THIS AGREEMENT, entered into as of this 30th day of September, 1997, by and between FIRST REPUBLIC
BANK, a Pennsylvania banking corporation ("Bank"), and JEROME D. McTIERNAN ("Executive"),
WHEREAS, Bank desires to employ Executive as Executive Vice President subject to the terms of this
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. The Bank hereby appoints Executive as Executive Vice President of the Bank pursuant to the terms
hereof. Executive shall faithfully perform such duties as are customarily required of Executive Vice President 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 Chief Executive Officer 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 Thousand
and 00/100 Dollars ($100,000.00) 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 increase 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 participate in any bonus, stock purchase or grant, stock
option, deferred compensation or other compensation plans presently or hereafter maintained by the Bank for its
senior executives. El