Exhibit 10.10


 


AMENDMENT TO CHANGE OF CONTROL AGREEMENT


 


THIS
AMENDMENT (the “Amendment”) is made as of December 30, 2008, by and
between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of
First Chester County Corporation, and a national banking association (the “Bank”“)
and Karen D. Walter (“Executive”).


 


BACKGROUND


 


WHEREAS,
the Bank and Executive entered into an agreement, dated as of    May 6, 2005 (the “Change of Control
Agreement”) under which Executive is entitled to certain payments and benefits
in connection with Executive’s termination of employment from the Bank in
certain circumstances (“Severance”);


 


WHEREAS,
it is in the best interests of Executive and the Bank to amend the Change of
Control Agreement to comply with final regulations issued by the Internal
Revenue Service under Section 409A of the Internal Revenue Code of 1986,
as amended, (the “Code”) in order for Executive to avoid the adverse tax
consequences that would arise from a failure to comply with Code Section 409A,
including the accelerated recognition of income by Executive and an imposition
of an additional 20% excise tax on Severance payable to Executive under the
Change of Control Agreement;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
hereinafter set forth, the parties, intending to be legally bound hereby amend
the Change of Control Agreement by eliminating Section 9 in its entirety
and replacing it with the following new Section 9:


 


9)                                     RESTRICTIONS AND LIMITATIONS.


 


For purposes of this Agreement, Executive’s
termination of employment shall mean Executive’s “separation from service” as
defined under Code Section 409A. 
Each payment under this Agreement that is determined to be subject to Section 409A
shall be treated as a separate payment. 
In no event may Executive, directly or indirectly, designate the
calendar year of any payment to be made under this Agreement.  Notwithstanding any provision of this
Agreement to the contrary, if Executive is a 
“specified employee” (as defined in Section 409A of the Code) as of
his “separation from service” (as defined in Section 409A of the Code),
then the payment of any amounts payable hereunder that are subject to Section 409A
of the Code shall be postponed in compliance with Section 409A (without
any reduction in such payments ultimately paid or provided to Executive) until
the first payroll date that occurs after the date that is six (6) months
following Executive’s “separation from service.”  Any such postponed payments shall be paid in
a lump sum to Executive on the first payroll date that occurs after the date
that is six (6) months following Executive’s “separation from service.”  If Executive dies during the postponement
period prior to the payment of the postponed amount, the amounts withheld on
account of Section 409A shall be paid to Executive’s estate within sixty
(60) days after the date of his death.


 


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


 


	
   

  	
  FIRST
  NATIONAL BANK OF CHESTER COUNTY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Kevin C. Quinn

  
	
   

  	
   

  	
        Kevin
  C. Quinn, President

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/
  Karen D. Walter

  
	
   

  	
   

  	
        Karen
  D. Walter