Fill and Sign the How Esops Profit Sharing Plans and Stock Bonus Plans Differ Form

RATIFICATION OF THESTOCK BONUS PLAN The Board of Directors has adopted the First West Chester Corporation Stock Bonus Plan (the "Stock Bonus Plan"). The text of the Plan is set forth in Exhibit A to this Proxy Statement. As of January 21, 1992, 4,329 shares of common stock and $74,561 in cash awards were granted under the Stock Bonus Plan for services rendered by the executive officers and other employees of the Corporation or the Bank during 1991. All common stock bonuses granted pursuant to the Stock Bonus Plan to the executive officers of the Corporation or the Bank, or both, are contingent upon ratification of the Stock Bonus Plan by the Shareholders. The purpose of the Stock Bonus Plan is to promote the interests of the Corporation by encouraging and enabling its employees and the employees of the Bank to acquire financial interests in the Corporation through the acquisition of shares of the Corporation's common stock. Under the Stock Bonus Plan, the Corporation may grant bonuses to its employees consisting of (i) shares of its common stock or (ii) shares of common stock and cash. The submission of the adoption of the Stock Bonus Plan for ratification by the Shareholders is not required by law or by the By-laws of the Corporation. The Board of Directors is nevertheless submitting it to the Shareholders to comply with Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") so that bonuses granted to the executive officers of the Corporation and the Bank will not be subject to certain short-swing profit recapture rules of the Exchange Act. An affirmative vote by the holders of a majority of the shares of common stock present at the Annual Meeting and entitled to vote thereon is necessary to ratify the Corporation's Stock Bonus Plan. If the Shareholders do not ratify the Stock Bonus Plan the Stock Bonus Plan will nevertheless be retained for all employees except executive officers and the Board of Directors wi ll consider other means to award bonuses to the executive officers of the Corporation and the Bank. The following summary of certain provisions of the Stock Bonus Plan is qualified in its entirety by reference to the copy of the Stock Bonus Plan attached hereto as Exhibit A. 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, are eligible to receive bonuses under the Stock Bonus Plan. Administration . Bonuses granted pursuant to the Stock Bonus Plan are made by a committee (the "Committee") appointed by the Board of Directors of the Corporation from among its members. With certain exceptions, members of the Committee cannot have been granted or awarded common stock pursuant to the Stock Bonus 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. The Committee determines the employees to whom, and the time or times at which, common stock bonuses are granted. The Committee, in its sole discretion, determines whether stock bonuses will be granted, the number of shares of common 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 awards made under the Stock Bonus Plan. The terms, conditions or restrictions applicable to bonuses made under the Stock Bonus Plan need not be the same for all recipients, nor for all bonuses. Common Stock Subject to the Stock Bonus Plan . The shares of common stock constituting the stock bonuses under the Stock Bonus Plan are purchased by the Corporation on the open market through an independent agent specified by the Corporation's Board of Directors. From time to time, but not more than once in any three-month period, the Committee determines the aggregate value of bonuses to be awarded pursuant to the Stock Bonus Plan for a particular fiscal period. The Committee authorizes the Agent to purchase a corresponding amount of shares of common stock.Transferability of Stock Bonus Shares . All shares of common stock received by employees pursuant to bonuses under the Stock Bonus Plan (except for shares received by executive officers) are freely transferable. Nevertheless, the shares of common stock granted to recipients may be subject to such terms and conditions as the Committee, in its sole discretion, determines appropriate, including, without limitation, restri ctions on the sale or other disposition of such shares of common stock, and the rights of the Corporation to reacquire such common stock upon termination of the recipient's employment within specified periods. Amendment of the Stock Bonus Plan . The Stock Bonus Plan is subject to amendment, termination or suspension as the Committee deems appropriate in its sole discretion; provided, however, that any material amendment of the Stock Bonus Plan will be effective only if approved by the Corporation's Shareholders. The Board of Directors recommends that the Shareholders vote FOR the ratification of the Stock Bonus Plan.