AGREEMENT
                           FOR THE SALE OF REAL ESTATE



THIS  AGREEMENT is dated and effective as of this 10th day of May, 2006, by and
between the parties identified in paragraph 1 below.

1. PARTIES:
     TD  Banknorth,  N.A.,  as  successor  in  interest to Hudson  United  Bank,
     successor in interest to Dime Savings Bank (also known as Dime Savings Bank
     of Chester County),  or its assignee
     1000 MacArthur  Boulevard
     Mahwah, NJ 07430

                         hereinafter called Seller, and

     First  National Bank of Chester County
     9 North High Street
     West Chester, PA 19380

                            hereinafter called Buyer.

2. PROPERTY:  Seller hereby agrees to sell and convey to Buyer, and Buyer hereby
agrees to purchase  from  Seller,  all that  certain lot or piece of ground with
buildings, improvements and fixtures (other than trade fixtures) thereon erected
("Property"),  located at 1 and 3 North High Street,  situate in Borough of West
Chester,  Chester  County,  Pennsylvania,  also  known as UPI Nos.  1-9-120  and
1-9-121, consisting of +/- .1732 acres.

3. PURCHASE PRICE: Three Million Eight Hundred Thousand Dollars  ($3,800,000.00)
("Purchase  Price"),  which shall be paid to the Seller by the Buyer as follows:
(A)  Amount due at signing of Agreement                               $40,000.00
(B)  Balance in Cash or certified check or
title company check at time of Settlement:                         $3,760,000.00
                                                                   -------------
                                                             TOTAL $3,800,000.00

4. MORTGAGE CONTINGENCY: None.

5. DEPOSIT:  The Forty Thousand  Dollars  ($40,000.00)  referred to in paragraph
3(A)  ("Initial  Deposit")  shall be  delivered,  within three (3) business days
after the Effective Date of the Agreement,  as defined  below,  to Escrowee,  as
defined below, for deposit in an account bearing interest at the prevailing rate
of interest.  The Initial  Deposit,  together with any interest  (referred to as
"Deposit"),  shall be credited to the Purchase  Price at the time of Settlement,
as defined  below in Paragraph 7. If this  Agreement is  terminated  by Buyer in
accordance with Paragraph 7(B),  Paragraph 9(B),  Paragraph  15(B), or Paragraph
20(B) hereof,  or terminated by Seller pursuant to Paragraph  29(G), the Deposit
together  with any  interest  shall be refunded to Buyer.  If this  Agreement is
terminated  for any other  reason,  including  a default by Buyer,  the  Deposit
together with any interest shall be delivered to Seller as Seller's property.

6. ENTRY PRIOR TO SETTLEMENT; DUE DILIGENCE:

     (A)  The Seller grants the Buyer, its agents, contractors,  consultants and
          inspectors  the right to enter upon the  Property at any time prior to
          Settlement,  as defined  below in Paragraph 7, upon  twenty-four  (24)
          hours advance notice,  for the purposes of conducting any inspections,
          examinations and studies that are reasonably  required by Buyer. Buyer
          shall not disturb the Seller's use or operation of the  Property,  and
          shall restore any part of the Property  disturbed in  connection  with
          such  inspections  as near to its  original  condition  as possible if
          Buyer does not purchase the Property.

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<PAGE>

     (B)  Prior to commencing  any entry onto the Property,  the Buyer,  and its
          agents  and  representatives,  as the case may be,  shall  provide  to
          Seller a  certificate  of insurance  covering the acts of such parties
          while on the Property and any damage to persons or property  caused by
          any of their  acts on or  about  the  Property.  Such  certificate  or
          certificates shall be subject to the Seller's reasonable approval, and
          among  other  things,  shall  certify  that Buyer has been added as an
          additional  insured to all  liability  policies  required  hereby.  In
          consideration  of Seller granting such access,  Buyer hereby agrees to
          indemnify,  defend and hold Seller, and Seller's officers,  directors,
          agents and  employees,  harmless  from,  for and  against  any and all
          claims actions,  costs and damages arising or resulting in whole or in
          part from the actions of Buyer or its agents and representatives on or
          about the  Property.  The  provisions  of this  Paragraph  6(B)  shall
          survive  Settlement  and  delivery of the deed to the  Property or the
          earlier termination of this Agreement.

7. SETTLEMENT:

     (A)  The delivery of the deed by Seller,  payment of the Purchase  Price by
          Buyer, and completion of the parties' respective obligations hereunder
          ("Settlement")  shall  occur on the date  that is one  hundred  eighty
          (180)  days after  Seller's  written  notice to Buyer  that  Seller is
          prepared to complete Settlement (the "Settlement  Notice"),  provided,
          however,  that the  Settlement  Notice shall be provided no later than
          September 15, 2006.

     (B)  In the event Seller has not provided Buyer with the Settlement  Notice
          on or before  September  15, 2006,  then Buyer shall have the right to
          terminate  this  Agreement  at any time  after  such date and prior to
          receipt of the Settlement Notice.

     (C)  Settlement shall occur at the law office of MacElree Harvey,  Ltd., 17
          West Miner Street, West Chester, Pennsylvania.

8. NOTICES & ASSESSMENTS:

     (A)  Seller  shall  promptly  apply for a  certification  from West Chester
          Borough with regard to any  uncorrected  violations  of the  Borough's
          zoning,  building,  safety and fire  ordinances.  Upon receipt of such
          certification, Seller shall deliver a true and complete copy to Buyer.

     (B)  Seller  will be  responsible  for any special  assessments  imposed by
          governmental taxing authorities for public  improvements  completed on
          or before Settlement.

9. TITLE & COSTS:

     (A)  The  Property   shall  be  conveyed  free  and  clear  of  all  liens,
          encumbrances,   and  easements,   EXCEPTING  HOWEVER,   the  Permitted
          Encumbrances  (as hereinafter  defined);  otherwise title to the above
          described  Property  shall be good and  marketable and such as will be
          insured by a reputable Title  Insurance  Company at the regular rates.
          Buyer shall order a commitment to insure title  ("Commitment") for the
          Premises within ten (10) days after the Effective Date, and shall send
          the Seller a copy of the  Commitment  within  ten (10) days  following
          Seller's  receipt of the  Commitment  (and in any event within  thirty
          (30)  days  following  the  Effective   Date),   with  copies  of  all
          exceptions,   together  with  a  list  of  all  title  objections  and
          exceptions  disclosed in the  Commitment  which are not  acceptable to
          Buyer  (which  may  include  any  matter  shown on any  survey  of the
          Premises  obtained  by  Buyer).  All  title  exceptions  shown  on the
          Commitment  and survey and not  identified  as  unacceptable  by Buyer
          shall be deemed  accepted by Buyer as a title exception and are herein
          referred to as the "Permitted Encumbrances."  Additionally,  if within
          the  aforesaid  time  period  Buyer  fails  to  deliver  a copy of the
          Commitment  to Seller,  together with copies of all  exceptions  and a
          list  of  any  title  exceptions  (including  any  survey  exceptions)
          objected to by Buyer,  all such exceptions  shall be deemed  Permitted
          Encumbrances. Seller shall have ten (10) days following receipt of the

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          Commitment  and  any  survey   identifying  any   unacceptable   title
          exceptions  from Buyer to notify  Buyer of Seller's  unwillingness  or
          inability to deliver title subject only to the Permitted Encumbrances,
          in which event Buyer shall have the option, by notice to Seller within
          ten (10) days after receipt of Seller's notification, to either accept
          such title to the Premises as Seller can provide  (other than monetary
          liens of an  ascertainable  amount,  which shall be paid at Closing by
          the Seller) or to terminate  this  Agreement  and have the Deposit and
          any  interest  thereon  returned to Buyer.  Failure by Buyer to notify
          Seller  of  objectionable   title  or  survey  exceptions  within  the
          aforesaid  time period or,  within ten (10) days  following  notice by
          Seller of Seller's  unwillingness  or inability to remove,  satisfy or
          otherwise discharge any title or survey exception,  shall constitute a
          waiver by Buyer of the objection to the title or survey exception (but
          shall not be deemed a waiver of any rights  that Buyer may have,  with
          respect to any third parties, to seek to remove, satisfy, or discharge
          such title or survey exception after Settlement). Failure by Seller to
          notify Buyer of Seller's  inability or  unwillingness to deliver title
          subject only to the  Permitted  Encumbrances  within such period shall
          constitute  Seller's  agreement to deliver title at Settlement subject
          only to the Permitted Encumbrances.

     (B)  In the event the Seller is unable to convey title in  accordance  with
          paragraph  9(A),  Buyer shall have the option of (1) taking such title
          as Seller is able to convey to Buyer  without an abatement of Purchase
          Price, or (2) terminating  this Agreement.  In the latter event Seller
          shall  reimburse  the Buyer for any  costs  incurred  by the Buyer for
          those items  specified in paragraph  9(C) items (1), (2), and (3), and
          in paragraph 9(D);  neither party shall have any further  liability or
          obligation  to the other;  and this  Agreement  shall  become NULL AND
          VOID.

     (C)  The Buyer will pay for the following:
          (1)  The premium for mechanics lien insurance  and/or title  searches,
               or fees for cancellation of same, if any.
          (2)  The  premiums  for flood  insurance  and/or fire  insurance  with
               extended coverage,  insurance binder charges or cancellation fee,
               if any.
          (3)  Appraisal fees and charges paid in advance to mortgagee,  if any.
          (4)  Buyer's normal Settlement costs and accruals.
     (D)  Any survey(s) shall be secured and paid for by the Buyer.
     (E)  Subsequent  to the date of its  execution  of this  Agreement,  Seller
          shall not create or suffer to exist any manner of lien or  encumbrance
          upon or affecting title to the Property that is not existing as of the
          date of Seller's signing of this Agreement  (except as may be required
          by law) that would not be satisfied at Settlement.

10. FIXTURES, TREES, SHRUBBERY, ETC: Seller hereby warrants that it will deliver
good title to all of the property  described in this  paragraph and to any other
fixtures or items of  personalty  specifically  scheduled  and to be included in
this sale:

     (A)  If there are buildings on the Property, all existing plumbing, heating
          and lighting fixtures (including  chandeliers) and systems appurtenant
          thereto and forming a part thereof,  and other permanent fixtures,  as
          well as all  ranges,  laundry  tubs,  TV  antennas,  masts  and  rotor
          systems,  together with wall to wall  carpeting,  screens,  storm sash
          and/or  doors,  shades,  awnings,   venetian  blinds,   couplings  for
          automatic washers and dryers, etc., radiator covers, cornices, kitchen
          cabinets,  drapery  rods,  drapery rod  hardware,  curtain  rods,  and
          curtain rod hardware are included in the sale and Purchase Price.  Any
          remaining  heating and/or cooking fuels stored on the Property at time
          of Settlement are also included under this Agreement.

     (B)  All trees,  shrubbery,  plantings,  now in or on the Property, if any,
          unless  specifically  excepted in this Agreement,  are included in the
          sale and Purchase  Price.  None of the above  mentioned items shall be
          removed  by the  Seller  from  the  Property  after  the  date of this
          Agreement, provided, however, nothing in this Agreement shall prohibit
          Seller from removing  Seller's  personal  property and trade  fixtures
          prior to Settlement.

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<PAGE>

11. ENVIRONMENTAL: Intentionally Omitted.

12. ESCROWEE:

     (A)  The Escrowee is Seller's attorneys,  Stradley, Ronon, Stevens & Young,
          LLP. If a dispute  arises  between  Seller and Buyer,  Buyer shall not
          assert or allege that  Escrowee has a conflict of interest  respecting
          its obligations under this Agreement,  and Escrowee shall be permitted
          to represent  Seller as Seller's  attorney in connection with any such
          dispute.

     (B)  Notwithstanding  anything to the contrary contained herein,  except as
          to payment of the  Deposit to Seller or Title  Company at Closing  (in
          which  case  Escrowee  shall  release  the  Deposit to Seller or Title
          Company without the need for further  instructions  from the parties),
          Escrowee  shall not release the Deposit  unless and until Escrowee has
          received the joint written  direction  therefor from Buyer and Seller,
          or  Escrowee  has  been  ordered  to make  distribution  by a court of
          competent  jurisdiction.   Escrowee,  and  its  officers,   directors,
          partners and employees are acting as agents only,  and will in no case
          be held liable  either  jointly or  severally  to either party for the
          performance  or  nonperformance  of  any  term  or  covenant  of  this
          Agreement or for damages for the performance or nonperformance hereof,
          nor shall Escrowee be required or obligated to determine any questions
          of fact or law. The only  responsibility  of Escrowee shall be for the
          safekeeping of the Deposit.

13. POSSESSION AND TENDER:

     (A)  Possession  of the Property is to be delivered by a  no-warranty  deed
          (the "Deed"),  together with keys and physical  possession to a vacant
          building (if any) broom clean, free of debris at Settlement.

     (B)  Seller   shall   provide   and  turn   over  to  Buyer  any  plans  or
          specifications for the Property that are in Seller's possession.

     (C)  Seller  shall  execute and deliver (1) a  certificate  executed by the
          assistant  corporate  secretary of Seller  evidencing the authority of
          the  officer  executing  the Deed,  and (2) either (i) a  "non-foreign
          affidavit"  meeting  the  requirements  of Section  1445(b)(5)  of the
          Internal  Revenue Code of 1986,  as amended (the  "Code"),  or (ii) if
          Seller is a "foreign  person" under applicable Code  regulations,  the
          appropriate IRS Form W-8 or other certificate required to permit Buyer
          to comply with applicable withholding requirements.

     (D)  Seller  will  not  enter  into any new  lease,  written  extension  of
          existing leases,  if any, or additional leases for the Property or any
          building on the Property without prior written consent of Buyer.

     (E)  Formal tender of an executed deed is hereby waived.

14. TAXES:

     (A)  Payment of transfer taxes will be the responsibility of the Buyer.

     (B)  Taxes and lienable  assessments will be apportioned  pro-rata on a per
          diem basis as of the date of Settlement. Rents, water and sewer rents,
          lienable  municipal  services,   interest  on  mortgage   assumptions,
          condominium  fees and  homeowner  association  fees,  if any,  will be
          apportioned pro-rata at time of Settlement.

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<PAGE>

15. MAINTENANCE AND RISK OF LOSS:

     (A)  Seller shall  maintain the Property  until  Settlement,  including all
          items  mentioned  in  paragraph  10 herein and any  personal  property
          specifically  scheduled herein, in its present condition,  normal wear
          and tear excepted.  Additionally,  all items mentioned in paragraph 10
          and all personal  property  must be in its present  condition,  normal
          wear  and  tear  excepted,  at time of  Settlement,  and if not,  then
          either:  (i) Seller shall  repair or replace  such items;  or (ii) the
          cost to repair or replace  each such item shall be  deducted  from the
          Purchase Price as set forth in paragraph 3.

     (B)  Seller  shall  bear risk of loss from fire or other  casualties  until
          time of  Settlement.  In the event of damage to the Property or to any
          buildings or  structures  on the Property or to any personal  property
          included in this sale by fire or other causality which is not repaired
          or replaced  prior to  Settlement,  Buyer shall have the option of (1)
          terminating this Agreement and receiving the Deposit together with any
          interest  earned  thereon,  or (2)  accepting the Property in its then
          present condition together with a credit against the Purchase Price in
          an amount  equal to any  insurance  proceeds  which  have been paid to
          Seller and an assignment of the rights to any further insurance and/or
          recovery  to which  Seller  is or may be  entitled.  Buyer's  right to
          terminate this Agreement must be exercised, if at all, within ten (10)
          days  following  the date notice of the casualty is received by Buyer.
          If Buyer  does not  notify  Seller of Buyer's  election  to  terminate
          within the aforesaid period,  Buyer shall waive its right to terminate
          and  shall be deemed to have  elected  to  proceed  to  Settlement  in
          accordance with Clause (2) above.

16.  BROKERAGE:  Seller and Buyer each represent to the other that they have not
     dealt  with any  Broker in  connection  with the sale of this  real  estate
     except Jackson Cross Partners  ("Broker").  Buyer shall be responsible  for
     paying any real estate brokerage sales  commissions that are payable to the
     Broker, pursuant to a separate agreement with Broker. Buyer and Seller each
     agree to indemnify and hold the other harmless from any damages,  including
     attorneys  fees,   which  may  arise  as  a  result  of  a  breach  of  the
     representations and warranties set forth in this paragraph.

17.  RECORDING:  This Agreement  shall not be recorded in any office or place of
     public record.

18.  RESTRICTIVE COVENANT:  Buyer agrees that for a period of one hundred twenty
     (120) days after  Settlement  (the  "Restricted  Period"),  Buyer shall not
     operate a Retail Bank on the Property.  For the purposes of this  paragraph
     the term "Retail Bank" means a bank  location  which offers any (i) walk-in
     teller service;  (ii) walk in service to accept personal loan applications;
     (iii) consumer or retail banking services;  or (iii) an ATM. Nothing herein
     shall prohibit Buyer from performing  bank  administrative  activities,  or
     providing  wealth  management  services or support  activities  for Buyer's
     internet  banking  services,  on the  Property  at  any  time.  During  the
     Restricted  Period  Buyer  shall not display any signage or engage in other
     advertising  regarding Buyer's future use of the Property as a Retail Bank.
     This covenant shall survive Settlement and the delivery of the Deed.

19.  ASSIGNMENT:  This Agreement shall be binding upon, and inure to the benefit
     of, the parties  hereto,  and their  respective  successors,  and  assigns,
     provided,  however, Buyer shall not have the right to assign this Agreement
     without the prior written consent of Seller,  which consent shall be solely
     within the  discretion  of Seller to grant or  withhold,  except that Buyer
     shall have the right to assign  this  Agreement  to an entity that is owned
     and  controlled by Buyer or under common  ownership and control with Buyer,
     provided further,  however,  any such assignment by Buyer shall not release
     Buyer from its  obligations  hereunder.  Prior to Settlement,  Seller shall
     have the  right  to  transfer  and  convey  the  Property  to TD  Banknorth
     Charitable  Foundation or another  affiliate of Seller,  provided that such
     transfer  shall be subject to Buyer's rights under this Agreement and shall
     not delay Settlement.

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<PAGE>

20.  DEFAULT/TIME  OF THE ESSENCE:  The said time for  Settlement  and all other
     times  referred to for the  performance  of any of the  obligations of this
     Agreement are hereby agreed to be of the essence of this Agreement.

     (A)  Should the Buyer fail to make any additional  payments as specified in
          paragraph 3, or violate or fail to fulfill and perform any other terms
          or conditions of this Agreement, Buyer shall have a period of ten (10)
          business  days  within  which to cure the  non-payment,  violation  or
          failure (the "Cure Period") upon written notice from Seller; provided,
          however, that if Buyer does not cure within the Cure Period, then, and
          in such event,  Seller's  sole remedy shall be entitled to receive the
          Deposit and any interest accrued thereon,  which sum shall be retained
          by Seller as liquidated damages, which the parties agree is a fair and
          reasonable  measure of the  damages  that the  Seller  will incur as a
          result of Buyer's  default,  and is not  intended to be a penalty.  In
          this  event,  Seller and Buyer  shall each be  released  from  further
          liability or obligation to the other and this Agreement  shall be NULL
          AND VOID.

     (B)  Should the Seller  violate or fail to perform any terms or  conditions
          of this  Agreement,  and such failure  continues for ten (10) business
          days following  written notice thereof by Buyer to Seller then in such
          case,  Buyer shall be entitled to (i) terminate  this  Agreement,  and
          receive the Deposit,  together with interest accrued  thereon,  and in
          which  event,  Seller and Buyer  shall each be released  from  further
          liability or obligation to the other and this Agreement  shall be NULL
          AND VOID; or (ii) the right to specific performance.

21.  RIGHTS IN THE EVENT OF  CONDEMNATION:  In the event of the taking of all or
     any material  part of the Property by eminent  domain  proceedings,  or the
     commencement  of any such  proceedings,  Buyer  shall  have the  right,  at
     Buyer's election, (1) to purchase the Property pursuant to the terms of the
     Agreement  with a reduction  in the  Purchase  Price equal to any awards or
     other proceeds  actually received by the Seller with respect to such taking
     and,  in such  event,  at  Settlement,  Seller  shall  assign  to Buyer all
     remaining  rights of Seller in and to any awards or other proceeds  payable
     by reason of such taking and not  actually  received  by Seller,  or (2) to
     terminate this Agreement, in which event Buyer shall be repaid the Deposit,
     together with any interest.  In the latter event,  neither Seller nor Buyer
     shall have any further  liability or obligation  and this  Agreement  shall
     become  NULL  AND  VOID.  Seller  shall  notify  Buyer  of  eminent  domain
     proceedings  promptly after Seller learns of any such proceedings.  Buyer's
     right to terminate this Agreement must be exercised,  if at all, within ten
     (10) days  following  the date  notice of such  proceedings  is received by
     Buyer.  If Buyer does not notify  Seller of Buyer's  election to  terminate
     within the aforesaid  period,  Buyer shall waive its right to terminate and
     shall be deemed to have elected to proceed to Settlement in accordance with
     Clause (2) above.

22.  CONDITION  OF  PROPERTY:  The Buyer  agrees to purchase the Property in its
     present condition unless otherwise specified herein.

23.  INTEGRATION: This Agreement contains the whole Agreement between the Seller
     and the  Buyer  and  there  are no  other  terms,  obligations,  covenants,
     representations,  statements or  conditions,  oral or otherwise of any kind
     whatsoever concerning this sale.

24.  AMENDMENT:  This  Agreement  shall  not be  altered,  amended,  changed  or
     modified except in writing executed by the parties.

25.  NOTICES:  All  notices,   requests  and  other  communications  under  this
     Agreement shall be in writing and shall be addressed as follows:

     If intended for Seller:

     TD Banknorth, N.A.
     Facilities Management Services
     c/o  CB Richard Ellis/Boulos Property Management
     One  Canal Plaza
     Portland, ME 04101

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<PAGE>

     with a copy to:

     TD Banknorth, N.A.
     Two Portland Square
     PO Box 9540
     Portland, ME 04112
     Attn: Banknorth Legal

     and a copy to:

     Christopher E. Cummings, Esq.
     Stradley, Ronon, Stevens & Young, LLP
     30 Valley Stream Parkway
     Malvern, PA 19355


     If intended for Buyer:

     First National Bank of Chester County
     9 North High Street
     West Chester, PA 19380
     Attn: Carlos Questell, V.P. of Real Estate


     With a copy to:

     Harry J. DiDonato, Esquire
     MacElree Harvey, Ltd.
     17 West Miner Street
     P.O. Box 660
     West Chester, PA 19381-0660


     or at such other  address of which  Seller or Buyer shall have given notice
     as herein provided.  Notices by the parties may be given on their behalf by
     their respective counsel. All such notices shall be given by hand delivery,
     or sent by overnight  delivery service or by certified mail, return receipt
     requested,  or by  telecopier if a hard copy is sent on the same day by one
     of the other permitted means.  Such notices shall deemed to have been given
     on the date received, if hand delivered or telecopied, or the next business
     day following deposit of the notice with an overnight delivery service,  or
     three days after mailing, if sent by certified mail.

26.  EXECUTION;  EFFECTIVE  DATE: The Effective Date of this Agreement  shall be
     the date on which Buyer receives a fully executed  original or facsimile of
     the Agreement (the "Effective Date"), which date is intended to be inserted
     at the top of the  first  page  hereof.  This  Agreement  may be  signed in
     counterpart(s). Facsimile signatures shall be binding on the parties.

27.  LEGAL ADVICE:  Seller and Buyer each  acknowledge  and agree that they have
     had the  right to  consult  with  counsel  prior to the  execution  of this
     Agreement and that they have consulted with counsel or knowingly waived the
     right to do so.

28.  "AS-IS"  CONDITION  OF THE  PROPERTY:  BUYER  UNDERSTANDS  AND AGREES THAT,
     EXCEPT  AS  SET  FORTH  IN  THIS  AGREEMENT,   SELLER  IS  NOT  MAKING  AND
     SPECIFICALLY  DISCLAIMS ANY  WARRANTIES OR  REPRESENTATIONS  OF ANY KIND OR
     CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT

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<PAGE>

     NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER
     THAN THE  WARRANTY  OF TITLE  SET  FORTH  IN THE  DEED TO BE  DELIVERED  AT
     CLOSING),  ZONING, TAX CONSEQUENCES,  PHYSICAL OR ENVIRONMENTAL CONDITIONS,
     SOIL CONDITIONS,  WETLANDS DESIGNATION,  AVAILABILITY OF ACCESS, INGRESS OR
     EGRESS,   OPERATING   HISTORY  OR  PROJECTIONS,   VALUATION,   GOVERNMENTAL
     APPROVALS,  GOVERNMENTAL  REGULATIONS OR ANY OTHER MATTER OR THING RELATING
     TO OR AFFECTING  THE PROPERTY,  INCLUDING,  WITHOUT  LIMITATION  THE VALUE,
     CONDITION, MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY,  SUITABILITY OR
     FITNESS FOR A PARTICULAR  USE OR PURPOSE OF THE  PROPERTY,  AND THE MANNER,
     QUALITY,  STATE OF REPAIR OR LACK OF REPAIR OF THE  PROPERTY.  EXCEPT AS TO
     WRITTEN  INFORMATION  SUPPLIED BY SELLER  PURSUANT TO THIS  AGREEMENT OR AS
     OTHERWISE  REPRESENTED OR WARRANTED BY SELLER IN THIS AGREEMENT,  BUYER HAS
     NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,  ANY
     REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER, AND IS RELYING
     SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS  CONSULTANTS  IN PURCHASING THE
     PROPERTY.  BUYER  REPRESENTS  THAT IT WILL  CONDUCT  SUCH  INSPECTIONS  AND
     INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY,  INCLUDING BUT NOT
     LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL  CONDITIONS  THEREOF,  AND SHALL
     RELY UPON SAME.  SELLER  ACKNOWLEDGES  AND AGREE THAT UPON CLOSING,  SELLER
     SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL  ACCEPT THE PROPERTY "AS IS,
     WHERE  IS,"  WITH ALL  FAULTS  EXCEPT  AS  OTHERWISE  PROVIDED  FOR IN THIS
     AGREEMENT.  BUYER  FURTHER  ACKNOWLEDGES  AND AGREES THAT THERE ARE NO ORAL
     AGREEMENTS,  WARRANTIES OR REPRESENTATIONS,  COLLATERAL TO OR AFFECTING THE
     PROPERTY BY SELLER,  ANY AGENT OF SELLER OR ANY THIRD PARTY.  THE TERMS AND
     CONDITIONS OF THIS PARAGRAPH  EXPRESSLY SHALL SURVIVE THE CLOSING AND SHALL
     NOT MERGE  WITH THE  PROVISIONS  OF ANY  CLOSING  DOCUMENTS.  SELLER IS NOT
     LIABLE OR BOUND IN ANY MANNER BY ANY ORAL STATEMENTS,  REPRESENTATIONS,  OR
     INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
     AGENT, EMPLOYEE, SERVANT, CONSULTANT, OR OTHERWISE.

29.  SELLER'S REPRESENTATIONS,  WARRANTIES AND COVENANTS:  Seller represents and
     warrants to Buyer that:

     (A)  To the best of Seller's  knowledge,  Seller has not  entered  into any
          agreement  with,  or  granted  any right or option  to,  any person or
          entity,  to purchase the Property with  priority  over Buyer's  rights
          under this Agreement.

     (B)  To the best of Seller's knowledge, there are no leases in effect as of
          the date of this Agreement.

     (C)  Seller has the full  authority  to execute,  deliver and perform  this
          Agreement  and  all  Agreements  and  documents  referred  to in  this
          Agreement.

     (D)  Except  for  Seller,  at  Closing  no  person  or  entity  shall be in
          possession of the Property.

     (E)  Seller is not aware of any facts that prohibit Seller from closing the
          transaction in accordance with the terms of this Agreement.

     (F)  To the best of Seller's knowledge,  the execution and delivery of this
          Agreement and the consummation of the transactions contemplated hereby
          will not  result  in any  breach  of the  terms or  conditions  of, or


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          constitute a default  under,  any  instrument  or  obligation to which
          Seller  is or may  become a party or by which  Seller  may be bound or
          affected or violate any order, writ, injunction or decree of any court
          in any litigation to which Seller is a party,  or violate any law. The
          persons  executing  this  Agreement  on  behalf  of  Seller  are  duly
          authorized to bind Seller.

     (G)  Seller  has  entered  into a  Lease  (the  "New  Branch  Lease")  with
          Walters-Lyddane   Limited   Partnership   ("New   Landlord")  for  the
          construction  of a New Bank Branch ("New Bank Branch")  located at 400
          East  Market  Street,  in the borough of West  Chester,  Pennsylvania.
          Seller shall use commercially  reasonable efforts to enforce the terms
          of the New Branch Lease against the Landlord  thereunder  and to cause
          Landlord to construct the New Branch Bank in accordance with the terms
          of the  Lease.  In the event the Lease is  terminated  for any  reason
          whatsoever  on or before  September  15,  2006,  Seller shall have the
          right  to  terminate  this  Agreement  upon  notice  to  Buyer of such
          termination.  Seller's  right to terminate the  Agreement  pursuant to
          this  Paragraph  (G)  shall be void and of no  further  effect  unless
          Seller has notified Buyer of such  termination on or before  September
          15, 2006.

     (H)  To the best of Seller's actual knowledge, the heating, ventilation and
          air  conditioning  system and the elevator serving the Property are in
          operating condition.

     None  of  the  aforesaid   representations  and  warranties  shall  survive
     Settlement.

30.  BUYER'S  REPRESENTATIONS AND WARRANTIES:  The Buyer warrants and represents
     to Seller that:

     (A)  Buyer has lawful  power and  authority  to  purchase  the  Property as
          contemplated  and has taken all  requisite  action  to  authorize  the
          execution and delivery of this Agreement and all transactions required
          of Buyer hereunder.

     (B)  Buyer is not aware of any facts that prohibit  Buyer from closing this
          Agreement in accordance with the terms hereof.

     (C)  To the best of Buyer's  knowledge,  the execution and delivery of this
          Agreement and the consummation of the transactions contemplated hereby
          will not  result  in any  breach  of the  terms or  conditions  of, or
          constitute a default  under,  any  instrument  or  obligation to or by
          which  Buyer may be bound or  affected,  or violate  any order,  writ,
          injunction or decree of any court in any  litigation to which Buyer is
          a party,  or violate any law. The persons  executing this Agreement on
          behalf of Buyer are duly authorized to bind Buyer herein.

     (D)  Buyer will not directly or indirectly  contest,  object to, challenge,
          or cause  the delay of any  approval  for the  relocation  of the Dime
          Bank/Hudson  United  Bank branch  operated on the  Property to another
          location within the Borough of West Chester or surrounding area.

     None  of  the  aforesaid   representations  and  warranties  shall  survive
     Settlement.

31.  REGULATORY APPROVAL:

     (A)  The  obligation  of  Buyer to  purchase  and pay for the  Property  is
          subjected to the  satisfaction  (or waiver by Buyer) of the  following
          condition in the time frame set forth below:

          (1) Buyer receiving  approval by the Office of Comptroller of Currency
          ("OCC") on or before September 15, 2006 for its proposed operations of
          a New Branch and office located on the Property.

     (B)  The  obligation  of Seller to sell the  Property is  subjected  to the
          satisfaction  (or waiver by Seller) of the following  condition in the
          time frame set forth below:

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          (1) Seller receiving OCC approval for its relocation to its New Branch
          Bank on or before September 15, 2006.

     (C)  Each of the Buyer and Seller shall diligently  pursue their respective
          OCC approvals and shall use their best efforts to obtain such approval
          within the time frame set forth above.

32.  IRC SECTION 1031: Buyer and Seller agree to reasonably  cooperate with each
     other,  without  cost or expense to the other,  if either of them uses this
     Property as part of a Section 1031 Exchange.

33.  BUSINESS DAY: If any period,  event or condition  expires on a day which is
     not a business  day,  such period,  event or condition  shall expire on the
     next succeeding  business day. "Business Day" shall mean any day other than
     Saturday, Sunday, or any Federal and State legal holiday.

   APPROVAL BY BUYER:                                      APPROVAL BY SELLER:
   FIRST NATIONAL BANK OF                                  TD BANKNORTH, N.A.
   CHESTER COUNTY

By:/s/ Kevin Quinn                                      By:/s/ Richard R. Tardif
   ---------------------                                   ---------------------
   Kevin Quinn                                             Richard R. Tardif
   President                                               Senior Vice President



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