CHANGE OF CONTROL, NON-COMPETE AND
                            NON-DISCLOSURE AGREEMENT

     THIS CHANGE OF  CONTROL,  NON-COMPETE  AND  NON-DISCLOSURE  AGREEMENT  (the
"Agreement")  is made as of this 25th day of May,  2005,  by and  between  FIRST
NATIONAL  BANK OF CHESTER  COUNTY,  a  wholly-owned  subsidiary of First Chester
County Corporation and a national banking association with its principal offices
located  at  9  North  High  Street,  West  Chester,  Pennsylvania  (hereinafter
individually  referred to as the "Bank") and Tony Poluch of 102 Governor Circle,
Downingtown, PA 19335 (hereinafter referred to as "Executive").

                                   BACKGROUND

     WHEREAS,  the Bank desires to employ  Executive as Executive Vice President
of Business  Development  ("Officer") and to offer Executive certain benefits in
connection with such employment;

     WHEREAS,  Executive  is  desirous  of  securing  such  employment  and such
benefits set forth herein; and

     WHEREAS,  in  consideration  of the receipt of such benefits,  Executive is
willing to be bound by certain non-compete and non-disclosure obligations as set
forth herein;

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  hereinafter  set forth,  the parties,  intending to be legally bound
hereby agree as follows:

     1) TERM OF AGREEMENT.

        This  Agreement is effective as of the latest to occur of the  following
dates:  (a) the date this  Agreement is executed and delivered by both Executive
and the Bank, (b) the date on which Executive's employment as Officer commences,
or (c) the date set forth above.  This Agreement will continue in effect as long
as Executive is actively  employed by the Bank,  unless  Executive  and the Bank
agree in writing to termination of this Agreement.

     2) TERMINATION COMPENSATION.

        If Executive's  employment  with the Bank is terminated  without "Cause"
(as  defined in Section 6) at any time  within two years  following a "Change of
Control" (as defined

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in Section 4), Executive will receive the "Termination Benefits" (as defined in
Section 3). Executive will also receive the Termination Benefits if Executive
terminates his or her employment for "Good Reason" (as defined in Section 5) at
any time within two years following a Change of Control.

        Executive  is not  entitled  to  receive  the  Termination  Benefits  if
Executive's  employment  is  terminated  by  Executive or the Bank for any or no
reason  before a Change of Control  occurs or more than two years after a Change
of Control has occurred.

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

        The  Termination  Benefits will be paid to Executive under the terms and
conditions  hereof,  without  regard to whether  Executive  looks for or obtains
alternative employment following Executive's  termination of employment with the
Bank.

     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  Executive's  termination (the "Benefit
           Period"),  payment of Executive's  base salary on the same basis that
           Executive  was paid  immediately  prior to  Executive's  termination;
           Payment of any bonus Executive would otherwise be eligible to receive
           for the year in which  Executive's  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
           Executive was receiving immediately prior to Executive's termination,
           including, without limitation,  life, disability,  accident and group
           health  insurance  benefits  coverage for Executive  and  Executive's
           immediate  family  ("Fringe  Benefits"),  such Fringe  Benefits to be
           provided on substantially  the same terms and conditions as they were
           provided immediately prior to Executive's termination.

        c) The bonus  component of Executive's  Termination  Benefits will equal
           the sum of (i) the bonus to which  Executive would have been entitled
           for the year during which Executive's  termination occurs (calculated
           after annualizing the Bank'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

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           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 Executive  not later than March 31st
           of the year following Executive's termination.

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

        The  Bank  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 Executive receives comparable
Fringe Benefits from any other source (for example, another employer); provided,
however,  that  Executive  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 Bank (or the Board of Directors,  if
           shareholder   action  is  not  required)  approve  a  plan  or  other
           arrangement   pursuant  to  which  the  Bank  will  be  dissolved  or
           liquidated;

        b) the date the shareholders of the Bank (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 Bank;

        c) the date the shareholders of the Bank (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 Bank with or into such other  corporation,  other
           than, in either case, a merger or  consolidation of the Bank in which
           holders  of  shares  of the  common  stock of the Bank  (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

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           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 Bank or any of
           its  subsidiaries  or any employee  benefit  plan (or related  trust)
           sponsored or maintained by the Bank 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.

        Notwithstanding  any provision  herein to the contrary,  the filing of a
proceeding  for the  reorganization  of the Bank 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 Executive's  status,  responsibilities
           or Fringe Benefits;

        b) any  failure  to  nominate  or  elect  Executive  as  Executive  Vice
           President of Business Development;

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

        d) assignment  to  Executive  of  duties  materially  inconsistent  with
           Executive's   position  as  Executive   Vice  President  of  Business
           Development;

        e) any reduction of Executive's  annual base salary or annual bonus (or,
           if applicable,  a change in the formula for  determining  Executive's

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<PAGE>

           annual bonus which would have the effect of reducing by more than 10%
           Executive's  annual bonus as it would  otherwise have been calculated
           immediately  prior  to the  Change  of  Control  that  gives  rise to
           Executive's right to receive Termination Benefits as provided in this
           Agreement) or other reduction in compensation or benefits, or

        f) requiring Executive to be principally based at any office or location
           more  than 50 miles  from  the  current  offices  of the Bank in West
           Chester, Pennsylvania.

     6) CAUSE DEFINED.

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

        a) Executive's  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) Executive's  failure to perform  the duties  reasonably  assigned  to
           Executive  by the  Board  of  Directors  of  the  Bank  fail  without
           reasonable  cause or excuse,  which  failure or breach  continues for
           more  than  ten  days  after  written  notice  thereof  is  given  to
           Executive.

     7) CEILING ON BENEFITS.

        Under the "golden  parachute"  rules in the  Internal  Revenue Code (the
"Code")  Executive  will be subject to a 20% excise tax (over and above  regular
income tax) on any "excess parachute  payment" that Executive receives following
a Change in  Control,  and the Bank  will not be  permitted  to deduct  any such
excess parachute payment. Very generally, compensation paid to Executive 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
Executive's  average annual  compensation from the Bank for the five years prior
to the Change in Control. If payments are considered  "parachute payments," then
all such payments to Executive in excess of Executive's 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  Executive's  base annual  compensation  was  $100,000,
Executive could receive  $299,000  following a Change in Control without payment
of any excise tax. If Executive 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 Bank, by signing this Agreement,  Executive agrees that the

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<PAGE>

Termination  Benefits payable to Executive under this Agreement will in no event
exceed the maximum  amount  that can be paid to  Executive  without  causing any
portion of the  amounts  paid or payable to  Executive  by the Bank  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 Bank  believes that these rules will result in a reduction of the
payments to which Executive is entitled under this Agreement,  it will so notify
Executive  within 60 days  following  delivery  of the  "Notice of  Termination"
described in Section 8. If Executive wishes to have such determination reviewed,
Executive  may,  within 30 days of the date Executive is notified of a reduction
of payments, ask that the Bank 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,  Executive's  Termination  Benefits  must be reduced so that no
amount  payable  to  Executive  by the Bank  (whether  under this  Agreement  or
otherwise) will be considered an excess parachute payment.

        The Outside Expert will be as mutually agreed by Executive and the Bank,
provided  that if we are not  able to reach a mutual  agreement,  the Bank  will
select an Outside Expert,  Executive 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 Bank believes that Executive's Termination Benefits will
exceed the  limitation  contained  in this  Section,  it will  nonetheless  make
payments to Executive,  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.

        If the  amount  paid to  Executive  by the Bank  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 Executive by the Bank and
will be repayable on the 90th day  following  demand by the Bank,  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 Bank or  Executive  of  Executive's  employment
during  the  two  years  immediately  following  a  Change  of  Control  will be
communicated  by written  Notice of  Termination  to Executive if such Notice of
Termination  is  delivered  by the  Bank  and to the  Bank  if  such  Notice  of
Termination  is delivered by  Executive,  all in  accordance  with the following
procedures:

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<PAGE>

        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 Bank will be in writing signed by the
Chairman of the Board of the Bank.

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

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

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

        If Executive does 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 Executive,  Executive  will be deemed to
have voluntarily  terminated  Executive's  employment other than for Good Reason
and if  delivered  by the  Bank,  the Bank  will be  deemed  to have  terminated
Executive without Cause.

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     9) 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 Bank, 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.

     10) COMPETITION.

         During  the Term of this  Agreement  and for a  period  of one (1) year
following  termination thereof, for any reason whatsoever,  Executive shall not,
directly or indirectly:  (a) be employed by any other bank or similar  financial
institution doing business in Chester County,  Pennsylvania;  (b) on behalf of a
competing bank or similar financial institution,  solicit,  engage in, or accept
business or perform any services for any  organization or individual that at any
time  during the one (1) year  ending with  Executive's  termination  was a Bank
client,  customer  or  affiliate,  or a source  of  business  with  which or who
Executive  dealt or had any contact  during the term of  Executive's  employment
with the Bank;  (c) solicit any employee of the Bank for the purpose of inducing
such  employee  to resign  from the  Bank;  nor (d)  induce or assist  others in
engaging in the  activities  described in  subparagraphs  (a) through (c) above.
Notwithstanding  the foregoing if Executive's  employment is terminated due to a
Change of Control,  the  provisions of clause (a) of the prior sentence shall be
null and void and  Executive  shall be  entitled  to be  employed by any bank or
financial  institution doing business in Chester County,  Pennsylvania or in any
other location.

     11) DISCLOSURE OF CONFIDENTIAL INFORMATION.

         During the period  during  which  Executive is employed by the Bank and
following the voluntary or involuntary  termination  of  Executive's  employment
with  the  Bank  for any  reason  whatsoever,  Executive  shall  not use for any
non-Bank   purpose  or  disclose  to  any  person  or  entity  any  confidential
information  acquired during the course of employment  with the Bank.  Executive
shall  not,  directly  or  indirectly,  copy,  take,  or remove  from the Bank's
premises,  any of the  Bank's  books,  records,  customer  lists,  or any  other
documents or  materials.  The term  "confidential  information"  as used in this
Agreement includes, but is not limited to, records,  lists, and knowledge of the
Bank's customers,  suppliers,  methods of operation,  processes,  trade secrets,
methods of determination of prices and rates,  financial condition,  as the same
may exist from time to time.

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     12) SUCCESSORS.

         The Bank 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 Bank 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 Bank would be required to perform it if no such  succession  had
taken place.  Failure of the Bank to obtain such  assumption and agreement prior
to the  effectiveness  of any such succession will be a breach of this Agreement
and will entitle  Executive to  compensation  in the same amount and on the same
terms to which Executive would be entitled hereunder if Executive terminates his
or her 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 Executive's termination. As used in
this agreement "the Bank" will mean "the Bank" 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.

     13) BINDING AGREEMENT.

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

     14) 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
Executive at the last address  Executive  has filed in writing with the Bank or,
in the case of the Bank,  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.

     15) 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  Executive  and the  Chairman  of the Board of the Bank.  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

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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
Pennsylvania  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 Bank that arise prior to the  expiration  of this
Agreement will survive the expiration of the term of this Agreement.

     16) 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.

     17) 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.

     18) EXPENSES AND INTEREST.

         If a good faith  dispute  arises  with  respect to the  enforcement  of
Executive's  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 Executive is the
prevailing party, Executive will recover from the Bank 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
Executive  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
Executive should have been made under this Agreement.  It is expressly  provided
that the Bank will in no event  recover  from  Executive  any  attorneys'  fees,
costs,  disbursements or interest as a result of any dispute or legal proceeding
involving the Bank and Executive.

     19) PAYMENT OBLIGATIONS ABSOLUTE.

         The Bank's  obligation  to pay Executive  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 Bank may
apply  amounts  payable  under this  Agreement  to any debts owed to the Bank by
Executive on the date of  Executive's  termination.  All amounts  payable by the
Bank in accordance with this Agreement will be paid without notice or demand. If
the Bank has paid Executive more than the amount to which  Executive is entitled

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under this Agreement, the Bank will have the right to recover all or any part of
such overpayment from Executive or from whomsoever has received such amount.

     20) ENTIRE AGREEMENT.

         This Agreement sets forth the entire  agreement  between  Executive and
the  Bank  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  Bank.  Any prior  agreements  or
understandings  with respect to the subject  matter set forth in this  Agreement
are hereby terminated and canceled.

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


                              FIRST NATIONAL BANK OF CHESTER COUNTY


                              By:  /s/ Deborah R. Pierce
                                   ---------------------------------------------
                                   Deborah R. Pierce
                                   Executive Vice President Human Resources





                                   ---------------------------------------------
                                   Tony Poluch
                                   Executive Vice President Business Development

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