EMPLOYMENT AGREEMENT

                              --------------------



         THIS AGREEMENT, entered into as of this 22nd day of June 2004, by and

between First Bank of Delaware, a Delaware banking corporation ("Company") and

Harry D. Madonna ("Executive").



         WHEREAS, the Company desires to employ Executive as Chairman of the

Board of Directors, President and Chief Executive Officer of the Company; and



         WHEREAS, Executive desires to be employed in such capacities by the

Company subject to the terms and conditions of this Agreement;



         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 be effective as of January 1, 2005

("Effective Date") and shall continue until terminated as provided for in

Paragraph 4 below.



         2. Duties and Employment. Company hereby employ Executive as Chairman,

President and Chief Executive Officer of the Company pursuant to the terms

hereof. Executive shall faithfully perform such duties as are customarily

required of a Chairman, President and Chief Executive Officer and shall devote

his time, energy and attention to those duties and to such other duties as may

be reasonably assigned to him by the Board; provided that Executive may be

employed by a law firm in an "of counsel" or similar capacity and in that

capacity may bill clients of such law firm for up to twenty-five (25) billable

hours per month, and nothing contained herein shall prohibit Executive from

making personal investments (provided that such investments do not interfere

with his duties hereunder) or participating or engaging in community, charitable

and educational affairs that do not interfere with his duties hereunder.



<PAGE>





Executive may also serve as Chairman, President and Chief Executive Officer of

Republic First Bancorp, Inc. and Chairman of the Board of Directors of Republic

First Bank.



3. Compensation.



         (a) Regular Compensation. For all services rendered by Executive under

this Agreement, Employer shall pay Executive in accordance with the normal

payment practices of the Company an annual salary of Two Hundred Thousand

Dollars ($200,000), which base annual compensation shall increase by ten (10)

percent each year during the second and third years of this Agreement on the

anniversary date of the commencement of Executive's employment.



         (b) Stock and Deferred Compensation Plans. Executive shall be eligible

to participate in stock purchase, stock grant, stock option, deferred

compensation, retirement, savings, or other compensation plans presently or

hereafter maintained by the Company or the Banks for their senior executives.

Eligibility in no way guarantees Executive's receipt of any stock grant, stock

option or other compensation pursuant to such plans, which shall be in the sole

discretion of the respective Boards. The Board, or its designated committee or

officer, shall consider awarding any such bonus at least annually. While not

legally required to pay or give any such compensation, except as specifically

provided for in this Agreement, the Board may take into account in its

determinations the performance of the Employers and the Executive and the

general economic and competitive conditions as well as Executive's

responsibilities and other pertinent factors.



         (c) Bonuses. Executive shall also be able to earn an annual bonus based

on a percent of his annual base salary of a minimum of twenty-five (25) percent

of his then annual base salary, contingent upon the Company and/or the Del Bank,

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