code (the
"Code") you will be subject to a 20% excise tax (over and above  regular  income
tax) on any "excess  parachute  payment" that you receive  following a Change in
Control,  and the  Company  will not be  permitted  to  deduct  any such  excess
parachute payment.  Very generally,  compensation paid to you that is contingent
upon a Change in Control will be considered a "parachute payment" if the present
value of such  consideration  equals or exceeds three times your average  annual
compensation from the Company for the five years prior to the Change in Control.
If payments are considered  "parachute  payments," then all such payments to you
in excess of your base annual  compensation will be considered "excess parachute
payments"  and will be subject to the 20% excise tax imposed  under Section 4999
of the Code.

     For  example,  if your base annual  compensation  was  $100,000,  you could
receive  $299,000  following a Change in Control  without  payment of any excise
tax. If you received  $301,000 in connection with a Change in Control,  however,
the entire $301,000 would be considered a parachute payment and $201,000 of this
amount would be considered an excess parachute payment subject to excise tax.

     In order to avoid this excise tax and the related adverse tax  consequences
for the  Company,  by signing  this  Agreement,  you agree that the  Termination
Benefits payable to you under this Agreement will in no event exceed the maximum
amount that can be paid to you without  causing any portion of the amounts  paid
or payable to you by the Company  following a Change in Control,  whether  under
this  Agreement or otherwise,  to be considered  an "excess  parachute  payment"
within the meaning of Section 280G(b) of the Code.

     If the Company  believes that these rules will result in a reduction of the
payments to which you are entitled under this  Agreement,  it will so notify you
within 60 days following  delivery of the "Notice of  Termination"  described in
Section 8. If you wish to have such determination  reviewed,  you may, within 30
days of the date you are  notified  of a  reduction  of  payments,  ask that the
Company retain,  at its expense,  legal counsel,  certified public  accountants,
and/or a firm of  recognized  executive  compensation  consultants  (an "Outside
Expert") to provide an opinion  concerning  whether,  and to what  extent,  your
Termination  Benefits  must be reduced  so that no amount  payable to you by the
Company (whether under this Agreement or otherwise) will be considered an excess
parachute payment.

     The  Outside  Expert  will be as  mutually  agreed by you and the  Company,
provided that if we are not able to reach a mutual  agreement,  the Company will
select an Outside Expert, you will select an Outside Expert, and the two Outside
Experts will select a third Outside Expert to provide the opinion required under
this Section. The determination of the Outside Expert will be final and binding,
subject to any contrary determination made by the Internal Revenue Service.

     If the Company  believes  that your  Termination  Benefits  will exceed the
limitation  contained in this Section, it will nonetheless make payments to you,
at the times stated  above,  in the maximum  amount that it believes may be paid
without exceeding such limitation.  The balance, if any, will then be paid after
the opinion of the Outside Expert has been received.

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     If the amount paid to you by the  Company  following a Change in Control is
ultimately  determined,  pursuant to the opinion of the Outside Expert or by the
Internal  Revenue  Service,  to have exceeded the  limitation  contained in this
Section,  the excess will be treated as a loan to you by the Company and will be
repayable  on the  90th day  following  demand  by the  Company,  together  with
interest at the  "applicable  federal rate"  provided in Section  1274(d) of the
Code.

     In the event that the  provisions of Sections 280G and 4999 of the Code are
repealed without successor provisions,  this Section will be of no further force
or effect.

8)   TERMINATION NOTICE AND PROCEDURE.

     Any  termination  by the Company or you of your  employment  during the two
years immediately  following a Change of Control will be communicated by written
Notice of  Termination  to you if such Notice of Termination is delivered by the
Company and to the Company if such Notice of  Termination  is  delivered by you,
all in accordance with the following procedures:

     The Notice of Termination will indicate the specific termination  provision
in this Agreement  relied upon, if applicable,  and will set forth in reasonable
detail  the  facts  and  circumstances  alleged  to  provide  a basis  for  such
termination.

     Any Notice of  Termination  by the Company will be in writing signed by the
Chairman of the Board of the Company.

     If the Company furnishes you with a Notice of Termination or if you furnish
the  Company  with a Notice of  Termination,  and no good faith  dispute  exists
regarding such  termination,  then the date of your termination will be the date
such  Notice of  Termination  is deemed  given  pursuant  to  Section 11 of this
Agreement.

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     If the Company in good faith furnishes you with a Notice of Termination for
Cause and you in good faith notify the Company that a dispute exists  concerning
such termination within the 15-day period following your receipt of such notice,
you may  elect  to  continue  your  employment  during  such  dispute.  If it is
thereafter  determined  that (i) Cause did exist,  the date of your  termination
will be the earlier of (A) the date on which the  dispute is finally  determined
or (B) the date of your  death or  permanent  disability;  or (ii) Cause did not
exist,  your  employment  will  continue as if the Company had not delivered its
Notice of  Termination  and there  will be no  termination  arising  out of such
notice.

     If you in good faith  furnish a Notice of  Termination  for Good Reason and
the Company notifies you that a dispute exists concerning the termination within
the 15-day period following the Company's receipt of such notice,  you may elect
to continue your employment during such dispute. If it is thereafter  determined
that (i) Good Reason did exist,  your date of termination will be the earlier of
(A) the date on which the dispute is finally  determined or (B) the date of your
death  or  permanent  disability;  or  (ii)  Good  Reason  did not  exist,  your
employment  will continue after such  determination  as if you had not delivered
the Notice of Termination asserting Good Reason. If Good Reason is determined to
exist, your salary,  bonus and Fringe Benefits prior to such  determination will
be no less than your salary,  bonus and benefits immediately prior to the Change
of Control  which  gives rise to your right to receive  Termination  Benefits as
provided in this Agreement.

     If you do not elect to continue  employment pending resolution of a dispute
regarding a Notice of Termination,  and it is finally determined that the reason
for  termination  set forth in such Notice of Termination did not exist, if such
notice was delivered by you, you will be deemed to have  voluntarily  terminated
your employment other than for Good Reason and if delivered by the Company,  the
Company will be deemed to have terminated you without Cause.

9)   SUCCESSORS.

     The Company  will require any  successor  (whether  direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company or any of its  subsidiaries  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.  Failure of the Company to obtain such assumption and agreement
prior to the  effectiveness  of any  such  succession  will be a breach  of this
Agreement  and will  entitle you to  compensation  in the same amount and on the
same  terms to which you  would be  entitled  hereunder  if you  terminate  your
employment  for Good  Reason  following  a Change of  Control,  except  that for
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective will be deemed the date of your  termination.  As used in this
agreement "the Company" will mean "the Company" as hereinbefore  defined and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law or otherwise.

10)  BINDING AGREEMENT.

     This  Agreement  will inure to the benefit of and be enforceable by you and
your personal or legal representatives,  executors, administrators,  successors,
heirs,  distributees,  devisees and legatees. If you should die while any amount
would still be payable to you  hereunder  had you  continued  to live,  all such
amounts,  unless otherwise provided herein,  will be paid in accordance with the
terms of this Agreement to your devisee,  legatee or other designee or, if there
is no such designee, to your estate.

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11)  NOTICES.

     For  purposes  of this  Agreement,  notices  and all  other  communications
provided  for in this  Agreement  will be in writing  and will be deemed to have
been duly given when personally  delivered or mailed by United States  certified
or registered mail, return receipt requested,  postage prepaid, addressed to you
at the last  address you have filed in writing  with the Company or, in the case
of the Company,  at its main  office,  attention of the Chairman of the Board of
Directors,  or to such other  address as either party may have  furnished to the
other in writing in accordance herewith, except that notice of change of address
will be effective only upon receipt.

12)  MISCELLANEOUS.

     No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by you
and the Chairman of the Board of the  Company.  No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance  with, any
condition  or  provision  of this  Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreement or  representations,  oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly  set forth in this  Agreement.
The validity,  interpretation,  construction  and  performance of this Agreement
will be  governed  by the laws of the State of  Delaware  without  regard to its
conflicts of law  principles.  All references to sections of the Exchange Act or
the  Code  will be  deemed  also to refer to any  successor  provisions  to such
sections. Any payments provided for hereunder will be paid net of any applicable
withholding  required under federal,  state or local law. The obligations of the
Company that arise prior to the  expiration of this  Agreement  will survive the
expiration of the term of this Agreement.

13)  VALIDITY.

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

14)  COUNTERPARTS.

     This Agreement may be executed in several counterparts,  each of which will
be deemed to be an original but all of which  together will  constitute  one and
the same instrument.

15)  EXPENSES AND INTEREST.

     If a good faith  dispute  arises with  respect to the  enforcement  of your
rights under this Agreement or if any  arbitration or legal  proceeding  will be
brought in good faith to enforce or interpret any provision contained herein, or
to recover damages for breach hereof, and you are the prevailing party, you will
recover from the Company any reasonable  attorneys' fees and necessary costs and
disbursements  incurred  as a result of such  dispute or legal  proceeding,  and
prejudgment  interest on any money  judgment  obtained by you  calculated at the
rate of interest  announced by Chase  Manhattan Bank, New York from time to time
as its prime rate from the date that payments to you should have been made under
this  Agreement.  It is  expressly  provided  that the Company  will in no event
recover from you any  attorneys'  fees,  costs,  disbursements  or interest as a
result of any dispute or legal proceeding involving the Company and you.

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16)  PAYMENT OBLIGATIONS ABSOLUTE.

     The Company's  obligation to pay you the Termination Benefits in accordance
with the provisions  herein will be absolute and  unconditional  and will not be
affected by any  circumstances;  provided,  however,  that the Company may apply
amounts  payable under this Agreement to any debts owed to the Company by you on
the date of your  termination.  All amounts payable by the Company in accordance
with this Agreement  will be paid without  notice or demand.  If the Company has
paid you more than the amount to which you are  entitled  under this  Agreement,
the Company  will have the right to recover all or any part of such  overpayment
from you or from whomsoever has received such amount.

17)  ENTIRE AGREEMENT.

     This Agreement sets forth the entire agreement  between you and the Company
concerning  the subject  matter  discussed in this  Agreement and supersedes all
prior   agreements,   promises,   covenants,    arrangements,    communications,
representations,  or  warranties,  whether  written  or  oral,  by any  officer,
employee  or   representative   of  the  Company.   Any  prior   agreements   or
understandings  with respect to the subject  matter set forth in this  Agreement
are hereby terminated and canceled.

18)  LITIGATION.

     Any  action  or claim at law or equity  arising  under or  related  to this
Agreement will be brought only in the Superior Court of  Pennsylvania  or in the
United States District Court for the District of  Pennsylvania,  and the parties
hereto hereby consent to personal jurisdiction and venue in said courts.

19)  DEFERRAL OF PAYMENTS.

     To the extent that any payment under this Agreement, when combined with all
other payments  received  during the year that are subject to the limitations on
deductibility  under  Section  162(m) of the Code,  exceeds the  limitations  on
deductibility  under  Section  162(m) of the Code,  such  payment  will,  in the
discretion of the Company,  be deferred to the next  succeeding  calendar  year.
Such  deferred  amounts will be paid no later than the 60th day after the end of
such next succeeding  calendar year,  provided that such payment,  when combined
with any other  payments  subject to the  Section  162(m)  limitations  received
during the year, does not exceed the limitations on deductibility  under Section
162(m) of the Code.




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     If you would like to participate in this special benefits  program,  please
sign and return the extra copy of this letter which is enclosed.

                                                        Sincerely,


                                                     /s/ John A. Featherman, III
                                                     ---------------------------
                                                     John A. Featherman, III
                                                     Chairman of the Board

                                   ACCEPTANCE

     I hereby accept the offer to participate in this special  benefits  program
and I agree to be bound by all of the provisions noted above.


         /s/ Deborah R. Pierce                 Dated:
         ---------------------                             ---------------------
         Deborah R. Pierce