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EXHIBIT A FIRST WEST CHESTER CORPORATION STOCK BONUS PLAN Purpose The purpose of the First West Chester Corporation Stock Bonus Plan (the "Plan") is to promote the interests of First West Chester Corporation (the "Corporation") by encouraging and enabling its employees and the employees of its subsidiary, The First National Bank of West Chester (the "Bank"), to acquire financial interests in the Corporation through the acquisition of shares of the Corporation's Common Stock, and by providing performance incentives to such persons. Under the Plan, the Corporation may grant bonuses to its employees consisting of shares of its Common Stock, par value $1.00 per share ("Stock") or shares of Stock and cash. A portion or all of the cash component, if any, of each bonus may be deducted from such bonus and withheld by the Corporation in order to satisfy any withholding obligation to which the Corporation may be subject under any federal, state or local tax law. Eligibility All employees of the Corporation and the Bank who have completed one full calendar year of active employment with the Corporation or the Bank, as the case may be, will be eligible to receive bonuses under the Plan. Administration The Plan will be administered by a committee (the "Committee") appointed by the Board of Directors of the Corporation from among its members, and shall be comprised of not less than two persons. With certain exceptions, as set forth in Rule l6b-3(c)(2)(i) under the Securities Exchange Act of 1934, as amended (the "Act"), members of the Committee shall not have been granted or awarded equity securities pursuant to the Plan or any other Plan of the Corporation during the one-year period prior to their service on the Committee or during their tenure on the Committee. No person, other than members of the Committee, shall have any discretion as to decisions regarding the Plan or the bonuses granted pursuant to the Plan. The Committee shall determine the employees (the "Recipients") to whom, and the time or times at which, Stock bonuses will be granted. The Committee, in its sole discretion, shall determine whether Stock bonuses will be granted, the number of shares of Stock and the amount of cash (if any) covered by, and the total value of, each bonus and other terms, conditions or restrictions applicable to Stock bonuses. The Stock is publicly traded, and the price of the shares of Stock awarded to employees in Stock bonuses will be determined on the open market. The terms, conditions or restrictions applicable to Stock bonuses granted under the Plan need not be the same for all Recipients nor for all bonuses. The Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan, and may make determinations and take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken by the Committee in regard to the Plan, including, but not limi ted to, interpretation of the Plan, shall be final and conclusive for all purposes and upon all persons, including, but not limited to, the Corporation, the Committee, the Recipients and the Board of Directors and employees of the Corporation and their respective successors and assigns. Stock Subject to the Plan The shares of Stock constituting the Stock bonuses under the Plan will be purchased by the Corporation, through an independent agent specified by the Corporation's Board of Directors (the "Agent"), on the open market. From time to time, but not more than once in any three-month period, the Committee will determi ne the aggregate value of bonuses to be awarded pursuant to the Plan for a particular fiscal period. Ile Committee will authorize the Agent to purchase a corresponding amount of shares of Stock on the open market. Transferabilty of Bonus Shares Prior to issuing Stock bonuses, the Corporation will register for resale the shares of Stock subject to such bonuses with the SEC. If such Stock is duly registered, all shares of Stock received by employees pursuant to Stock bonuses under the Plan (except for shares received by executive officers) will be freely transferable. Notwithstanding the foregoing, the shares of Stock granted to Recipients pursuant to Stock bonuses under the Plan may be subject to such terms and conditions as the Committee, in its sole discretion, determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares of Stock, and rights of the Corporation to reacquire such Stock upon termination of the Recipient's employment within specified periods. Officers' Shares All Stock bonuses granted pursuant to the Plan to the executive officers of the Corporation or the Bank, if granted prior to approval of the Plan by the Corporation's stockholders, shall be contingent upon the approval of the Plan by such stockholders, and none of such persons will be able to transfer shares received in bonuses under the Plan until after such approval. In addition to the foregoing, such persons will be required to hold the shares of Stock they receive in each bonus under the Plan for six months after the grant of such bonus. The Corporation intends that the Plan comply in all respects with the requirements of Rule 16b-3 under the Act. If any provision of the Plan is found not to be in compliance with such requirements, such provision will be deemed null and void. Amendment of Plan The Committee may terminate, suspend or amend the Plan, as the Committee deems appropriate in its sole discretion; provided, however, that any material amendment of the Plan will be effective only if approved by the Corporation's stockholders. General Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create or be construed to create a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Corporation and any Recipient or other person. No person shall have any claim or right to be granted any Stock bonus under the Plan, and no Recipient of such a grant shall have any right by reason of such grant to continued employment by the Corporation or the Bank. The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the Commonwealth of Pennsylvania and construed in accordance therewith. First West Chester Corporation 2/15/92