EMPLOYMENT AGREEMENT

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



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

between REPUBLIC FIRST BANCORP, INC., a Pennsylvania bank holding corporation

("Company"), and Robert D. Davis ("Executive").



         WHEREAS, Republic First Bank, a Pennsylvania banking corporation

("Bank"), is a wholly-owned subsidiary of the Company;



         WHEREAS, the Company desires to employ Executive as the President and

Chief Executive Officer of the Bank; and



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

Bank (Bank is sometimes hereinafter referred to as the "Employer"), 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 February 1, 2004

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

Paragraph 4 below.



         2. Duties and Employment. Company hereby employs Executive as President

and Chief Executive Officer of the Bank, pursuant to the terms hereof. Executive

shall faithfully perform such duties as are customarily required of a President

and Chief Executive Officer and shall devote his entire time, energy and

attention to those duties and to such other duties as may be reasonably assigned

to him by the Board of Directors of the Bank (the "Board") or its designee;

provided that, nothing contained herein shall prohibit Executive from making

personal investments (provided that such investments do not interfere with his

duties hereunder) or





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 participating or engaging in community, charitable and educational affairs that

 do not interfere with his duties hereunder.





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 Three Hundred and Thirty

Thousand Dollars ($330,000), 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 Bank for its 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 Compensation Committee of the Board. The Compensation Committee, 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 Compensation

Committee may take into account in its determinations the performance of the

Employer 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 Bank and the Company, in the

sole discretion and determination of the Compensation Committee of the Board,

achieving mutually agreed upon annual budgets based criteria, including by way

of illustration only for the Company, net income, stock price, new programs,

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