THIS AGREEMENT, entered into as of this 30th day of September, 1997, by and between FIRST REPUBLIC
BANK, a Pennsylvania banking corporation ("Bank"), and GEORGE S. RAPP ("Executive"),
WHEREAS, Bank desires to employ Executive as Executive Vice President and Chief Financial and
Administrative Officer, subject to the terms and conditions of this Agreement, and
WHEREAS, Executive desires to be employed in such capacity by Bank;
NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby,
the parties agree as follows:
1. Term. This Agreement shall commence on September 30, 1997 and shall continue until terminated pursuant to
the terms hereof.
2. Duties and Employment. The Bank hereby employs Executive as Executive Vice President and Chief Financial
and Chief Administrative Officer of the Bank pursuant to the terms hereof. Executive shall faithfully perform such
duties as are customarily required of an Executive Vice President and Chief Financial and Chief Administrative
Officer and shall devote his entire time, energy and attention to those duties and to such other duties as may be
assigned to him by the President and the Board of Directors of the Bank (the "Board").
(a) Regular Compensation. For all services rendered by Executive under this Agreement, Bank shall pay
Executive in accordance with the normal payment practices of Bank an annual salary of One Hundred Twelve
Thousand Five Hundred 00/100 Dollars ($112,500.00) together with such interim increases during the term of
this Agreement approved by the Board or its compensation or similar committee provided that eligibility for such
increases in no way guarantees any such increases, the grantors or withholding of which is totally within the
discretion of the Board or its committees.
(b) Compensation Plans. Executive shall be eligible to partici