**FIRST        CHESTER COUNTY CORPORATION**

 

**RESTRICTEDSTOCK**

**AWARDAGREEMENT**

**FOR**

**[ELIGIBLEPARTICIPANTNAME]**

**______________________________**

**DATEOFGRANT:FEBRUARY 7,        2008**

We are pleased to advise you that First Chester County Corporation (the        “Corporation”) hereby grants to you under the First Chester County Corporation        2005 Restricted Stock Plan (the “Plan”), an award of restricted stock with        respect to _________ shares of Common Stock of the Corporation, subject to your signing        this Agreement and the provisions hereof. This award is subject in all respects to the        applicable provisions of the Plan and the Corporation’s Executive Incentive Plans        (the “EIP”), complete copies of which have been furnished to you and receipt of        which you acknowledge by acceptance of the award. Such provisions are incorporated herein        by reference and made a part hereof (including all defined terms).

**1.**         **Issuance of Shares*****.***Upon your execution and delivery of this Agreement and one or more        instruments of transfer relating to all shares issuable pursuant to this Agreement (the        “Shares”), you will be issued ________Shares of Common Stock as of        February 7, 2008 (the “Grant Date”), subject to the terms, conditions and        restrictions of this Agreement and the Plan. Such Shares shall be registered in your name,        but the Corporation shall retain custody of any certificates issued for such Shares pending        the vesting or forfeiture thereof. Upon the vesting of any such Shares, including        satisfaction of all conditions relating thereto, the Corporation shall deliver to you the        certificates for such Shares.

**2.**         **Vesting; Number of Shares**.           Shares (the “Vested Shares”) issued to you under this        Agreement shall vest on February 7, 2011 (the “Vesting Date”), subject to        determination of the number of Vested Shares (which number shall be subject to verification        by the Corporation’s independent registered audit firm), as provided in this Section        2, and subject to Sections 3 and 4. The number of Vested Shares will be determined based        upon the Corporation’s Earnings Per Share and Efficiency Ratio for the year ending        December 31, 2010. At least one of the two performance measures must meet the threshold        level for any Shares to become Vested Shares.

 

| **Performance Measure** |  

**Threshold** |  

**Target** |  

**Maximum** |
|-------------------------|-----------------------|--------------------|---------------------|
| EPS (60%)               |                  |               |                |
| Efficiency Ratio (40%)  |                  |               |                |

 

 

 

 

|                                                                        |  

**Threshold** |  

**Target** |  

**Maximum**

                          |
|-----------------------------------------------------------------------------|-----------------------|--------------------|-----------------------------------------------------|
| Vested Shares if EPS meets stated level

                              |                  |               |                                                |
| Vested Shares if Efficiency Ratio meets stated                        level |                  |               |                                                |

 

The number        of Shares to become Vested Shares will not be interpolated between points for performance        between points. The total number of Vested Shares will equal the sum of the Vested Shares        for both performance measures. By way of example, if both performance measures are met at        the Target level, the total number of Vested Shares will be _____ shares.

 

The        “Efficiency Ratio” is defined as (a) Non-Interest Expense divided by (b) the        sum of: (I) Tax Equivalent Net Interest Income before the Provision for Loan and Lease        Losses and (II) Non-Interest Income. “EPS” will be Basic earnings per common        shares as determined in accordance.

 

**3.**         **Conditions to Vesting.**As a condition to the        vesting of any portion of the Shares, all of the following conditions must be fully        satisfied on the applicable vesting date:

 

(i)        You must be employed by        or engaged to provide services to (and, at all times subsequent to the Grant Date, have        been continuously employed by or engaged to provide services to) the Corporation or its        affiliates, and no event shall have occurred which, with due notice or lapse of time, or        both, would entitle the Corporation to terminate your employment or engagement with the        Corporation or its affiliates.

 

(ii)       You must not be in breach or        default of any obligation to the Corporation, whether or not contained in any agreement        with the Corporation or imposed by law.

 

**4.**         **Retirement, Death, Disability or Change in Control.**The Vesting Date shall be accelerated in the event: (A) you die; (B) you        incur a Disability; (C) you retire (as defined in the Corporation’s retirement        plans); or (D) a Change of Control occurs;*provided,        however*, that you satisfy the requirements of Section 3 of this        Agreement, and*provided further*that (i)        in the case of acceleration for the events listed in (A) through (C), the number of Vested        Shares shall result in pro-rated awards as provided in the EIP, and (ii) in the case of        acceleration for the events listed in (D), the number of Vested Shares remains subject to        determination in accordance with the provisions set forth in Section 2 of this Agreement.        The terms “Disability” and “Change of Control” are defined in the        Plan.

**5.**         **Transferability**. The Shares of Common Stock        issued to you under this Agreement, and your rights under this Agreement, shall not be        transferable by you in any manner (whether by sale, pledge, gift, hypothecation or        otherwise) prior to the date such Shares become vested under the terms of this Agreement        and the Plan, except in the case of your death.

 

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**6.**         **Restrictive Legend.**Certificates for the Shares        with respect to which the restrictions have not lapsed shall be inscribed with the        following legend:

 

“The shares of stock evidenced by this certificate are subject to the        terms and restrictions of a Restricted Stock Award Agreement. They are subject to        forfeiture under the terms of that Agreement if they are transferred, sold, pledged, given,        hypothecated, or otherwise disposed of, other than through death. A copy of that Agreement        is available from the Secretary of First Chester County Corporation upon        request.”

         

**7.**       **Removal of Restrictive Legend.**When the        restrictions on any Shares lapse, the Corporation shall cause a replacement stock        certificate for those Shares, without the legend referred to in Section 6, to be issued and        delivered to you, as soon as practicable.

         

**8.**       **No Right to Employment.**Neither the award of        Shares pursuant to this Agreement nor any provision of this Agreement shall be construed        (i) to give you any right to continued employment with the Corporation or (ii) as an        amendment to your employment agreement with the Corporation.

 

**9.**         **Forfeiture**. Shares of Common Stock issued to        you under this Agreement not previously vested hereunder shall be forfeited as of the date        your employment by, or engagement to provide services to, the Corporation and all        affiliates thereof terminates or if you transfer the Shares in contravention of the terms        of this Agreement. Following such a forfeiture, you shall have no rights whatsoever with        respect to the Shares of Common Stock forfeited.

 

**10.**       **Voting, Dividend and Tender Offer Rights**. You        shall have all voting, dividend and tender offer rights with respect to Shares of Common        Stock issued to you under this Agreement whether or not such Shares are vested or unvested.        Cash dividends shall be distributed to you. Stock dividends shall be issued to you and        shall become vested under the same terms and conditions as the Shares under the award of        restricted stock to which they pertain.

 

**11.**       **Withholding of Applicable Taxes.**It shall be a        condition to the Corporation’s obligation to deliver Common Stock to you pursuant to        this Agreement that you pay, or make provision satisfactory to the Corporation for the        payment of, any taxes (other than stock transfer taxes) the Corporation is obligated to        collect with respect to the delivery of Common Stock under this Agreement, including any        applicable federal, state, or local withholding or employment taxes.

 

**12.**       **Amendment**. This Agreement may be amended, in        whole or in part and in any manner not inconsistent with the provisions of the Plan, at any        time and from time to time, by written agreement between the Corporation and        you.

                                                                                                                                                                         -3-

         

The undersigned hereby acknowledges this award of restricted stock on behalf        of the Corporation.

**FIRST CHESTER COUNTY CORPORATION**

 

|   | By: | _____________________________________ |
|--------|-----|---------------------------------------|

         

Title: _____________________________________

         

To indicate your acceptance and agreement to this Restricted Stock Award,        please execute and immediately return to the Corporation the enclosed duplicate original of        this Agreement.

         

The undersigned (the “Participant”) acknowledges receipt of a        copy of the Plan, the EIP, and a copy of the Prospectus covering the Restricted Stock to be        issued pursuant to the Plan, and the Participant represents that he or she has read and is        familiar with the terms, conditions and provisions thereof and hereby accepts this        Restricted Stock Award subject to all the terms, conditions and provisions thereof. The        Participant hereby agrees to accept as binding, conclusive and final, all decisions or        interpretations of the Board of Directors or the Administrator upon any questions arising        under the Plan.

         

**ACCEPTED AND AGREED TO**:

 

**Employee’s name**

 

Date

 

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