UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
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Republic First Bancorp, Inc.
REPUBLIC FIRST BANCORP, INC.
(Name of Registrant as Specified in itsIn Its Charter)

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Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102
 

April ___, 2010
March 23, 2011


Dear Shareholder:

You are cordially invited to attend the 20102011 Annual Meeting of Shareholders of Republic First Bancorp, Inc., or the “Company,” to be held on Tuesday, May 11, 2010April 26, 2011 at 5:4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102.
 
At the annual meeting, shareholders will be asked to consider and vote upon the election of threetwo Class IIII Directors to the Company’s board of directors, to serve until the 20132014 annual meeting of shareholders and until their successors arehis successor is elected and qualify, a proposal to approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000, a proposal to adjourn the annual meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the timequalified, ratification of the annual meeting to approveappointment of ParenteBeard LLC as the proposal to increaseCompany’s independent registered public accounting firm for the authorized shares,fiscal year ending December 31, 2011, and any such other matters as may properly come before the meeting.
 
It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person. We urge you to mark, sign and date your proxy card today and return it in the envelope provided, even if you plan to attend the annual meeting. You may also vote by telephone or internet with the provided instructions.  This will not prevent you from voting in person, but will ensure that your vote is counted if you are unable to attend.
 
Enclosed with your proxy materials is a copy of our 20092010 Annual Report to Shareholders.
 
We look forward to seeing you at the meeting.
 

 
Very truly yours,
 
 
 
 Harry D. Madonna
 Chairman of the Board
 Chief Executive Officer

 
 
 
 

REPUBLIC FIRST BANCORP, INC.
Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102
_______________________
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2010
_______________________APRIL 26, 2011
 
NOTICE IS HEREBY GIVEN THAT the 20102011 Annual Meeting of Shareholders of Republic First Bancorp, Inc. (the “Company”) will be held on Tuesday, May 11, 2010,April 26, 2011 at 5:4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 to consider and act upon:
 
•               Election of three (3)two (2) Class IIII Directors of the Company, to serve until the 20132014 Annual Meeting of Shareholders and until their successors arehis successor is elected and qualify;qualified,

•               Proposal to approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000,
•  Proposal to adjourn the annual meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the timeRatification of the annual meeting to approveappointment of ParenteBeard LLC as the proposal to increaseCompany’s independent registered public accounting firm for the authorized shares,fiscal year ending December 31, 2011, and

•               Such other business as may properly come before the annual meeting.
 
Only shareholders of record of the Company at the close of business on March 11, 2010,15, 2011, are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.
 
All shareholders are cordially invited to attend the annual meeting.  Whether or not you plan to attend the annual meeting, please complete and sign the enclosed proxy card and return it promptly to the Company in the enclosed envelope, which requires no postage if mailed in the United States, or vote by telephone or internet.
 
If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors. If the annual meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend the reconvened annual meeting, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any other matter set forth in this Notice of annual meeting.
Important Notice Regarding Internet Availability of Proxy Materials for the Shareholders Meeting to be held on April 26, 2011
Our proxy statement, 2010 annual report to shareholders, and proxy card are available on the internet at http://www.cfpproxy.com/5412.  If you would like to receive proxy materials related to this or any future shareholders meetings, or any of the Company’s filings with the Securities and Exchange Commission or press releases, please email your request to llewis@rfbkonline.comllewis@myrepublicbank.com or call us at (215) 735-4422, ext. 5332.

 
 By Order of the Board of Directors
 
 
  
 /s/ Kemma BlackBrown
 Corporate Secretary
March 23, 2011
April ___, 2010

IT IS IMPORTANT THAT YOU VOTE PROMPTLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.  PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, OR VOTE BY TELEPHONE OR BY INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
 
 
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REPUBLIC FIRST BANCORP, INC.
Two Liberty Place, 50 S. 16th Street, Suite 2400
Philadelphia, Pennsylvania 19102
 
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 11, 2010APRIL 26, 2011
 
This proxy statement is being furnished to shareholders of Republic First Bancorp, Inc., referred to as “we”, “our”, “us”, or the “Company,”“Company”, in connection with the solicitation by the board of directors of the Company of proxies to be voted at the annual meeting of shareholders to be held at 5:4:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 on Tuesday, May 11, 2010,April 26, 2011, or such later date to which the annual meeting may be adjourned or postponed.
 
At the annual meeting, you will be asked to consider and vote upon the following matters:
 
•               Election of three (3)two (2) Class IIII Directors of the Company, to serve until the 20132014 Annual Meeting of Shareholders and until their successors arehis successor is elected and qualify;qualified,
 
•               Proposal to approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000,
•  Proposal to adjourn the annual meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the timeRatification of the annual meeting to approveappointment of ParenteBeard LLC as the proposal to increaseCompany’s independent registered public accounting firm for the authorized shares,fiscal year ending December 31, 2011, and
 
•               Such other business as may properly come before the annual meeting.
 
Information regarding the election of directors and other proposals is included in this proxy statement.  Shareholders should carefully read this proxy statement.
 
The first date on which this proxy statement and the enclosed form of proxy are being sent to the shareholders of the Company is on or about April ___, 2010.
March 29, 2011.
 
 
 
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TABLE OF CONTENTS
 
Forward-Looking Statementsiii
Information About Voting1
Proposal 1—Election of Directors3
Proposal 2—To Increase the Authorized Shares of Common Stock6
Proposal 3—To Adjourn the Annual Meeting, If Necessary74
Board of Directors and Committees8
Security Ownership of Certain Beneficial Owners and Management14
Executive Officers and Compensation1516
Certain Relationships and Related Transactions2731
Code of Ethics2832
Audit-Related InformationProposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm2832
Information Regarding Independent Registered Public Accounting Firm33
Section 16(a) Beneficial Ownership Reporting Compliance29
Equity Compensation Plan Information3035
Shareholder Proposals and Nominations for the 2011 Annual Meeting3035
Reports and Other Documents3136

 
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FORWARD-LOOKING STATEMENTS
 
This document contains forward-looking statements, in addition to historical information.  Forward looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
 
You should note that many factors, some of which are discussed in this document and in the documents we file with the Securities and Exchange Commission from time to time, could affect the future financial results of Republic First Bancorp, Inc. and its subsidiary, Republic First Bank (or the “Bank”), and could cause those results to differ materially from those expressed in the forward-looking statements contained in this document. These factors includeThe forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements.  For example, risks and uncertainties can arise with changes in:  (1) general economic conditions, including current turmoil in the financial markets and the efforts of government agencies to stabilize the financial system;  (2) the adequacy of our allowance for loan losses and our methodology for determining such allowance; (3) adverse changes in the Company’s loan portfolio and credit risk-related losses and expenses; (4) changes in interest rates; (5) business conditions in the financial services industry, including competitive pressure among fin ancialfinancial services companies, new service and product offerings by competitors, price pressures, and similar items; (6) deposit flows; (7) loan demand; (8) the regulatory environment, including evolving banking industry standards, changes in legislation or regulation; (9) impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act; (10) the Company’s securities portfolio and the valuation of its securities; (11) changes in accounting principles, policies and guidelines;guidelines as well as estimates and assumptions used in the preparation of the Company’s financial statements; (12) rapidly changing technology; (13) litigation liabilities, including costs, expenses, settlements and judgments; and (14) other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services and other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K, as well as other filings.2010.
 
Republic First Bancorp, Inc., referred to as “we” or the “Company,” cautions
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We caution that any forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which change over time, and we assume no duty to update forward-looking statements, except as may be required by applicable law or regulation.  We caution readers not to place undue reliance on any forward-looking statements.  These statements speak only as of the date made, and they advise readers that various factors, including those described above, could affect our financial performance and could cause actual results or circumstances for future periods to differ materially from those anticipated or projected.  Except as required by applicable law or regulation, we do not undertake, and specifically d isclaimdisclaim any obligation, to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
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INFORMATION ABOUT VOTING
 
How are proxies being solicited?
 
This proxy solicitation is being made by and at the direction of the board of directors of the Company, and wethe Company will pay all expenses relating to the solicitation.  In addition to the use of the mails, proxies may be solicited personally, by telephone or by other electronic means by officers, directors and employees of the Company and the Bank, who will not be compensated for such solicitation activities.  Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse those persons for their reasonable expenses.
 
What is on the agenda for the annual meeting?
 
The agenda for the annual meeting includes the election of threetwo Class IIII Directors to the Company’s board of directors, to serve until the 20132014 annual meeting of shareholders and until their successors arehis successor is elected and qualify, a proposal to approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000, a proposal to adjourn the annual meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the timequalified, ratification of the annual meeting to approveappointment of ParenteBeard LLC as the proposal to increaseCompany’s independent registered public accounting firm for the authorized shares,fiscal year ending December 31, 2011, and such other matters as may properly come before the annual meeting.  We are not aware of any such other matters that may properly come before the annual meeting at the present time.
 
Who can vote?
 
You can vote at the annual meeting if you are a holderOnly shareholders of our common stockrecord, as shown on the record date.  The record date istransfer books of the Company at the close of business on March 11, 2010.15, 2011 (the “Record Date”) will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.  Each share of common stock you own as of the record date entitles you to one vote for each director to be elected in the election of directors and one vote on any other matter as may properly come before the annual meeting.  As of March 11, 2010,15, 2011, there were 10,665,63525,972,897 shares of common stock outstanding and entitled to vote.
 
How do I vote if shares are held directly in my name?
 
If you hold your shares in certificate form and not through a bank, brokerage firm or other nominee, you may vote your shares in one of the following ways:
 
•               
Voting By Mail:  If you choose to vote by mail, complete the enclosed proxy, date and sign it, and return it in the postage-paid envelope provided.
 
•               
Voting By Telephone: If you choose to vote by telephone, call toll-free (866)246-8478 246-8478. Please note telephone votes must be cast prior to 3:00 a.m.,  EDT, April 26, 2011.
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•               
Voting By Internet:  If you choose to vote by internet, log onto https://www.proxyvotenow.com/frbkfrbk.  Please note internet votes must be cast prior to 3:00 a.m., EDT, April 26, 2011.
 
•               
In Person:  If you choose to vote in person, come to the annual meeting and cast your vote.  If you attend the annual meeting, you may vote your shares in person even if you have previously submitted a proxy.
 
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If you hold your shares in street name or through a bank, brokerage firm or other nominee, see “How do I vote if shares are hold in street name or through a bank, brokerage firm or other nominee?” for instruction on how to vote your shares.
 
How do I vote if shares are held in street name or through a bank, brokerage firm or other nominee?
 
If you hold your shares in street name or through a bank, brokerage firm or other nominee, you will need to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance with the voting instruction form provided to you by your bank, brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares at the annual meeting.  Only with a legal proxy from your bank, brokerage firm or other nominee can you cast your vote in person at the annual meeting.
 
How will my proxy be voted?
 
UnlessIf you indicate differently onsubmit a signed proxy card or submit your proxy we plan toby telephone or the internet but do not indicate how you want your shares voted, the persons named in the enclosed proxy will vote signed and returned proxiesyour shares of common stock FOR the election of each of the board’s director nominees named in this proxy statement, FOR the proposal to increaseratification of the authorized sharesappointment of common stock,ParenteBeard LLC as independent registered public accounting firm for the fiscal year ending December 31, 2011, and FOR the proposal to adjourn the annual meeting, if necessary. With respect to any other matter that properly comes before the annual meeting, the persons named in the enclosed proxy will vote your shares of common stock in their discretion in accordance with their best judgment and in the manner they believe to be in the best interest of the Company.  If you hold your shares of the Company’s common stock in “street name” (that is, through a broker or other nominee) and fail to instruct your broker or nominee as to how to vote your shares of common stock on the election of directors, your broker or nominee cannot vote your shares in the election of directors,directors. If you hold your shares in “street name” and fail to instruct your broker or nominee as to how to vote your share of common stock on the ratification of the appointment of ParenteBeard LLC as independent registered public accounting firm for the fiscal year ending December 31, 2011, your broker or other proposalsnominee has discretionary voting authority to vote your shares on the agenda, or upon any other matter to properly come before the annual meeting.  At or after the annual meeting, a judge or judges of election will tabulate ballots cast by shareholders present and voting in person and votes cast by proxy.such proposal.

What is a broker non-vote?
 
A broker non-vote occurs when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the annual meeting and the bank or brokerage firm is not permitted to vote those undirected shares on specified matters under applicable stock exchange rules.  Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters (so-called “broker non-votes”) and will not be counted in determining the number of shares necessary for approval..  Broker non-votes are not considered to be votes cast and, therefore, generally have no effect on the outcome of elections of directors or other matters submitted to the shareholders.  Any broker non-votes will effectively be a vote against the proposalshareholders and subject to increase the authorized shares of common stock, however, because that proposal requires the affirmative vote of at least sixty percent (60%) of theapproval based on votes entitled to be cast (as opposed to actual votes cast) for approval.cast.  Shares represented by “broker non-votes” will be counted, however, in determining the number of shares of common stock represented in person or by proxy and entitled to vote.
 
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Can I revoke my proxy or change my vote after submitting my proxy?
 
Yes.  Any shareholder giving a proxy has the right to attend the annual meeting and vote in person.  A proxyProxies may be revoked at any time prior to being voted at the annual meeting ifmeeting.  You may revoke a later-dated proxy before its exercise by filing written notice of revocation with our Secretary before the annual meeting. After voting, you may change your vote one or more times by completing and returning a written revocationnew proxy to our Secretary, by voting again by Internet or telephone as described in this Proxy Statement, or by voting in person at the annual meeting.  You may request a new proxy card from our Secretary.  The last vote received chronologically will supersede any prior votes. The deadline for registered shareholders to change their vote by Internet or telephone is sent3:00 a.m., EDT, on April 26, 2011. All requests and correspondence with our Secretary should be mailed to the Company atRepublic First Bancorp, Inc., Two Liberty Place, 50 S. 16th16th Street, Suite 2400, Philadelphia, PAPennsylvania 19102, Attention: Kemma Black, Corporate Secretary, and received prior to the annual meeting.  In addition, a proxy may be revoked at the annual meeting by filing a later-dated proxy or by filing a written notice of such revocation with the Secretary of the Company at the annual meeting prior to the voting of such proxy.Brown, Secretary.
 
What constitutes a quorum at the annual meeting and how are votes counted?meeting?
 
We need a quorum of shareholders to hold a valid annual meeting.  A quorum will be present if at least a majority of the outstanding shares of common stock are represented in person or by proxy at the
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annual meeting.  Abstentions and broker non-votes are counted as present for the purpose of establishing a quorum.  If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors.  If the annual meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned annual meeting, even though they do not constitute a quorum as described above at the adjourned meeting, will constitute a quorum for the purpose of acting on any matter described in the Notice of annual meeting.

How can I obtain directions to attend the annual meeting and vote in person?
The annual meeting will be held at The Union League of Philadelphia which is located at 140 South Broad Street, Philadelphia, PA, 19102. You may obtain directions to The Union League by contacting their office during regular business hours at (215) 563-6500 or by accessing the Union League’s website at http://www.unionleague.org and clicking on the “Directions and Parking” link at the bottom of the webpage. The information on this website is not incorporated into this proxy statement and is an inactive textual reference only.
 
How many votes are required for the election of directors?
 
Directors are elected by a plurality vote of shares of common stock cast in person or by proxy at the annual meeting, provided a quorum is present.  A “plurality” means that the individuals who receive the largest number of affirmative votes cast are elected as directors up to the maximum number of directors to be chosen at the annual meeting.  Because the election of directors is based on a plurality of the votes cast, abstentions and broker non-votes have no effect on the outcome of the vote.  Votes that are withheld from a director nominee will be excluded entirely from the vote for such nominee and will have no effect on the result.  Shareholders are not entitled to cumulative voting in the election of directors.
 
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How many votes are required for approvalthe ratification of the proposal to increaseappointment of ParenteBeard LLC as the authorized shares of common stock?Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011?
 
Pursuant to an express provision of our articles of incorporation, theThe proposal to increaseratify the authorized sharesappointment of common stockParenteBeard LLC as the Company’s independent registered public accounting for the fiscal year ending December 31, 2011 will be approved if at least sixty percent (60%)a majority of the votes entitled to be cast are voted FOR the proposal.  Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes castrepresented in person or proxy at the annual meeting abstentions and entitled to vote are voted FOR the proposal.  Abstentions, but not broker non-votes, will effectively behave the same legal effect as votes against the proposal to increase the authorized shares of common stock.proposal.
 
How many votes are required for approval of the proposal to adjourn the annual meeting, if necessary?
 
The proposal to adjourn the annual meeting, if necessary, will be approved if a majority of the votes castrepresented in person or proxy at the annual meeting and entitled to vote are voted FOR the proposal.  Abstentions, andbut not broker non-votes, on such other proposals arewill have the same legal effect as a vote against the proposal to adjourn the annual meeting.  Broker non-votes will not considered votes cast and,count as  such, have no effect on the approval ofa vote against the proposal to adjourn the annual meeting.
 
How many votes are required for any other proposals that may properly come before the annual meeting?
 
AnyGenerally, any other proposals that may properly come before the annual meeting will be approved if a majority of the votes castat the annual meeting and entitled to vote thereon are voted in favor of the action, unless the question is one upon which a larger or different vote is requiredotherwise provided by express provision of law or by our articles of incorporation or our bylaws. Abstentions, andbut not broker non-votes, on suchwill have the same legal effect as votes against any other proposals areproposal. Broker non-votes will not consideredcount as votes cast onagainst any proposal at the proposals and, as such, have no effect on the approval of the proposals.annual meeting.
 
PROPOSAL 1
 
ELECTION OF DIRECTORS
 
The Company’s by-laws provide that the board may consist of not less than five directors and not more than 25 directors, classified into three classes, as nearly equal in number as possible, with the specific number of directors fixed from time to time by resolution of the board.  The members of one class of directors are elected at each annual meeting and each class of directors serves for approximately three years.  The classes of directors have been designated as “Class I,” “Class II” and “Class III.”
 
The board has fixed the number of directors at seven.  Currently, the Class I Directors areDirector is Harry D. Madonna and William W. Batoff;Madonna; the Class II Directors are Robert J. Coleman and Harris Wildstein, Esq.; and the Class III Directors are Neal I. Rodin, Barry L. Spevak and Theodore J. Flocco, Jr.  During
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 2009, 2010, and until February 21, 2010,January 15, 2011, the board was comprised of eightseven directors.  On February 21, 2010,January 15, 2011, however, LyleWilliam W. Hall, Jr.,Batoff, a member of the board of directors of the Company and an independent director, passed away unexpectedly. Mr. HallBatoff had been a Class III Director.  As discussed below, the board has nominated Brian P. Tierney to fill the Class I vacancy.
 
The incumbent Class I Directors will continue in office until the Company’s 2011 Annual Meeting of Shareholders and the incumbent Class II Directors will continue in office until the Company’s 2012 Annual Meeting of Shareholders and the incumbent Class III Directors will continue in office until the Company’s 2013 Annual Meeting of Shareholders.  All directors will hold office until the annual meeting of shareholders at which their terms expire and until the elections and qualifications of their successors.
 
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Upon the recommendation of the nominating and governance committee of our board of directors, our board has nominated Theodore J. Flocco, Jr., Neal I. Rodin, and Barry L. SpevakHarry D. Madonna for reelection as a Class III Directors,I Director to serve until the Company’s 20132014 annual meeting of shareholders and thereafter until their successors arehis successor is elected and qualify.  All of the director nominees havequalified.  Mr. Madonna has agreed to stand for election.  In the event, however, that, one or more director nominees, for any reason, becomeMr. Madonna becomes unavailable for election or service as directors,director, the board may designate a substitute nominee or nominees to replace him or them and the persons designated in the enclosed proxy will vote for the election of such other person or persons as the board may recommend.
Upon the recommendation of the nominating and governance committee of our board of directors, our board has nominated Brian P. Tierney for election as a Class I Director to serve until the Company’s 2014 annual meeting of shareholders and thereafter until his successor is elected and qualified.  Mr. Tierney has agreed to stand for election.  In the event, however, that, for any reason, Mr. Tierney becomes unavailable for election or service as director, the board may designate a substitute nominee to replace him and the persons designated in the enclosed proxy will vote for the election of such other person as the board may recommend.

The specific backgrounds and qualifications of our current directors and director nominees are reflected in each person’s biography below.
 
Director Nominees
 
The following individuals have been nominated for election to the board as Class IIII Directors, each of them to serve until the 20132014 Annual Meeting of Shareholders and until his successor is elected and qualifies.qualified.
Harry D. Madonna, age 68, has been Chairman and Chief Executive Officer of the Company and Republic since 1988.  Mr. Madonna also has served as Executive Chairman of First Bank of Delaware since 1999 and served as its Chief Executive Officer from January 2002 until July 2008.  Mr. Madonna was counsel to Spector Gadon & Rosen, PC, a general practice law firm located in Philadelphia, Pennsylvania from January 1, 2002 until June 30, 2005 and prior to that, was a partner of Blank Rome LLP, a law firm located in Philadelphia, Pennsylvania from 1980 until December 2001.  Mr. Madonna’s background as an attorney and years of experience with the Bank provides him with the skills to lead the Board and the Company.  Mr. Madonna’s position within the Company and Republic also provides him with intimate knowledge of our business, results of operations and financial condition.  Further, as the Chief Executive Officer and Chairman, Mr. Madonna acts as the liaison between the directors and management, and assists the Board in its oversight of the Company.

Brian P. Tierney, 54, has served as President and Chief Executive Officer of Real Time Media, an interactive marketing services agency, since November 2010. He was Publisher of the Philadelphia Inquirer and Daily News and Chief Executive Officer of its parent company, Philadelphia Media Holdings LLC, from June 2006 and August 2006, respectively, until October 2010. In February 2009, Philadelphia Newspapers LLC, a subsidiary of Philadelphia Media Holdings LLC, filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy code and emerged from bankruptcy in October 2010. He previously served as Chairman and Chief Executive Officer of Tierney Holdings LLC, a private investment firm. From June 2004 to March 2005, he was Vice Chairman of Advanta Corp. Prior to that, he was the founding partner of T2 Group, a public relations firm, from November 2003 until it was sold to Advanta Corp. Mr. Tierney serves on a variety of civic, educational and charitable boards of directors, including the board of directors of Nutrisystem, Inc. Mr. Tierney has a strong corporate leadership background, having served as Chief Executive Officer and having held additional management positions at several companies.  His service as a member of another public company board and other boards of directors also provides insight on corporate governance issues.

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Continuing Directors
Each of the following individuals is an incumbent director who will continue to serve as a director of the Company until the end of his respective term or until a successor is elected and qualified.
Class II Directors
Robert J. Coleman, age 74, has been a director of the Company and the Bank since April 2003.  He has also been the Chairman and Chief Executive Officer of Marshall, Dennehey, Warner, Coleman & Goggin, a defense litigation law firm, since 1974.  Mr. Coleman’s background as an attorney offers the Board valuable experience in legal matters (although he does not render the Company legal advice) and general business knowledge.
Harris Wildstein, Esq., age 65, has been a director of the Company and the Bank since 1988.  Mr. Wildstein has also been a director of the First Bank of Delaware since 1999.  Since September 2004, Mr. Wildstein has been an owner and officer of Lifeline Funding, LLC, a pre-settlement funding organization.  He has been the Vice President of R&S Imports, Ltd., an automobile dealership, since 1977, and President of HVW, Inc., an automobile dealership, since 1982.  Mr. Wildstein’s background in owning and managing multiple businesses has made him sophisticated in the analysis financial matters and offers the Board insight into understanding the many customers that the Bank serves today.  Mr. Wildstein also provides the Board with valuable leadership and management perspectives and business acumen.
Class III Directors
 
Theodore J. Flocco, Jr., C.P.A., age 65,66, has been a director of the Company and the Bank since June 2008.  Before his retirement from Ernst & Young LLP, Mr. Flocco was Senior Audit Partner and advised many of the largest SEC regulated clients of the Philadelphia office for more than 35 years, including several regional and local banks. In June 2008, Mr. Flocco’s appointment to the board of directors resulted from investments byFlocco, Vernon W. Hill, II, founder and chairman (retired) of Commerce Bancorp, and a group of three other investors, including Mr. Flocco,Madonna’s family trust, invested in a private placement of $10.8 million of convertible trust preferred securities sponsored by the Company.  In connectionSimultaneously with thethose investments, Mr. Hillwe entered into a consulting agreement with the CompanyMr. Hill which, among other things, provides Mr.Mr Hill the right to designate one individual to the board of directors of the Company and the Bank, and for the nomination and recommendation of his designee in elections of directors by our shareholders, in each case subject to our articles of incorporation and bylaws, and any applicable director qualification standards.  One June 17, 2008, Mr. Flocco, isas Mr. Hill’s designee, for that position.was appointed to the board as a Class III Director. He has subsequently been elected by the Company’s shareholders at the 2010 annual meeting of shareholders.  Mr. Flocco has experience in the banking, mutual fund, real estate and manufacturing and distribution industries. His responsibilities at Ernst & Young LLP included consulting with senior executives and directors of companies on accounting and strategic business issues, mergers and acquisitions, public offerings and SEC registrations. He has extensive experience in the public offering market, having spearheadedlead more than 100 public equity and debt offerings.  We believe that Mr. Flocco’s experience in public accounting and SEC matters provides the Board with depth in matters related to accounting, SEC financial reporting and shareholder communication.communication and also qualifies him as a financial expert to serve on the Board’s audit committee.
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Neal I. Rodin, age 64,65, has been a director of the Company and the Bank since 1988.  Mr. Rodin has been the Managing Director of the Rodin Group, an international real estate investment company, since 1988, and has been the President of IFC, an international financing and investing company, since 1975.  Mr. Rodin’s background in real estate and financing makes him an invaluablea valuable resource to the Board on matters relating to the loan portfolio, specifically on issues concerning commercial real estate loans and related matters.
 
Barry L. Spevak, age 49,50, has been a director of the Company and the Bank since April 2004.  He has also been a partner with Miller Downey Spevak Kaffenberger, Limited, a certified public accounting firm, since 1991 and serves onhas previously served as the board of directorstreasurer of the Recording for the Blind and Dyslectic.Dyslexic.  Mr.
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Spevak’s experience as a certified public accountant qualifies him as a financial expert and he serves onhis financial accounting background provides the Board’s audit committee.board with an understanding of financial statements, accounting and operational and financial controls. He also provides the Company with general business knowledge.
Continuing Directors
Each of the following individuals is an incumbent director who will continue to serve as a director of the Company until the end of his respective term or until his successor is elected and qualifies.
Class I Directors
Harry D. Madonna, age 67, has been Chairman and Chief Executive Officer of the Company and Chairman of the Bank since 1988.  Mr. Madonna was Chief Executive Officer of the Bank from 1988 until December 2006 and resumed the title of Chief Executive Officer of the Bank in June 2009.  Mr. Madonna has been Chairman of the Board of Directors of First Bank of Delaware since 1999 and was its Chief Executive Officer from 1999 until July 2008.  Mr. Madonna was counsel to Spector Gadon & Rosen, PC, a general practice law firm located in Philadelphia, Pennsylvania from January 1, 2002 until June 30, 2005 and prior to that, was a partner of Blank Rome Comisky & McCauley LLP, a general practice law firm located in Philadelphia, Pennsylvania from 1980 unt il December 2001.  Mr. Madonna’s background as an attorney and years of experience with the Bank provides him with the skills to lead the Board and the Company.
William W. Batoff, age 75, has been a director of the Company and the Bank since 1988 and a director of First Bank of Delaware since 1999.  Since 1996, he has been the Managing Director of William W. Batoff Associates, a government relations consulting firm.  Prior to that, Mr. Batoff was a senior consultant of Cassidy & Associates, a government relations consulting firm, since 1992, and has been a Presidential Appointee to the Advisory Board of the Pension Benefit Guarantee Corporation (PBGC) a United States Government Agency.  We believe Mr. Batoff’s many years of experience in consulting and government relations provide a resource to assist the Board with properly managing and consistently meeting the Company’s regulatory responsi bilities.
Class II Directors
Robert J. Coleman, age 73, has been a director of the Company and the Bank since April 2003.  He has also been the Chairman and Chief Executive Officer of Marshall, Dennehey, Warner, Coleman & Goggin, a defense litigation law firm, since 1974.  Mr. Coleman’s background as an attorney offers the Board valuable experience in managing through the complexities of handling of commercial customer relationships.
Harris Wildstein, Esq., age 64, has been a director of the Company and the Bank since 1988.  Since 1999, Mr. Wildstein has been a director of the First Bank of Delaware.  Since September 2004, Mr. Wildstein has been an owner and officer of Lifeline Funding, LLC.  He has been the Vice President of R&S Imports, Ltd., an automobile dealership, since 1977, and President of HVW, Inc., an automobile dealership, since 1982.  We believe Mr. Wildstein’s background in owning and managing multiple businesses offers the Board tremendous insight into understanding the many customers that the Bank serves today.
 
As noted above, Messrs. Madonna, Batoff, and Wildstein are members of First Bank of Delaware’s board of directors and Mr. Tierney is a member of Nutrisystem, Inc.’s board of directors.  First Bank of Delaware and Nutrisystem, Inc. are public companies.  First Bank of Delaware’s class of common stock is registered with the Federal Deposit Insurance Corporation, or “FDIC,” pursuant to section 12 of the Securities Exchange Act of 1934, as amended.  Mr. Rodin and Mr. Batoff are brothers-in-law.
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Recommendation
 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF ITSOUR NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE UNTIL THE 20132014 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIES.QUALIFIED.
PROPOSAL 2
TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
FROM 20,000,000 TO 50,000,000
At the annual meeting, shareholders will be asked to vote upon a proposal to approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000.  Our board of directors has approved the proposed amendment, and is submitting it to a vote of the shareholders, together with its recommendation that the proposed amendment be approved.
Currently, we are authorized to issue 20,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per share.  As of March 19, 2010, 10,665,635 shares of our common stock were issued and outstanding, 1,540,000 shares were reserved for issuance under our equity compensation plan, and 1,661,538 shares were reserved for issuance upon conversion of certain convertible securities.  As a result, only 6,132,827 shares of common stock were authorized, unissued and unreserved.  As of March 19, 2010, no shares of our preferred stock were issued and outstanding.
The proposed amendment would affect the increase in the authorized shares of common stock by amending Article V, Paragraph A of our articles of incorporation to read, as set forth in full:
“A. 50,000,000 shares of common stock with a par value of $.01 per share.”
The additional shares of common stock, when issued, would have the same rights and privileges as the shares of common stock now issued. There are no preemptive rights relating to the common stock.  As such, any issuance of additional shares of common stock would increase the number of outstanding shares of common stock and (unless such issuance was pro-rata among existing shareholders) the percentage ownership of existing shareholders would be diluted accordingly.
Our board of directors believes that an increase in the authorized number of shares of common stock to 50,000,000 shares will provide us with greater flexibility to issue common stock in connection with future stock issuances to meet capital needs or enhance our capital resources, stock splits, stock dividends, and other proper corporate purposes, including acquisitions and recapitalizations.  The additional authorized shares would be available for issuance from time to time at the discretion of the board of directors when opportunities arise, without further shareholder action or the related delays and expenses, except as may be required for a particular transaction by law, the rules of the NASDAQ Stock Market (or other exchange on which our securities may be listed), or other agreements or restrictions.
Our board of directors is currently evaluating the desirability of raising new capital and the terms of any such financing, although no definitive plans have been established to date.  Potential transactions include public or private capital-
 
 
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raising transactions in which shares of common stock, convertible preferred stock, convertible debt or other securities are issued.  There is no assurance that any capital-raising transaction will be undertaken.
Recommendation
OUR BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT IS IN THE BEST INTERESTS OF THE COMPANY AND OUR SHAREHOLDERS, AND RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 50,000,000.
PROPOSAL 3
TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE THE PROPOSAL TO INCREASE THE AUTHORIZED SHARES
In the event that there are not sufficient votes to constitute a quorum or to approve the proposal to increase the authorized shares of common stock at the annual meeting, the proposal could not be approved unless such meeting was adjourned or postponed to a later date or dates in order to permit further solicitation of proxies.  In order to allow proxies that have been received by us at the time of the annual meeting to be voted for adjournment or postponement, you are being asked to consider a proposal to approve the adjournment or postponement of the annual meeting, if necessary or appropriate, including to permit further solicitation of proxies if necessary to obtain additional votes in favor of the proposals.
If there are sufficient votes to constitute a quorum and approve the proposal to increase the authorized shares of common stock at the annual meeting, the chairman of the annual meeting may determine that no action will be taken on the proposal to adjourn.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE THE PROPOSAL TO INCREASE THE AUTHORIZED SHARES.
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BOARD OF DIRECTORS AND COMMITTEES

Director Independence
 
The Company’s common stock is listed on the NASDAQ Global Market and the Company’s board of directors has determined the independence of the members of its board and committees under the NASDAQ listing standards.  The Company’s board of directors determined that under NASDAQ independence standards Messrs. Batoff, Coleman, Flocco, Rodin, Spevak and Wildstein, constituting a majority of the members of the Company’s board of directors, are independent, and that all of the members of the audit, nominating and governance and compensation committees are independent.  Mr. Batoff, who was a member of the board of directors until his unexpected passing earlier this year, was also independent. The Company’s board of directors has determined, that, if elected, Mr. Tierney would be an independent director.  The Company’s only director who was determined to not be independent was Mr. Madonna.  In determining the independence of Mr. Flocco, the board considered athe consulting arrangement Mr. Flocco had with the Company prior to 2010 pursuant to which Mr. Flocco earned $32,500 during 20 082008 and $14,200 during 2009.
 
             Several factors ensure that weThe Board does not have a strong and independent board of directors. In addition,policy regarding the Nominating Committee and our Board have assembled a Board comprised of talented and dedicated directors with a wide range of expertise and skills. The Board regularly meets in executive session without management present. The lead director presides at these meetings and provides the Board’s guidance and feedback to Mr. Madonna. Further, the Board has complete access to our Company’s management team. Finally, Mr. Madonna prepares the initial draftseparation of the agenda for each Board meeting. These are provided to the directors well in advanceroles of Chief Executive Officer and Chairman of the Board meeting and directors are encouragedas the Board believes it is in the best interests of the Company to suggest items for inclusionmake that determination based on the agendaposition and may raise subjects not specifically on it.

            The positions of Chairmandirection of the Company and the membership of the Board.  Accordingly, the Board periodically reviews its leadership structure.  Currently, the Board believes that the Company’s President and Chief Executive Officer are held by Mr. Madonna.is best situated to serve as Chairman of the Board.  We believe this Board leadership structure is appropriate for our Company, in that the combined role of President and Chairman of the Board and Chief Executive Officer promotes unified leadership and direction for our Company, allowing for a single, clear focus for management to execute the Company’s strategy and business plan. The Board believes that the Company’s Chief Executive Officer is best situated to serve as chairman of the board because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of our corporate strategy.  Independent directors and management have different views and roles in the development of a strategic plan.  The Company’s independent directors bring experience, oversight and expertise from outside the Company and often the industry, while the Chief Executive Officer brings Company-specific and industry-specific experience and expertise.  The Board believes that the combined role of chairman and President and Chief Executive Officer promotes efficiency, strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance.

We have a relatively small board, a majority of which is independent under the listing standards of the Nasdaq Global Market.  Each independent director has direct access to our Chairman of the Board, President and Chief Executive Officer, as well as other members of the senior management team.  We believe that having such direct access makes the separation of the principal executive officer and board chairman positions unnecessary.  The independent directors also regularly meet in executive session without management present.

            Our Board of Directors oversees the Company’s risk management, satisfying itself that our risk management practices are consistent with our corporate strategy and are functioning appropriately. While a degree of risk is inherent in any business activity, the Board strives to ensure that risk management is incorporated into the Company’s culture, and to foster risk-aware and risk-adjusted decision-making throughout the organization. OurWe believe our risk management processes are set up to bring to the Board’s attention our most material risks, and permit the Board to understand and evaluate how those risks interrelate and how management addresses them.
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            Our Board performs its risk oversight function in several ways. The Board establishes standards for risk management by approving policies that address and mitigate the Company’s most material risks. These include policies addressing credit risk, interest rate risk, capital risk, and liquidity risk, as well as Bank Secrecy Act/Anti-Money Laundering compliance. The Board also monitors, reviews, and reacts to our risks through various reports presented by management, internal and external auditors, and regulatory examiners.  The Board conducts certain risk oversight activities through its various committees which have direct oversight over specific functional areas.  Our asset/liability committee, or ALCO, is also comprised of directors and members of senior management, and has primary responsibility for risks associated with our exposure to fluctuations in interest rates and our liquidity needs.  Our audit committee is responsible for risks associated with our financial reporting and internal controls, and our compensation committee is responsible for risks associated with our compensation practices.

Meetings of the Board and Attendance
 
During 2009,2010, the directors held nine8 board meetings.  All of the directors attended at least 75% of all of the meetings of the board and the meetings of all committees of the board on which such director
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served. We encourage all incumbent directors and nominees for election as directors to attend our annual meetings, and sixall of our directors attended our 2009the 2010 annual meeting of shareholders.
 
Board Committees
 
The Company’s board of directors conducts much of its business through committees, including a standing audit committee, nominating and governance committee and compensation committee.
 
Audit Committee
 
The boardBoard of directorsDirectors of the Company has designated a standing audit committee.  Messrs. Flocco (chair), BatoffSpevak and SpevakWildstein serve as members of the audit committee.  Prior to his death, Mr. HallBatoff served on the Audit Committee.  In January 2011, Mr. Wildstein was appointed to serve on the chairman of the audit committee at the time of his unexpected passing on February 21, 2010.Audit Committee to fill that vacancy.
 
All members of the audit committee are independent under NASDAQ listing standards, including the independence criteria applicable to audit committee members.  Although Mr. Flocco received certain consulting fees during 2008 and 2009, as discussed, above, he has been determined to be independent under NASDAQ independence standards, and his consulting arrangement was terminated prior to Mr. Flocco’s appointment to the audit committee.  The board of directors has determined that both Mr. Flocco and Mr. Spevak qualify as audit committee financial experts, as defined in SEC rules and regulations, and as financially sophisticated audit committee members, under NASDAQ rules. Mr. Wildstein’s background and experience have made him capable of comprehending and understanding all financial matters reviewed by the audit committee as well.
 
The audit committee held seven11 meetings during 2009,2010, and it operates under a written charter approved by the board.  A copy of the audit committee’s charter is available on the Company’s website at www.rfbkonline.com.www.myrepublicbank.com.  The purposesresponsibilities of the audit committee are to:to, among others:
 
•              assist the board in itsBoard of Directors with the oversight of the integrity of the Company’s financial statements and internal controls,  the Company’s compliance with legal and regulatory requirements, the independent auditors’registered public accounting firm’s qualifications and independence and  the performance of the Company’s internal audit function and the independent auditors,registered public accounting firm;
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•              establish procedures for receipt, retention, and the Company’s managementhandling complaints regarding accounting, internal accounting controls, and auditing matters, including procedures for confidential, anonymous submission of market, credit, liquidityconcerns by employees regarding accounting and other financial and operational risks;auditing matters;
 
•              decide whetherretain (subject to appoint, retain or terminateratification by the Company’s shareholders), evaluate, and, where appropriate, replace the independent auditors, set the independent auditor’s compensation, oversee the work of the independent auditor and to pre-approve all audit audit-related and other services if any, to be provided by the independent auditors;auditor;
•              review with the independent auditor and members of management conducting the internal audit  the adequacy and effectiveness of the systems of internal controls, accounting practices, and disclosure controls and procedures of the Company and current accounting trends and developments, and take such action with respect thereto as may be deemed appropriate;
•              make a recommendation to the Board as to whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K ;
 
•              prepare the report required to be prepared by the audit committee pursuant to the rules of the Securities and Exchange Commission, or “SEC,” for inclusion in the Company’s annual proxy statement.statement; and
•              approve in advance the public release of all financial information.
 
Audit Committee Report
 
The audit committee of the Company’s board of directors is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls.
 
Management is responsible for the Company’s internal controls and financial reporting process.  The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon.  The audit committee’s responsibility is to monitor and oversee these processes.
 
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In connection with these responsibilities, the audit committee has reviewed and discussed the audited consolidated financial statements of the Company at and for the year ended December 31, 2009,2010, with management.  The audit committee discussed with ParenteBeard, LLP,LLC, the Company’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended.  The audit committee has received the written disclosures and the letter from ParenteBeard, LLPLLC required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1, “Independence Discussionsregarding its communications with Audit Committees,” as in effect,the audit committee concerning independence, and has discussed with ParenteBeard, LLPLLC its independenceindependence.
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Based upon the audit committee’s review and discussions with management and the independent accountantsregistered public accounting firm referred to above, the audit committee recommended to the board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009,2010, for filing with the Securities and Exchange Commission.
 

 
Respectfully submitted,
 
 Theodore J. Flocco, Jr.
William W. Batoff (Chair)
 Barry L. Spevak
 
March 16, 2010Harris Wildstein

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Audit Committee Report shall not be incorporated by reference into any such filings nor shall they be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
 
Compensation Committee
 
Messrs. BatoffSpevak (chair), Rodin and RodinFlocco serve as members of theour compensation committee.  Mr. HallBatoff was a member and the chair of the compensation committee at the time of his unexpected passing on February 21, 2010.January 15, 2011. The compensation committee operates under a written charter approved by the board.  A copy of the compensation committee’s charter is available on the Company’s website at www.myrepublicbank.com.  The charter provides, among other things, that the compensation committee be comprised of at least three members.
 
All members of the compensation committee have been determined by the board to be independent under NASDAQ listing standards, “non-employee directors,” as defined in SEC Rule 16b-3, and “outside directors,” as defined for purposes of Internal Revenue Code Section 162(m).  The compensation committee held five8 meetings in 2009.  The compensation committee operates under a written charter approved by the board.  A copy of the compensation committee’s charter is available on the Company’s website at www.rfbkonline.com.2010.  The compensation committee’s responsibilities include, among others, the following.following:
 
•               Reviewreview and approve on an annual basis the corporate goalsCompany’s overall compensation philosophy and objectives with respect tooverseeing the administration of related compensation for the chief executive officer.and benefit programs, policies and practices;
 
•               Evaluate at least annuallyset the chiefcompensation of the Chief Executive Officer and other executive officer’sofficers of the Company.   Regarding compensation for officers other than the Chief Executive Officer, the Committee shall consult with the Chief Executive Officer and the other officers of the Company as appropriate;
•               evaluate the performance of the Chief Executive Officer and review and approve the Chief Executive Officer’s evaluation of performance of the other executive officers in light of establishedapproved performance goals and objectivesobjectives;
•               review and based onrecommend for approval to the Board cash-based incentive compensation plans, equity-based compensation plans defined benefit and contribution plans and other welfare benefit plans or amendments or modifications to such evaluation, have sole authority to determine the chief executive officer’s annual compensation.plans;
•               grant options and other awards under equity-based plans;
 
 
 
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•               Reviewreview and make recommendationsdiscuss with management the Compensation Discussion and Analysis (CD&A) to be included in the Company’s annual proxy statement and determine whether to recommend to the board of directors with respect to compensation for other executive officers, incentive-compensation plans and equity-based compensation plans.Board that the CD&A be included in the proxy statement;
 
•               Reviewprovide the Compensation Committee Report for inclusion in the proxy statement that complies with the rules and make recommendations toregulations of the board of directors with respect to the compensation of directors.Securities and Exchange Commission;  and
 
•               Administer, interpret and determine awards pursuant to the Company’s stock-based incentive compensation plans.
•  Havehave the sole authority, in its discretion, to retain and terminate any consulting firm to assist in the evaluation of director, chief executive officer or senior executive compensation, including sole authority to approve the firm’s fees and other retention terms.
 
Compensation Processes and Procedures
 
The compensation committee meets at such times as it determines to be necessary or appropriate, but not less than once a year. The compensation committee has the sole authority to establish the compensation of the chief executive officer and other executive officers of the Company and the Bank and may not delegate such authority, except to a subcommittee.  The chief executive officer has the primary responsibility for determiningproposing the amount and form of compensation of the other executive officers of the Company and the Bank and the compensation committee consults with the compensation committeeChief Executive Officer on such matters.  The compensation committee is empowered to engage independent compensation consultants, but didhas not dodone so during 2009.  In 2006, however, the compensation committee did engage Strategic Compensation Planning, Inc., of Malvern, Pennsylvania, to assist the compensation committee in structuring the employment agreements for the chief executive officer of the Company and the Bank.  See “Executive Compensation” on page 21 for more information regarding this employment agreement.since 2006.
 
The compensation committee is also responsible for periodically reviewing the amount and form of director compensation paid to non-employee directors.  The compensation committee recommends proposed changes in director compensation to the board as appropriate, from time to time, and any changes in director compensation are approved by the board.
 
Compensation Committee Interlocks and Insider Participation
During 2009, Messrs. Batoff, Hall, and Rodin served as members of the compensation committee of the Company’s board of directors.  No member of the compensation committee during 2009 ever served as an officer or employee of the Company or the Bank.  There are no compensation committee interlocks between the Company or the Bank and any other entity, involving the Company’s or the Bank’s, or such entity’s, executive officers or board members.
Compensation Committee Report
The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis,” which begins at page 16 of this proxy statement, with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this proxy statement.
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Respectfully submitted,
William W. Batoff
Neal I. Rodin
January 19, 2010

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings nor shall they be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Nominations and Shareholder Communications
 
Nominating and Governance Committee
 
Messrs. Rodin (chair), Coleman and BatoffSpevak serve as members of our nominating and governance committee.  Mr. HallBatoff was a member of the compensationnominating and governance committee at the time of his unexpected passing on February 21, 2010.January 15, 2011.
 
All members of the nominating governance committee have been determined by the board to be independent under NASDAQ listing standards.  The nominating and governance committee held one1 meeting in 2009.2010.  The nominating and governance committee operates under a written charter approved by the board.  A copy of the nominating and governance committee’s charter is available on the Company’s website at www.rfbkonline.com.www.myrepublicbank.com.
In addition to the responsibilities described below regarding overseeing the selection and recommendation of board nominees, the nominating and governance committee’s responsibilities include, among other things, the following:

·  review and approve transactions with any related persons in accordance with the related party transaction approval policy;
·  monitor compliance with legal prohibitions on loans to directors and officers of the Company;
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·  develop and review periodically, and at least annually, the corporate governance policies of the Company to ensure that they are appropriate for the Company and that policies of the Company comply with applicable laws, regulations and listing standards, and recommend any desirable changes to the Board;
·  conduct annually an evaluation of the performance of the Board as a whole and the directors in such manner as the Committee deems appropriate and, through its chairperson, communicate this evaluation to the full Board; and
·  maintain an orientation program for new directors and an education program for continuing directors.
 
The nominating and governance committee also oversees the composition and operation of the Company’s board, including identifying individuals qualified to become board members, recommending to the board director nominees for the annual meetings of shareholders, and filling vacancies occurring between annual shareholder meetings. It identifies director candidates by considering the recommendations of the Company’s directors, executive officers and shareholders, as well as those of experts and consultants of the Company.  The nominating and governance committee evaluates candidates it has identified or who have been recommended to it based on the selection criteria provided in the nominating and governance committee charter and other criteria deemed relevant by the nominating and governance committee, including each candidate’s background and experience, the candidate’s ability to understand the business, financial affairs and complexities of the Company and the Company’s business, the candidate’s willingness and ability to spend the necessary time required to function effectively as a director, the candidate’s open-minded approach to matters and the resolve to independently analyze matters presented for consideration, as well as the candidate’s ability to act in the best interest of the Company’s shareholders, honesty and integrity.
 
The nominating and governance committee evaluates director candidates recommended by shareholders in the same manner that it evaluates other director candidates.  The procedures for shareholders to recommend director candidates are described under the heading “Shareholder Proposals and Nominations for the 20112012 Annual Meeting” on page 30..
 
Directors are selected for their integrity and character, sound, independent judgment, breadth of experience, insight and knowledge, and business acumen. Leadership skills, business experience, and diversity are among the relevant criteria, which may vary over time depending on the Board’s needs. The Nominating and Governance Committee considers candidates with these qualifications for recommendation to the full Board for approval. OurWhile the Nominating and Corporate Governance Committee does not have a formal policy regarding director diversity, it believes that the directors have diverse businessshould encompass a range of experience, viewpoints, qualifications, attributes and professional backgrounds,skills in order to provide sound and we seekprudent guidance to foster thisthe Company’s management. The Nominating and Corporate Governance Committee considers diversity in considering candidates for director. We also value genderconnection with its review of each potential director candidate and racial diversity among ouris satisfied that the current composition of the Board members.
of Directors reflects its commitment to diversity. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
 
 
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Shareholder Communications
 
Any shareholder may communicate with our board of directors, or any individual member or members of the board, by directing his, her or its communication to Kemma Black,Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA 19102, together with a request to forward the communication to the intended recipient or recipients.  In general, all shareholder communications delivered to the corporate secretary for forwarding to the board or specified board members will be forwarded in accordance with the shareholder’s instructions.  The corporate secretary, however, may not forward any abusive, threatening or otherwise inappropriate materials.
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of March 19, 2010,15, 2011, information with respect to the holdings of Company voting securities of all persons which the Company, pursuant to filings with the SEC and the Company’s stock transfer records, has reason to believe may be beneficial owners of more than five percent (5%) of the Company’s outstanding common stock, each current director or director nominee, each named executive officer named in the 2010 Summary Compensation Table, and all of the Company’s director nominees,  directors and executive officers as a group.
 
Name (1) 
Number of Shares
Beneficially Owned (2)
  Percentage of Ownership (2) 
       
Harry D. Madonna (4)  1,095,856   9.9%
         
William W. Batoff (5)  176,958   1.7%
         
Robert J. Coleman (6)  164,668   1.5%
         
Theodore J. Flocco, Jr. (7)  36,923   * 
         
Neal I. Rodin (8)  210,482   2.0%
         
Barry L. Spevak (9)  31,464   * 
         
Harris Wildstein (10)  842,193   7.8%
         
Vernon W. Hill, II (3)  960,000   8.3%
         
Andrew J. Logue  -   * 
         
Rhonda Costello  2,500   * 
         
Jay Neilon  -   * 
         
Frank A. Cavallaro  -   * 
         
All directors and executive officers as a group (11 persons)  2,561,044   22.8%
         
Name of Beneficial Owner or Identity of Group (1)
Number of Shares
Beneficially Owned (2)
Percentage of
Ownership (2)
   
Director Nominees, Directors and Executive Officers:  
Harris Wildstein   997,117 (3)3.8%
Harry D. Madonna   750,530 (4)2.9%
Robert J. Coleman   616,668 (5)2.4%
Neal I. Rodin   265,482 (6)1.0%
Theodore J. Flocco, Jr.     49,923 (7)*
Barry L. Spevak     35,995 (8)*
Brian P. Tierney-*
Jay Neilon50,000*
Rhonda Costello27,500*
Andrew J. Logue25,000*
Frank A. Cavallaro13,750*
   
All, director nominees, directors and executive officers as a
group (11 persons)
2,831,96510.8%
   
Other Five Percent Beneficial Shareholders:  
Vernon W. Hill II2,576,077 (9)9.9%
Wellington Management Company, LLP2,529,540 (10)9.7%
Schaller Investment Group2,077,453 (11)8.0%
The Evergreen Trust B2,019,438 (12)7.6%
* Represents beneficial ownership of less than 1%.

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(1)
Unless otherwise indicated, the address of each beneficial owner is c/o Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102. The group of director nominees, directors and executive officers was determined as of March 19, 2010 and does not reflect any changes in management since that date.
15, 2011.
(2)
The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or to direct the voting of, common stock; and/or, investment power, which includes the power to dispose, or to direct the disposition of, common stock, is determined to be a beneficial owner of the common stock.  All shares are subject to the named person’s sole voting and investment power unless otherwise indicated.  Shares beneficially owned include shares issuable upon exercise of options which are currently exercisable or which will be exercisable within 60 days of Mar ch 19, 2010March 15, 2011 and upon conversion of convertible securities which are currently convertible or which will be convertible within 60 days of March 19, 2010.15, 2011. Percentage calculations presume that the identified individual or group exercise and convert all of his or their respective options and convertible securities, and that no other holders of options or convertible securities exercise their options or convert their convertible securities.  As of March 19, 201015, 2011, there were 10,665,63525,972,897 shares of the Company’s common stock outstanding.
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(3)    Information with respect to beneficial ownership is based on a Schedule 13D filed with the SEC on February 15, 2010 by Vernon W. Hill, II and Theodore J. Flocco, Jr.  Includes 6,000 capital securities of Republic First Bancorp Capital Trust IV held by Mr. Hill, which are currently convertible into 923,077  shares of common stock, and 240 capital securities of Republic First Bancorp Capital Trust IV held by Mr. Flocco, which are currently convertible into 36,923 shares of common stock.  The address of Mr. Hill is 14000 Horizon Way, Suite 100, Mt. Laurel, NJ  08054.
(3)Includes 72,914 shares of common stock subject to options which are currently exercisable. Also includes 27,828 shares in trust for his daughter, 32,235 shares with power of attorney for his mother, 21,092 shares owned by his son, and 14,032 shares held by his wife.
(4)Includes 52,44673,646 shares of common stock issuable subject to options which are currently exercisableexercisable. Does not include 1,557,900 shares of common stock and 2,288 capital3,000 trust preferred securities of Republic First Bancorp Capital Trust IV held by a family trust, which are currently convertible into 352,000461,538 shares of common stock.stock held by The Evergreen Trust B.  Mr. Madonna does not have the power to vote on, invest in, or dispose of securities held by The Evergreen Trust B and accordingly does not beneficially own those shares.  See note (12) below.
(5)Includes 10,96615,996 shares of common stock issuable subject to options which are currently exercisable.
(6)Includes 10,96615,996 shares of common stock issuable subject to options which are currently exercisable.
(7)Includes 2,000 shares of common stock issuable subject to options which are currently exercisable and 240 capitaltrust preferred securities of Republic First Bancorp Capital Trust IV which are currently convertible into 36,923 shares of common stock.
(8)   Includes 10,966 shares of common stock issuable subject to options which are currently exercisable.
(9) (8)Includes 10,96615,996 shares of common stock issuable subject to options which are currently exercisable.
 (9)Information with respect to beneficial ownership is based partly on a Schedule 13D/A filed with the SEC on August 6, 2010 by Vernon W. Hill, II.  Mr. Hill owns a total of 6,000 trust preferred securities of Republic First Bancorp Capital Trust IV which are convertible into 923,077 shares of common stock. A restriction on conversion of these trust preferred securities prohibits conversion if the holder would beneficially own more than 9.9% of the common stock outstanding at the time of conversion. Accordingly, the calculation of the number of shares beneficially owned in the table above only includes 306 trust preferred securities of Republic First Bancorp Capital Trust IV held by Mr. Hill, which are currently convertible into 47,077 shares of common stock.  The address of Mr. Hill is 14000 Horizon Way, Suite 100, Mt. Laurel, NJ  08054.
(10) Includes 67,914 shares of common stock subject to options which are currently exercisable. Also includes 15,828 shares in trust for his daughter, 12,235 shares with power of attorney for his mother, 21,092 shares owned by his son, and 2,032 shares held by his wife.
(10)Information with respect to beneficial ownership is based on a Schedule 13G filed with the SEC on February 14, 2011 by Wellington Management Company, LLP.  The principal business office address for Wellington Management Company is 280 Congress Street, Boston, MA 02210.
(11)Information with respect to beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 7, 2011 by Schaller Investment Group Incorporated, Schaller Equity Partners, Schaller Equity Management, Inc. and Douglas E. Schaller (the “Schaller Group”).  Schaller Equity Partners owns directly 1,373,803 shares of common stock.  Schaller Equity Management, Inc. is the general partner of Schaller Equity Partners and may be deemed to indirectly beneficially own the shares of common stock owned by Schaller Equity Partners.  In addition, 703,650 shares of common stock are held in separate accounts managed by Schaller Investment Group Incorporated and could be deemed to indirectly beneficially own such shares.  Douglas E. Schaller is the President of Schaller Equity Management, Inc.  and Schaller Investment Group Incorporated and could be deemed to indirectly beneficially own shares of common stock owned by Schaller Equity Partners and indirectly beneficially owned by Schaller Investment Group Incorporated.  The principal business office address for the Schaller Group is 324 Indera Mills Court, Winston-Salem, NC 27101.
(12)The co-trustees of The Evergreen Trust B are Brooke C. Madonna, Harry Dillon Madonna, Brandy C. Madonna and Lucas Prewett.  Information with respect to beneficial ownership is provided by Mr. Madonna. Includes 1,557,900 shares of common stock and 3,000 trust preferred securities of Republic First Bancorp Capital Trust IV which are currently convertible into 461,538 shares of common stock. Mr. Madonna does not have the power to vote on, invest in, or dispose of securities held by The Evergreen Trust B and accordingly does not beneficially own those shares.  The address of The Evergreen Trust is 1320 North Avignon Drive, Gladwyne, PA 19035.

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EXECUTIVE OFFICERS AND COMPENSATION
 
Executive Officers
 
The following sets forth certain information regarding executive officers of the Company. Information pertaining to Harry D. Madonna, who is both a director and the chief executive officerChief Executive Officer of the Company and the Bank, may be found in the section entitled “Continuing Directors—Class I Directors” on page 4.“Proposal 1 – Election of Directors – Director Nominees”.
 
Andrew J Logue, 52,53, has been President and Chief Operating Officer of the Bank since May 2010. Mr. Logue had been Executive Vice President and Chief Operating Officer of the Company since August 20, 2008.  Prior to joining the Company, Mr. Logue, served as Senior Vice President/Enterprise Risk Management for Commerce Bank, N.A. and its successor TD Bank, N.A. from March 1991 to August 2008.  Mr. Logue served in various functions during his tenure at Commerce Bank, N.A.
 
Rhonda Costello, 52,53, has been an Executive Vice President and Chief Retail Officer for Republic Firstof the Bank since August 5, 2008. Prior to joining the Company,Bank, Ms. Costello, served as Senior Retail Officer for Commerce Bank’s Pennsylvania, Central New Jersey and New Jersey Shore Markets.  She also held a wide range of management positions including Regional Vice President for Burlington County, N.J., Director of the Company’s Human Resources Department and the Dean of Commerce University during her 23 year tenure with the Bank, which began March 4, 1985.
 
Jay M. Neilon, 56,57, has been Senior Vice President and Chief Credit Officer of the CompanyBank since December 31, 2008.  Prior to joining the Company,Bank, Mr. Neilon, served as Senior Credit Officer for Commerce Bank, N.A. and its successor TD Bank, N.A. from July 1992 to December 2008.   Prior to Commerce Bank, N.A., Mr. Neilon held various credit and lending positions with Fidelity Bank, Philadelphia, PA from September 1976 to July 1992.
 
Frank A. Cavallaro, 41,42, has been Senior Vice President and Chief Financial Officer of the Company since August 31, 2009.  Prior to joining the Company, Mr. Cavallaro, served as a Vice President/President in the Finance Department for Commerce Bank, N.A. and its successor TD Bank, N.A. from May 2003September 1997 to August 2009.  Mr. Cavallaro, a certified public accountant, has thirteen years of experience in the
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financial services industry and, prior to that, three years experience in public accounting with Ernst & Young LLP.
Executive Compensation
Compensation Discussion and Analysis
Overview of the Executive Compensation Program. The Company’s executive compensation program includes a number of fixed and variable compensation and benefit components, typical of programs among comparable community banking and financial services companies in our local and regional marketplace.
The program seeks to provide participating executives with an industry-competitive level of total compensation when their collective and individual performances meet or exceed the goals approved by the board of directors, the compensation committee or the chief executive officer.
Compensation Philosophy and Program Objectives. We believe that the compensation program for executives should directly support the achievement of annual, longer-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of the Company’s shareholders.
We believe the current program provides sufficient levels of fixed income, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization.  It also provides competitive annual bonus and longer-term incentive opportunities to encourage specific performance and to reward the successful efforts of executives.
The incentive opportunities are based on competitive industry practice, an executive’s role in the organization, and performance.
Our current program contains certain deferred post-employment compensation features, provided on a selective basis, to encourage retention through long-term wealth accumulation opportunities and to assure transition support in the event of substantial organization or ownership change.  These provisions are designed to support retention of good performers by the organization.
We believe that the features and composition of the current program are consistent with practices of other comparable community banking and financial services organizations in our marketplace and that the program balances the need for competitive pay opportunities at the executive level with shareholders’ expectations for reasonable return on their investment.
Program Management. The compensation committee of the board of directors has primary responsibility for the design and administration of the compensation of the chief executive officer of the Company and the Bank, and makes recommendations with respect to the compensation program for other executive officers.  The compensation committee will consider the make-up and administration of the executive compensation program in light of changing organization needs and operating conditions and changing trends in industry practice.  The compensation committee has the power and authority to retain consultants and, in 2006, retained Strategic Compensation Planning, Inc., of Malvern, PA, to assist the compensation committee in structuring the employment agreements for th e chief executive officer of the Company and the Bank.
Role of Executive Management in the Pay Decision Process.  The compensation committee is responsible for approving compensation of the chief executive officer of the Company and the Bank.  It will also make recommendations with respect to the compensation of other executive officers.  In
 
 
 
-16-- 16 -
 
 
formulating its decisions, the compensation committee may seek information about the performance of the business, organization staffing requirements and the performance levels of incumbent executives from the chief executive officer.  It will also utilize the services of the Company’s chief financial officer and other officers of the Company to the extent the compensation committee deems appropriate.
Program Review and Pay Decision Process.  Annually, the compensation committee reviews information on executive compensation levels in the industry and industry program practices, reviews the Company’s compensation program, and considers adjustments to the program, salary adjustments and incentive awards.  The compensation committee will examine the current compensation and benefit levels of incumbent executives in light of their continuing or changing roles in the business and the assessments of their individual performances by the compensation committee or the chief executive officer.  It will also determine annual bonus compensation, after consideration of Company and individual performance, but which is ultimately discretionary.
The compensation committee may also be called upon to consider pay related decisions throughout the calendar year as executives are reassigned or promoted and new executives join the organization.  In these instances, the compensation committee will review all aspects of the executive’s compensation including base salary level, annual incentive opportunities, longer-term incentive awards, participation in special benefit plans, and employment contract provisions, if applicable.
Pay Decision Factors and Considerations.  The following factors typically influence compensation committee decisions on pay and benefits for Company executives:
•  
Salary: executive’s overall performance during the year ending, changes in organization role and scope of responsibility, current salary in relation to the position’s market value, any significant changes in the industry’s pay practices for comparable positions.
•  
Annual Bonus Compensation: competitive industry practice with respect to size of awards, actual performance (achievement) against goals and objectives.
•  
Longer-term Incentive Awards: competitive industry practice with respect to size of awards, recent performance of the Company and the individual executive, applicable accounting rules for expensing equity awards, and shareholder concerns about dilution and overhang.
•  
Nonqualified Compensation and Benefits: tax rules on qualified benefit plans, likely replacement income benefits for executives compared to other categories of employees within the organization, competitive industry practice for comparable type and level of executive positions.
•  
Perquisites: the needs of the executive’s position, frequency of travel to other Company locations, or to meet with Company clients and prospective clients, and competitive industry practices for comparable executive roles.
•  
Employment Agreements: where they serve Company needs for confidentiality about business practices and plans and preservation of the customer base (noncompetition and nonsolicitation provisions) and competitive industry practices.
Basis for Defining Competitive Compensation Levels and Practices.  The types and levels of compensation included in the Company’s executive compensation program are generally consistent with
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current features and programming trends among similar size and type organizations in the Company’s local and regional marketplace.
The compensation committee reviews survey reports on national and regional compensation practice within Company’s industry group, focusing on pay levels and practices among community banking and diversified financial services institutions based in the Mid-Atlantic Region and specifically the Greater Philadelphia metropolitan marketplace having assets of $1.2 billion to $1.8 billion.  This range of institutions represents banking companies that are somewhat smaller and somewhat larger than Company.  The asset range will be modified from time to time as Company’s operating circumstances change.
For the 2009 program planning cycle, the compensation committee reviewed executive compensation information from the following institutions in Pennsylvania, and New Jersey. We expect a similar review to be completed in 2010.
Abington Community Bancorp, Inc.First Chester County Corp.
Bancorp, Inc.VIST Financial Corp.
Bryn Mawr Bank Corp.Royal Bancshares of Pennsylvania

Program Components.  There are six (6) elements in the current executive compensation program:
Base Salary.  Base salary opportunities are targeted at the median level of industry practice for comparable jobs in like size and type community banking and financial service organizations.  Within the defined competitive range, an executive’s salary level is based initially on his qualifications for the assignment and experience in similar level and type roles.  Ongoing, salary adjustments reflect the individual’s overall performance of the job against organization expectations and may also reflect changes in industry practices.
Health & Welfare Benefits.  Executives participate in Company’s qualified health and welfare benefits program on the same terms and conditions as all other employees of the Company.
Annual Performance Incentives.  The Company pays bonus compensation which provides executives with opportunities to earn additional cash compensation in a given year.  Bonus compensation is discretionary, but Company and business unit operating results and individual performance contributions are considered.  Typical annual performance metrics for Company executives include net income, loan and deposit growth and net interest margin.  The determination of actual bonus amounts is not formulaic, but, rather, the result of a review of achievements by the chief executive officer and the compensation committee and the application of prevailing industry practices on annual incentive awards.
Longer-term Performance Incentives.  Executives are eligible to participate in longer-term incentive award plans established to focus executive efforts on the strategic directions and goals of the business and to reward them for their successes in increasing enterprise value.  Awards can result in additional cash compensation or equity grants in the form of stock options or restricted stock.  While the size of such awards may increase or decrease based on current business performance, it is the intention of the compensation committee to recommend some combination of the available awards at least annually as an incentive to focus executives’ future efforts on longer-term needs and objectives of the business.
•  
Equity Grant Plans.  Our Amended and Restated Stock Option and Restricted Stock Plan authorizes us to grant options to purchase shares of common stock to our employees,
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directors and consultants.  We can also grant restricted stock to these same audiences.  Our compensation committee is the administrator of all stock grant plans.  Stock option or restricted stock grants may be made at the commencement of employment and from time to time to meet other specific retention or performance objectives, or for other reasons.  Periodic grants of stock options or restricted stock are made at the discretion of the compensation committee to eligible employees and, in appropriate circumstances, the compensation committee considers the recommendations of the chief executive officer.
•  
Deferred Compensation.  At the end of the calendar year, named executive officers may receive, at the compensation committee’s discretion, a contribution equal to some percentage of their base salary or base salary and bonus, usually 10%-25%, into our deferred compensation plan.  Contributions vest over three (3) years.  The value and any earnings on participant accounts are determined by the changes in value of the Company’s common stock.  Receipt of the deferred compensation and earnings is deferred to normal retirement.
Nonqualified Benefits and Perquisites.  We currently do not offer a nonqualified supplemental retirement income plan (SERP) to any of our executives, but our chief executive officer, as a former non-employee director, has an account balance in a now frozen retirement income plan for directors.
Perquisites for Company executives are generally limited automobile allowance or use of a Company-provided automobile, and, in a very few instances, a club membership.  Typically, these perquisites are provided in instances where such benefits can facilitate the conduct of business with corporate and high net worth clients.
Employment Agreements and Change in Control.  Our chief executive officer has an employment agreement with the Company and the Bank.  The agreement includes a change in control severance provision.  See “Summary Compensation and Grants of Plan-Based Awards” on page 22 for additional information regarding this agreement.
•  
Post Retirement Income Benefits.  When retired, former Company executives are only eligible to receive replacement income benefits from our qualified retirement income plans, the same plans covering other employees of the Company.  We do not currently sponsor any type of supplemental retirement income plan for highly compensated employees, although we may consider instituting such a plan in the future.
•  
Severance in the Event of Termination Not for Cause or Change in Control.  Our chief executive officer has specific severance arrangements in place with the Company in the event of a termination of their employment not related to a change in control of the Company and in the event of such a change in control.  Under this arrangement, our chief executive officer would receive three times the sum of his then-current base salary plus three times the average of his bonuses for the prior three years.  All outstanding equity grants and other benefit provisions would fully vest.  We also maintain a change in control policy which would provide a severance benefit to executive officers upon certain changes of control of the Company.  See “Severance and Change in Control Benefits” at page 25.
•  
Tax Gross-up Provision.  The employment agreement for our chief executive officer provides for an excise tax liability gross-up payment following a change in control (as defined in the agreement) if his severance benefits exceed the then-current standards under Internal Revenue Code Section 4999.
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Status of the Program and Likely Practices Going Forward. The general structure of the Company executive compensation program was established several years ago and it has been continuously refined to meet the changing needs of the business and to maintain a competitive posture in the marketplace for executive talent.
Due to the Company’s recent financial and operating results, the compensation committee determined not to award any bonus compensation to our chief executive officer for 2007, 2008, or 2009 and only modest bonus compensation to certain other executive officers.  The compensation committee will evaluate award opportunities for executives, consistent with performance results.
Both stock option grants and deferred compensation contributions are likely to continue with the size of awards tracking with the performance results of the business.
It is possible that some of these future grants may include performance vesting in lieu of the traditional time vesting requirements attached to past grants.
Nonqualified Benefits.  The compensation committee may evaluate the need and effectiveness of a supplemental retirement income plan for certain highly compensated employees in the future.
Perquisites.  We believe the Company’s perquisites have always been modest, offering use of a Company vehicle primarily to those executives who travel among Company’s branch offices and operations centers and those who frequently meet with clients and prospects offsite.  Similarly, club memberships are only provided for those executives who can utilize them in conducting the Company’s business.
Employment Agreements.  The compensation committee has responsibility for review of current and proposed employment agreements and will specifically authorize contract renewals.
Compliance with Sections 162(m) and 409A of the Internal Revenue Code.  Section 162(m) of the Internal Revenue Code provides that publicly held corporations may not deduct compensation paid to certain executive officers in excess of $1,000,000 annually, with certain exemptions for qualified “performance-based” compensation.  The Company has obtained shareholder approval of its stock option plan, and compensation earned pursuant to such plans is exempt from the Section 162(m) limit. Since we retain discretion over bonuses and certain amounts contributed to the deferred compensation plan, such amounts will not qualify for the exemption for performance-based compensation.  Such amounts have not been at levels that, together with other compe nsation, approached the $1,000,000 limit.  Due to the relatively conservative amount of annual compensation, the Company believes its compensation policies reflect due consideration of Section 162(m).  We reserve the right, however, to use our judgment to authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interests of our shareholders, after taking into consideration changing business conditions or the executive officer’s performance.
It is also our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements. We have been engaged in a process of reviewing and modifying our deferred compensation arrangements since the enactment of Section 409A in 2004 in order to maintain compliance under Section 409A.
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Executive Compensation
Compensation Discussion and Analysis
Overview of the Executive Compensation Program. Our executive compensation program includes a number of fixed and variable compensation and benefit components, typical of programs among comparable community banking and financial services companies in our local and regional marketplace.
The program seeks to provide participating executives with an industry-competitive level of total compensation.
Compensation Philosophy and Program Objectives. We believe that the compensation program for executives should directly support the achievement of annual, longer-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of our shareholders.
We believe the current program provides sufficient levels of fixed income, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization.  We believe it also provides competitive annual bonus and longer-term incentive opportunities to encourage performance and to reward the successful efforts of executives.
The incentive opportunities are based on an executive’s role in our organization, company and individual performance, maintaining a compensation program that is competitive in our industry and markets, and other factors.
Our current program contains certain compensation features, provided on a selective basis, to encourage retention through long-term wealth accumulation opportunities and to assure transition support in the event of substantial organization or ownership change.  These provisions are designed to support retention of good performers by the organization.
We believe that the features and composition of the current program are consistent with practices of other comparable community banking and financial services organizations in our marketplace and that the program balances the need for competitive pay opportunities at the executive level with shareholders’ expectations for reasonable return on their investment.
Program Management. The compensation committee of the board of directors has primary responsibility for the design and administration of the compensation of the chief executive officer of the Company and the Bank, and makes decisions with respect to the compensation program for other executive officers.  The compensation committee will consider the make-up and administration of the executive compensation program in light of changing organization needs and operating conditions and changing trends in industry practice.
Role of Executive Management in the Pay Decision Process.  The compensation committee is responsible for approving compensation of our chief executive officer and other executive officers.  The Chief Executive Officer will make recommendations to the Compensation Committee with respect to the compensation of other executive officers.  In formulating its decisions, the compensation committee may seek information about the performance of the business, organization staffing requirements and the performance levels of incumbent executives from our chief executive officer.  It will also utilize the services of our chief financial officer and other officers to the extent the compensation committee deems appropriate.
- 17 -
Program Review and Pay Decision Process.  Annually, the compensation committee reviews information on executive compensation levels in the industry and industry program practices, reviews our compensation program, and considers adjustments to the program, salary adjustments and incentive awards.  The compensation committee will examine the current compensation and benefit levels of executive officers in light of their continuing or changing roles in the business and the assessments of their individual performances by the compensation committee or the chief executive officer.  It will also approve annual bonus compensation, after consideration of Company and individual performance, but which is ultimately discretionary.
The compensation committee may also be called upon to consider pay related decisions throughout the calendar year as executives are reassigned or promoted and new executive officers join the organization.  In these instances, the compensation committee will review all aspects of the executive officer’s compensation including base salary level, annual incentive opportunities, longer-term incentive awards, participation in special benefit plans, and employment contract provisions, if applicable.
Pay Decision Factors and Considerations.  The following factors typically influence compensation committee decisions on pay and benefits for our executive officers:
•Salary: executive’s overall performance during the year ending, changes in organization role and scope of responsibility, current salary in relation to the position’s market value, any significant changes in the industry’s pay practices for comparable positions.
•Discretionary Annual Bonus Compensation: competitive industry practice with respect to size of awards, actual performance of the Company against budget and executive officer.
•Longer-term Incentive Awards: competitive industry practice with respect to size of awards, recent performance of the Company and the individual executive, applicable accounting rules for expensing equity awards, and shareholder concerns about dilution and overhang.
•Nonqualified Compensation and Benefits: tax rules on qualified benefit plans, likely replacement income benefits for executives compared to other categories of employees within the organization, competitive industry practice for comparable type and level of executive positions.
•Perquisites: the needs of the executive’s position, frequency of travel to other Company locations, or to meet with Company clients and prospective clients, and competitive industry practices for comparable executive roles.
•Employment Agreements:  where they serve Company needs for confidentiality about business practices and plans and preservation of the customer base (noncompetitions and nonsoliciation provisions) and competitive industry practices.
Basis for Defining Competitive Compensation Levels and Practices.  The types and levels of compensation included in the Company’s executive compensation program are generally consistent with current features and programming trends among similar size and type organizations in our local and regional marketplace.
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The compensation committee reviews survey reports on national and regional compensation practice within Company’s industry group, focusing on pay levels and practices among community banking and diversified financial services institutions based in the Mid-Atlantic Region and specifically the Greater Philadelphia metropolitan marketplace, having a level of total assets comparable to our own.  This range of institutions represents banking companies that are somewhat smaller and somewhat larger than Company.  The asset range will be modified from time to time as Company’s operating circumstances change.
For the 2010 program planning cycle, the compensation committee reviewed executive compensation information from the following institutions in Pennsylvania, and New Jersey. We expect a similar review to be completed in 2011.
Abington Bancorp, Inc.First Chester County Corporation
The Bancorp, Inc.VIST Financial Corp.
Bryn Mawr Bank CorporationRoyal Bancshares of Pennsylvania, Inc.

Program Components.  There are six (6) elements in the current executive compensation program:
Base Salary.  Base salary opportunities are based on industry practice for comparable jobs in like size and type community banking and financial service organizations.  Within the defined competitive range, an executive’s salary level is based initially on his qualifications for the assignment and experience in similar level and type roles.  Ongoing, salary adjustments reflect the individual’s overall performance of the job against organization expectations and may also reflect changes in industry practices.
Health & Welfare Benefits.  Executives participate in Company’s qualified health and welfare benefits program on the same terms and conditions as all other employees of the Company.
Annual Performance Incentives.  The Company pays bonus compensation which provides executives with opportunities to earn additional cash compensation in a given year.  Bonus compensation is discretionary, but Company and business unit operating results and individual performance contributions are considered.  Typical annual performance metrics for Company executives include net income, loan and deposit growth and net interest margin.  The determination of actual bonus amounts is not formulaic, but, rather, the result of a review of achievements by the chief executive officer and the compensation committee and the application of prevailing industry practices on annual incentive awards.
Longer-term Performance Incentives.  Executives are eligible to participate in longer-term incentive award plans established to focus executive efforts on the strategic directions and goals of the business and to reward them for their successes in increasing enterprise value.  Awards can result in additional cash compensation or equity grants in the form of stock options or restricted stock.  While the size of such awards may increase or decrease based on current business performance, it is the intention of the compensation committee to recommend some combination of the available awards at least annually as an incentive to focus executives’ future efforts on longer-term needs and objectives of the business.
- 19 -
•             
Equity Grant Plans.  Our Amended and Restated Stock Option and Restricted Stock Plan (the “Plan”) authorizes us to grant options to purchase shares of common stock to our employees, directors and consultants.  We can also grant restricted stock to this same group.  Our compensation committee is the administrator of the Plan.  Stock option or restricted stock grants may be made at the commencement of employment and from time to time to meet other specific retention or performance objectives, or for other reasons.  Periodic grants of stock options or restricted stock are made at the discretion of the compensation committee to eligible employees and, in appropriate circumstances, the compensation committee considers the recommendations of the chief executive officer.
•              
Deferred Compensation.  During 2009, our deferred compensation plan was frozen to new participants and Mr. Madonna is the only named executive officer who remains eligible for participation.  As such, he may receive, at the compensation committee’s discretion, a company contribution in an amount determined by the compensation committee.  Contributions vest three years after the plan year to which the contribution applies, or sooner upon a change of control.  The value and any earnings on participant accounts are determined by the changes in value of the investments selected by the participant, including the Company’s common stock.
Nonqualified Benefits and Perquisites.  We currently do not offer a nonqualified supplemental retirement income plan (SERP) to any of our executives, but our chief executive officer, as a former non-employee director, has an account balance in a now frozen retirement income plan for directors.
Perquisites for Company executives are generally limited automobile allowance or use of a Company-provided automobile, and, in a very few instances, a club membership.  Typically, these perquisites are provided in instances where such benefits can facilitate the conduct of business with corporate and high net worth clients.
Employment Agreements and Change in Control.  We have entered into employment agreements with Mr. Madonna, Mr. Logue and Ms. Costello, in each case because the agreements served certain company objectives and were consistent with competitive industry practices.  The agreements with Mr. Logue and Ms. Costello were instrumental in attracting them to join us.  All of the agreements include severance benefits, whether or not in connection with a change in control of the company, and obligations of the named executive officers to maintain confidentiality about business practices and plans, and for the preservation of our operations and customer base through restrictive covenants, including noncompetition and non-solicitation provisions.
2010 Compensation and Status of the Program and Likely Practices Going Forward. During 2009, we hired two of our named executive officers, our Chief Credit Officer, Jay Neilon, and our Chief Financial Officer, Frank Cavallaro, and their compensation was determined primarily in order to recruit them.  The salaries of Mr. Madonna, Mr. Logue and Ms. Costello were determined in accordance with their existing employment agreements.  Due primarily to the state of the economy in general and the financial services industry in particular, and our own financial performance, Mr. Madonna, Mr. Logue, Ms. Costello and Mr. Cavallaro did not receive a discretionary cash bonus during 2009.  Mr. Madonna received an option grant consistent with his employment agreement, and Mr. Logue, Ms. Costello, and Mr. Cavallaro each received an option grant, in part due to their recent hirings and limited prior grants.
- 20 -
Due to the Company’s recent financial and operating results, the compensation committee determined not to award any bonus compensation to our chief executive officer for 2007, 2008, or 2009 and only modest bonus compensation to certain other executive officers.  The compensation committee will evaluate award opportunities for executives, consistent with performance results.
Both stock option grants and deferred compensation contributions are likely to continue with the size of awards tracking with the performance results of the business.
It is possible that some of these future grants may include performance vesting in lieu of the traditional time vesting requirements attached to past grants.
Employment Agreements.  The compensation committee has responsibility for review of current and proposed employment agreements and will specifically authorize contract renewals.
Compliance with Sections 162(m) and 409A of the Internal Revenue Code.  Section 162(m) of the Internal Revenue Code provides that publicly held corporations may not deduct compensation paid to certain executive officers in excess of $1,000,000 annually, with certain exemptions for qualified “performance-based” compensation.  The Company has obtained shareholder approval of its stock option plan, and compensation earned pursuant to such plan is exempt from the Section 162(m) limit. Since we retain discretion over bonuses and certain amounts contributed to the deferred compensation plan, such amounts will not qualify for the exemption for performance-based compensation.  Such amounts have not been at levels that, together with other compensation, approached the $1,000,000 limit.  The Company believes its compensation policies reflect due consideration of Section 162(m).  We reserve the right, however, to use our judgment to authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interests of our shareholders, after taking into consideration changing business conditions or the executive officer’s performance.
It is also our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements. We have been engaged in a process of reviewing and modifying our deferred compensation arrangements in order to maintain compliance under Section 409A.
Compensation Committee Report
The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis,” which begins at page 14 of this proxy statement, with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this proxy statement.
Respectfully submitted,
Barry L. Spevak (Chair)
Neal I. Rodin
Theodore J. Flocco, Jr.
- 21 -

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings nor shall they be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Executive Compensation
 
The following table shows the annual compensation of the Company’sour chief executive officer, our chief financial officer and the three most highly compensated executive officers of the company other than the chief executive officer and chief financial officer for the fiscal year ended December 31, 2009.2010.  Collectively, these officers are referred to as our “named executive officers”.
 
20092010 Summary Compensation Table
 
The following table shows the annual compensation of the Company’s named executive officers for the fiscal years ended December 31, 2010, 2009 2008 and 2007.2008.
 
Name and Principal
Position
YearSalary ($)Bonus ($)
Option
Awards (1) ($)
Change in
Pension
Value ($)
All Other
Compensation ($)
Total ($)YearSalary ($)Bonus ($)
Option
Awards
(1) ($)
All Other
Compensation
($)
Total ($)
Harry D. Madonna,
President and Chief
Executive Officer (2)
2009439,230-31,680-149,216620,126
Harry D. Madonna
President and Chief Executive Officer (2)
2010429,379-22,56072,963524,902
2008390,225-24,480-150,427565,1322009439,230-31,680149,216620,126
2007356,384-60,8528,110174,290599,6362008390,225-24,480150,427565,132
Andrew J. Logue
Chief Operating Officer (3)
2009250,00070,00019,700-10,585350,2852010259,808-75,80028,761364,369
2008  89,600-72,380-    708162,6882009250,000-19,70010,585280,285
2007------200889,60070,00085,100708245,408
Rhonda Costello
Chief Retail Officer (4)
2009175,00020,00019,700-11,657226,3572010203,270-42,80025,972272,042
2008  64,80835,00072,380-    604172,7922009175,000-19,70011,657206,357
2007------200864,80855,00085,100604205,512
Jay Neilon
Chief Credit Officer (5)
2009185,00025,000--5,246215,2462010185,000-21,40023,996230,396
2008------2009185,00025,00019,7005,246234,946
2007------2008----
Frank Cavallaro
Chief Financial Officer (6)
2009  49,231-13,200-93063,361
Frank A. Cavallaro
Chief Financial Officer (6)
2010160,000--17,339177,339
2008------200949,231-13,20093063,361
2007------2008 - - - - 
  
(1)The amount shown is the aggregate fair value as of the grant date with respect to the referenced fiscal year in accordance with ASC 718-10.  The Black-Scholes option pricing model is utilized to determine the fair value of stock options.  Assumptions made in the valuation of option awards for financial statement reporting purposes are as follows:  In 2010, the following assumptions were utilized: a dividend yield of 0%; expected volatility of 33.67%; risk-free interest rate of 3.14% to 3.20% and an expected life of 7.0 years.  In 2009, the following assumptions were utilized:  a dividend yield of 0%; expected volatility of 21.58% to 27.61%; risk-free interest rate of 1.99% to 2.91% and an expected life of 7.0 years.  In 2008, the following assumptions were utilized:  a dividend yield of 0%; expected volatility of 24.98% to 34.52%; risk-free interest rate of 2.49% to 3.37% and an expected life of 7.0 years.  In 2007 the following assumptions were utilized:  a dividend yield of 0%; expected volatility of 25.24; risk-free intere st rate of 4.70% and an expected life of 7.0 years.  A dividend yield of 0% is utilized, because cash dividends have never been paid. The expected life reflects a 3 to 4 year “all or nothing” vesting period, the maximum ten year term and review of historical behavior. The volatility was based on Bloomberg’s seven year volatility calculation for “FRBK” stock. The risk-free interest rate is based on the seven year Treasury bond.
(2)In 2009, 2008 and 2007, respectively, all other compensation for Harry D. Madonna includes $26,795, $15,778, and $12,192 of automobile and transportation allowance, $26,975, $26,405, and $12,380 of business development expense including a club membership which is sometimes used for personal purposes, $5,808,
 
 
 
-21-- 22 -
 
 
$3,727,(2)    In 2010, all other compensation includes $30,579 of automobile and $3,736transportation allowance, $16,615 for a supplemental term life insurance policy, $11,612 of business development expense including a club membership which is sometimes used for personal purposes, $4,357 for a supplemental long-term disability policy, $9,800 $4,692and $3,732in matching contributions by Republic Firstmade to Republic First’sthe company’s 401(k) plan, and $104,816, $99,825, and $142,250$0 in contributions by Republic First to the deferred compensation plan maintained for the benefit of its officers and directors.
(3)   In 2009 and 2008, respectively, all other compensation for Andrew J. Logue includes $4,664, and $604 of business development expenses, and $8,461 and $0
        matching contributions by Republic First to Republic First’s 401(k) plan.
(3)In 2010, all other compensation includes $18,961 of automobile and transportation allowance and $9,800 in matching contributions made to the Company’s 401(k) plan.
(4)In 2009 and 2008, respectively,2010, all other compensation for Rhonda Costello includes $2,123,$17,918 of automobile and $707 of business development expenses,transportation allowance and $6,992 and $0$8,054 in matching contributions by Republic Firstmade to Republic First’sthe Company’s 401(k) plan.
(5)In 2009,2010, all other compensation for Jay Neilon includes $1,261of business development expenses,$16,596 of automobile and $3,985transportation allowance and $7,400 in matching contributions by Republic Firstmade to Republic First’sthe Company’s 401(k) plan.
(6)In 2009,2010, all other compensation for Frank Cavallaro includes $930$11,925 of business development expenses.automobile and transportation allowance and $5,414 in matching contributions made to the Company’s 401(k) plan.

2009 Grants of Plan-Based Awards Tablein 2010
 
NameGrant Date
All Other Option
Awards: Number
of Securities
Underlying
Options (#)
Exercise or Base
Price of Option
Awards ($ / Sh)
Closing Price on
Grant Date
($ / Sh)
Grant Date Fair
Value of Stock
and Option
Awards (1) ($)
Harry D. Madonna                        
Chief Executive Officer
January 2112,0007.857.8531,680
Frank Cavallaro                               
Chief Financial Officer
September 2 7,5005.715.7113,200
Rhonda Costello                
Chief Retail Officer
February 2610,0005.705.7019,700
Andrew Logue               
Chief Operating Officer
February 2610,0005.705.7019,700
NameGrant Date
All Other Option
Awards: Number
of Securities
Underlying
Options (#)
Exercise or Base
Price of Option
Awards ($ / Sh)
Closing Price on
Grant Date
($ / Sh)
Grant Date Fair
Value of Stock
and Option
Awards (1) ($)
Harry D. MadonnaJanuary 27, 201012,0004.504.5022,560
Andrew J. LogueJanuary 19, 201020,0005.125.1242,800
Andrew J. LogueApril 29, 201020,0003.953.9533,000
Rhonda CostelloJanuary 19, 201020,0005.125.1242,800
Jay M. NeilonJanuary 19, 201010,0005.125.1221,400

(1)The grant date fair value was determined in accordance with ASC 718-10, by the Black-Scholes option pricing model.  The following assumptions were utilized: a dividend yield of 0%; expected volatility of 21.58% to 27.61%33.67%; a risk-free interest rate of 1.91%3.14% to 2.91%3.20%; and an expected life of 7.0 years. Options vest after three to four years from the date of the grant, and may be subject to acceleration upon completion of a change in control, as defined in the plan.

The Company’s compensation committee authorized the granting of the options in the table shown above. Options issued to Mr. Madonna represented the annual grant of options as per his employment contract.
 
Summary Compensation and Grants of Plan-Based Awards.  Our named executive officers receive from the Company a combination of base salary, health and welfare benefits, bonus compensation, long-tern incentive compensation in the form of stock option awards, qualified and nonqualified deferred compensation and perquisites.  Bonus compensation is paid at the discretion of the compensation committee of the Company’s board of directors after consideration of numerous factors, which may include net income, core deposits, loan growth, income from loan programs, and other factors set by the compensation committee.
 
- 23 -
Mr. Madonna currently serves as chairman of the board, president and chief executive officer of the Company and Chairman of the Board and Chief Executive Officer of the Bank, and the compensation paid to Mr. Madonna is determined, in large part, by
-22-
the terms of his employment agreement.  On January 25, 2010, the Company, the Bank, and Mr. Madonna entered into an amended and restated employment agreement, effective January 1, 2010.  The amendments were initiated at Mr. Madonna’s request to reduce his annual compensation and certain other benefits in recognition of the state of the economy in general and the financial services industry in particular, as well as the financial performance of the Company and to further align the interests of the Company and Mr. Madonna.  Compared to the prior agreement, the amended and restated agreement extends the term of the agreement, reduces Mr. Madonna’s annual base salary, eliminates automatic annual compensation increases and guarantiedguaranteed deferred compensation, reduces by 50% the costs to the Company and th ethe Bank of providing health benefits, an automobile and certain other benefits, and eliminates the tax “gross-up” provision in the event of a change of control, as defined in the agreement.
 
The amended and restated employment agreement provides for Mr. Madonna’s continuing service as chairman of the board, president and chief executive officer of the Company and the Bank, for an initial term of three years beginning January 1, 2010 at an annual base salary of $425,000.  The Company and the Bank may terminate Mr. Madonna’s agreement with notice at least six months prior to the scheduled expiration/renewal date or any time for good reason.  Mr. Madonna may terminate the agreement with six months prior notice.  Mr. Madonna is also eligible to receive annual increases in base salary and annual bonuses in amounts determined in the sole discretion and determination of the Compensation Committee of the Company’s Board of Directors upon achieving mutually agreed upon budget criteri a.criteria.  He may also receive discretionary deferred compensation.  Annually, for each of the three years of the agreement, Mr. Madonna will receive options to purchase 12,000 shares of the Company’s common stock at a per share exercise price equal to the price on the date of grant.  Options will vest four years after their date of grant.  Mr. Madonna will be provided one half the costs of an automobile and will be reimbursed for its operation, maintenance and insurance expenses.  Additionally, he will receive one half of the cost of health and disability insurance available to all employees, term life insurance for three times his salary, business related travel and entertainment expenses and club dues and expenses.  The agreement with Mr. Madonna provides for severance and change in control payments, which are discussed below under the caption, “Severance and Change in Control Benefits” on page 25.  It also provides for the n on-disclosurenon-disclosure by Mr. Madonna of confidential information acquired by him in the context of his employment with the Company and the Bank.
 

On August 20, 2008, we entered into an employment agreement with Mr. Logue which entitles him to an annual base salary of $250,000 per year, subject to annual review. In addition, Mr. Logue received a $50,000 signing bonus and an option to purchase 20,000 shares under the Plan described below.  He is also eligible to receive discretionary annual bonuses to be determined by the compensation committee for the board. Mr. Logue is eligible to participate in the standard benefit plans and programs offered to all full-time employees, paid time off, an automobile allowance and reimbursement for all reasonable and necessary expenses incurred during the performance of his duties.  On April 1, 2010, Mr. Logue’s employment agreement was amended to reflect his promotion to the position of President and Chief Operating Officer of the Bank.  In connection with Mr. Logue’s promotion, his base salary was increased to $265,000 per year and Mr. Logue received an option to purchase an additional 20,000 shares pursuant to the Plan.
 
-23-- 24 -
 
 
2009 Mr. Logue’s agreement also provides for severance benefits described below under “Severance and Change in Control Benefits”.  It also provides for the non-disclosure by Mr. Logue of confidential information acquired by him in the context of his employment, and for covenants providing for the non-solicitation of customers and employees and non-competition for a period of twelve months following any cessation of employment.
On August 26, 2008, we entered into an employment agreement with Ms. Costello, which entitles her to an annual base salary of $175,000 per year, subject to annual review. In addition, Ms. Costello received a $35,000 signing bonus and an option to purchase 20,000 shares under the Plan described below.  She is also eligible to receive discretionary annual bonuses to be determined by the compensation committee for the board. Ms. Costello is eligible to participate in the standard benefit plans and programs offered to all full-time employees, paid time off, an automobile allowance and reimbursement for all reasonable and necessary expenses incurred during the performance of her duties.
Ms. Costello’s agreement also provides for severance benefits described below under “Severance and Change in Control Benefits”.  It also provides for the non-disclosure by Ms. Costello of confidential information acquired by her in the context of her employment, and for covenants providing for the non-solicitation of customers and employees and non-competition for a period of twelve months following any cessation of employment.
The Company maintains the Amendment and Restatement No. 3 of the Stock Options Plan and Restricted Stock Plan of Republic First Bancorp, Inc. (“Plan”), under which the Company may grant options, restricted stock or stock appreciation rights to the Company’s employees, directors, and certain consultants.  Under the terms of the Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares that may be available for grant under the Plan to 1.5 million shares, are available for such grants.  As of December 31, 2010, the only grants under the Plan have been option grants.  The Plan provides that the exercise price of each option granted equals the market price of the Company’s stock on the date of grant. Any option granted vests within one to five years and has a maximum term of ten years.
- 25 -
Outstanding Equity Awards At Fiscal Year-End Tableat December 31, 2010
 
Option Awards
 
Name
Number of Securities
Underlying
Unexercised Options
(#) Exercisable (1)
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
(1)(2)
Option Exercise Price
($) (1)
Option Expiration
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)(2)
Option
Exercise
Price ($) (1)
 
 
 
 
Option Vesting
Date
Option Expiration
Date
Harry D. Madonna 12,0007.85January 21, 2019 12,0004.50January 27, 2014January 27, 2020
4,0008,0007.85
January 21, 2012(3)
January 21, 2019
 12,0005.99January 23, 2018 12,0005.99January 23, 2012January 23, 2018
 13,20011.77January 2, 2017 13,20011.77January 2, 2011January 2, 2017
27,104 10.05April 20, 201527,104 10.05 April 20, 2015
25,342 6.16January, 1, 201425,342 6.16 January, 1, 2014
Andrew J. Logue 10,0005.70February 26, 2019 20,0003.95April 29, 2014April 29, 2020
 1,0007.72November 25, 2018 20,0005.12January 19, 2014January 19, 2020
 20,0008.00August 26, 2018 10,0005.70February 26, 2013February 26, 2019
 5,0007.72November 25, 2012November 25, 2018
 20,0008.00August 26, 2012August 26, 2018
Rhonda Costello 10,0005.70February 26, 2019 20,0005.12January 19, 2014January 19, 2020
 1,0007.72November 25, 2018 10,0005.70February 26, 2013February 26, 2019
 20,0008.00August 26, 2018 5,0007.72November 25, 2012November 25, 2018
 20,0008.00August 26, 2012August 26, 2018
Jay Neilon 10,0005.12January 19. 2014January 19, 2020
 10,0005.70February 26, 2013February 26, 2019
Frank Cavallaro 7,5005.71September 2, 2019 7,5005.71September 2, 2013September 2, 2019

(1)The number of shares of common stock underlying options and the option exercise prices have been adjusted in accordance with their terms as a result of the Company’s 10% stock dividend in April, 2007.
(2)All unexercisable options will vest on the earlier of the fourth anniversary of the date of grant, or upon completion of a change in control, as defined in the plan.  Date of grant is 10 years prior to option expiration date.
(3)Options vest one-third on January 21, 2010, one-third on January 21, 2011, and one-third on January 21, 2012.


2008 Pension Benefits Tableat December 31, 2010
 
NamePlan Name
Number of Years Credited
Service (#)
Present Value of
Accumulated Benefit ($)
Plan Name
Number of Years Credited
Service (1)
Present Value of
Accumulated Benefit ($)
Harry D. Madonna
Supplemental retirement
benefits
17210,883Supplemental retirement benefits18210,883

(1)Mr. Madonna's years of credited service and the present value of his accumulated benefit were determined as of December 31, 2009,2010, which is the same pension plan measurement date that the Company used for financial statement reporting purposes with respect to its audited financial statements for the fiscal year ended December 31, 2009.2010.
- 26 -

In 1992, the Company adopted a supplemental retirement plan for non-employee directors.  The plan was frozen to new participants in 1992, but the Company continues to maintain the plan for participants who served as non-employee directors in 1992.  At that time, Mr. Madonna was a non-employee director and he continues to be a participant in the plan.  The present value of accumulated benefit was calculated based upon the actuarial present value of accumulated benefits, calculated as of December 31, 2009,2010, as follows.described below. The plan provides for a retirement benefit of $25,000 per year for ten years, which payments may begin at the later of actual retirement date or 65 years of age. As Mr. Madonna has reached 65 years of age, the amount shown as the present value of the accumulated benefit is the amount necessary to fund $25,000 annual payments over a ten year period commencing as December 31, 2009,2010, the end of the Company’s most recently completed fiscal year, determined using a 4% discount rate.  Upon completion of a change in control, in satisfaction of all his rights under this arrangement, Mr. Madonna will be entitled to receive approximately $250,000.
 
-24-

2009 Nonqualified Deferred Compensation Tableat December 31, 2010
 
Name
Executive
Contributions in
Last Fiscal Year
($)
Registrant
Contributions in
Last Fiscal Year
($)(1)
Aggregate
Earnings in Last
Fiscal Year
($) (2)
Aggregate
Withdrawals/
Distributions
in Last Fiscal Year
($)
Aggregate
Balance at Last
Fiscal Year-End
($)(3)
Executive
Contributions in
Last Fiscal Year
($)
Registrant
Contributions in
Last Fiscal Year
($)(1)
Aggregate
Earnings in Last
Fiscal Year
($) (2)
Aggregate
Withdrawals/
Distributions
in Last Fiscal Year
($)
Aggregate
Balance at Last
Fiscal Year-End
($)(3)
Harry D. Madonna-104,816(136,943)150,045149,171--(22,374)-129,209

(1)Company contributions are also included as other compensation in the Summary Compensation Table.
(2)Participant accounts areMr. Madonna’s account is credited with gains, losses and expenses as if theyit had been invested in the common stock of the Company.   The amount reported is not included in the Summary Compensation Table.
(3)The aggregate balances include company contributions of $0, $104,816, $99,825, and $142,250$99,825 for Mr. Madonna, all included as other compensation in the Summary Compensation Table for 2010, 2009, 2008, and 2007,2008, respectively.  Company contributions to the deferred compensation plan vest over a three year period or completion of a change in control, as defined in the plan.  On February 27, 2009, a vested benefit of $150,045 was distributed to Mr. Madonna. At December 31, 2009,2010, the vested balance for Mr. Madonna is $0.was $60,658.

The Company maintains a deferred compensation plan for the benefit of certain officers and directors.  As of December 31, 2009, no additional individuals may participate in the plan.plan and Mr. Madonna is the only named executive officer who is an eligible participant.  The plan permits certain participants to make elective contributions to their accounts, subject to applicable provisions of the Internal Revenue Code.  In addition, the Company may make discretionary contributions to participant accounts.  Company contributions are subject to vesting, and generally vest three years after the end of the plan year to which the contribution applies, subject to acceleration of vesting upon certain changes in control (as defined in the plan) and to forfeiture upon termination for cause (as defined in the plan).  Participant accounts are adjusted to reflect contributions and di stributions,distributions, and income, gains, losses, and expenses as if the accounts had been invested in permitted investments selected by the participants, including Company common stock.  The plan provides for distributions upon retirement and, subject to applicable limitations under the Internal Revenue Code, limited hardship withdrawals.
- 27 -
 
Severance and Change in Control Benefits.  Mr. Madonna’s employment agreement with the Company and the Bank provides for certain severance and change in control benefits.  Upon the occurrence of a change in control (as defined in the agreement), termination for any reason other than death, resignation by the executive without cause (as defined in the agreement), termination by the Company or the Bank with good reason (as defined in the agreement), Mr. Madonna would receive a severance payment equal to three times his annual base salary plus three times his average bonus over the prior three years and three years of health and life insurance or cash in an amount equal to the cost of such insurance.  In the event that severance amounts and benef itsbenefits payable to Mr. Madonna would subject him to excise taxes under section 4999 of the Internal Revenue Code, the Company would reduce the payments otherwise payable to Mr. Madonna to the extent necessary so that he would not be subject to such excise taxes.  Subject to compliance with Section 409A of the Internal Revenue Code, all severance payments are to be made in a lump sum within 30 days after the triggering event.  In the event that a trigger event had occurred on December 31, 2009,2010, Mr. Madonna would have received $1.9$2.3 million in compensation and benefits.
 
All senior executive officers of the Company have the right to terminate theirThe employment agreements for Mr. Logue and receive aMrs. Costello also provide for certain severance payment upon the occurrence of aand change in control except as otherwise set forth in an existing employment contract. Each senior executive officer isbenefits. Both executives are entitled to the continuation of payments for base salary and the waiver of any premiums for continued coverage under the medical benefits plan for a severance paymentperiod equal to twice the amountgreater of their annual base salary forthree months or until the preceding fiscal year to be paid within fifteen dayssecond anniversary of termination and all stock options previously granted will become fully vested on the date of termination.hire.
The following table shows the estimated amount of payments and benefits that would be provided by the Company to the named executive officers under the plans and agreements described above assuming that their employment was terminated as of December 31, 2010, for various reasons as described below.
 
 
 
-25-- 28 -
 
 
Reason for Termination of Employment
Name of Officer and
  Nature or Payment
Voluntary
By Executive
$
Termination by Us
Without Cause or
Termination by
Executive for Good
Reason
$
Cause
$
Death
$
Disability
$
Termination by Us
without Cause or
Termination by
Executive for Good
Reason in Connection
with a Change in
Control
$
Harry D. Madonna      
     Total cash payment (2)
-2,120,425---2,120,425
     Cost of continuation of benefits-   163,467---   163,467
     Value of accelerated stock awards (1)
------
          Total-2,283,892---2,283,892
       
Andrew J. Logue      
     Total cash payment-  66,250---66,250
     Cost of continuation of benefits-    4,599---  4,599
     Value of accelerated stock awards (1)
------
          Total-  70,849---70,849
       
Rhonda Costello      
     Total cash payment- 56,250---56,250
     Cost of continuation of benefits-   4,599---  4,599
 Value of accelerated stock awards (1)
------
          Total- 60,849---60,849
       
Jay Neilon      
     Total cash payment------
     Cost of continuation of benefits------
     Value of accelerated stock awards (1)
------
          Total------
       
Frank A. Cavallaro      
     Total cash payment------
     Cost of continuation of benefits------
     Value of accelerated stock awards (1)
------
          Total------

(1)Represents the value of profit recognized on unvested stock options that would be accelerated as a result of the termination of employment. The profit is calculated by using the closing price of the Company’s stock as of December 31, 2010.
(2)Includes $129,209, representing benefits payable under the deferred compensation plan, and $210,883, representing the present value of Mr. Madonna’s supplemental retirement benefits, or ten annual payments of $25,000 each, determined using a 4% discount rate.  In lieu of annual supplemental retirement benefit payments, Mr. Madonna may elect to receive an assignment of a life insurance policy, which had a cash surrender value of $220,727 at December 31, 2010.

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Director Compensation
 
The following table sets forth information regarding compensation paid by the Company to its current non-employee directors during 2009.2010.
 
2009 Director Compensation Tablein 2010
 
Name
Fees Earned or
Paid in Cash ($)
Option Awards (1)
(2) ($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings (3) ($)
All Other
Compensation
(4) ($)
Total ($)
Fees Earned or
Paid in Cash
($)
Option Awards
(1), (2)
($)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings (3) ($)
All Other
Compensation
(4)
($)
Total
($)
William W. Batoff35,375              7,920          1,886        12,000          57,181        52,750            5,640       962      5,000     64,352
Robert J. Coleman26,000              7,920         12,000          45,920        36,750            5,640       -      5,000     47,390
Theodore J. Flocco, Jr. (3)31,000              7,920         13,000          51,920        39,250            5,640       -      5,000     49,890
Lyle W. Hall, Jr.47,750              7,920         12,000          67,670        14,500            5,640       -      4,000     24,140
Neal I. Rodin29,500              7,920          8,111        12,000          57,531        37,500            5,640       7,435      5,000     55,575
Barry L. Spevak34,000              7,920         12,000          53,920        48,500            5,640       -      5,000     59,140
Harris Wildstein Esq. (4)24,500              7,920          7,799        12,000          52,219        41,500            5,640       8,111      5,000     60,251
  
(1)The amount shown is the dollar amount recognized for financial statement reporting purposes with respect toaggregate fair value as of the referenced fiscal yeargrant date in accordance with ASC 718-10. See footnote (1) to the 20092010 Summary Compensation Table on page 21 for assumptions made in the valuation of option awards for financial statement reporting purposes.
(2)Each director other than Mr. Flocco, received a grant of 3,300 options (as adjusted as a result of the Company's 10% stock dividend in April, 2007) on January 2, 2007.  Each such option vests three years after the date of grant, subject to acceleration upon completion of a change in control, as defined in the plan.  The fair value as of the date of grant for each director was $15,210.  Each director, other than Mr. Flocco, received a grant of 3,000 options on January 23, 2008.27, 2010.  Each such option vests three years after the date of grant, subject to acceleration upon completion of a change in control.  The fair value as of the date of grant for each director was $6,510.  Each director received a grant of 3,000 options on January 21, 2009.  Each such option vests three years after the date of grant, subject to acceleration upon completion of a c hange in control.  The fair value as of the date of grant for each director was $7,920.$5,640.  As of December 31, 2009,2010, the following directors had the following outstanding options: Mr. Batoff, 16,996;19,996; Mr. Coleman, 16,996;19,996; Mr. Flocco, 3,000;6,000; Mr. Hall, 16,996;10,996; Mr. Rodin, 16,996;19,996; Mr. Spevak, 16,996;19,996; and Mr. Wildstein, 73,914.76,914.
(3)Amounts shown represent the 20092010 expense for supplemental retirement benefits for directors who served as such in 1992, the year in which the benefit originated. The benefit is not provided to directors who joined the board of directors since 1992.
(4)Amounts shown represent payments to directors for business development and other expenses incurred in their capacity as directors.

Employee directors receive no additional compensation for their service on the board.  During 2009,2010, non-employee directors received a $6,000 quarterly retainer.retainer fee in January and April and a $9,000 quarterly retainer fee in July and October.  The audit committee chair received $1,500 for each audit committee meeting attended and from January through April 2010 each other member of the audit committee received $1,000 for each audit committee meeting attended.  In May 2010, the per meeting fee for each audit committee attended was increased to $1,500. The chair of all other board committees received $750 for each committee meeting attendeda one-time payment of $2,000 during 2010 and from January through April each other member of those committees received $500 for each committee meeting attended.  During 2009,In May 2010, the per meeting fee for each committee meeting attended was increased to $1,000.  Also during 2010, non-employee directors also received an additional retainer of $1,000 per month from FebruaryJanuary through DecemberMay for business development and other expenses incurred in connection with their service as directors.
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Non-employee directors are eligible to receive grants of stock options under the Company’s stock option plan and restricted stock plan and grants are made from time to time, typically on an annual basis.  Certain non-employee directors, namely Messrs. Spevak and Wildstein, are also eligible to participate in athe deferred compensation plan.  Prior to his death. Mr. Batoff was eligible to participate in the deferred compensation plan.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Transactions with related persons
 
The Bank has made, and expects to continue to make in the future, loans to directors and executive officers of the Company and the Bank, and to their family members, and to firms, corporations, and other entities in which they and their family members maintain interests. None of such loans are, as of the date of the Annual Report on Form 10-K, or were at December 31, 2009,2010, nonaccrual, past due, restructured or potential problems, and all of such loans were made in the ordinary course of  business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank and did not involve more than the normal risk of collectability or present other unfavorable features.
 
Prior to January 31, 2005, First Bank of Delaware was a wholly owned subsidiary of the Company.  ThreeIn January 2005, First Bank of Delaware was spun off from the Company.  Two of the Company’s sevensix directors, Messrs. Batoff, Madonna and Wildstein, are and continue to be members of First Bank of Delaware’s five person board.board of directors. Prior to his death, Mr. Batoff also served as a director of the First Bank of Delaware.  At the time First Bank of Delaware was spun off from the Company, the Bank and BSC Services Corporation, a wholly-owned subsidiary of First Bank of Delaware, entered into a number of agreements pursuant to which BSC Services Corporation provided support services to the Bank.  In December 2008, these agreements were terminated and the Company entered into similar agreements with First Bank including a financial accounting and reporting service agreement, complianceof Delaware pursuant to which the Company would provide support services agreement, operation and data processing services agreement; and human resources and payroll services agreement.to First Bank of Delaware. The Company and First Bank of Delaware have transitioned away from this relationship.substantially reduced all shared service arrangements.  The First Bank of Delaware r eimbursedreimbursed the Company $235,000$60,598 during 20092010 for the remaining services shared between the two organizations.
 
                 During 2009, the Company made payments in the amount of $1.4 million for fees related to architectural design, interior design, securing approvals, and construction management services to InterArch, a company owned by the spouse of Vernon W. Hill, II. Mr. Hill has made an investment inII is a beneficial owner of more than five percent of the Company’s outstanding common stock as a result of his current holdings of common stock and certain convertible trust preferred securities issuedsecurities.  Accordingly, he and his wife are considered related persons. We are party to a consulting agreement with Mr. Hill, pursuant to which he received $250,000 for services rendered during 2010.
In addition, we paid $195,000 during 2010 to InterArch Design, Inc., a company that is wholly-owned by Mr. Hill’s wife, for marketing support, website design, architectural, and interior design services. A significant portion of the Company and currently acts as a consultantfees paid during 2010 were related to one-time marketing efforts associated with rebranding to the name Republic Bank. The convertible nature of these securities results in beneficial ownership of more than 5% of the outstanding shares of the common stock of the company. In order to adopt more of a retail customer focus, the Company remodeled each of its existing locations. Capital improvements totaling $8.3 million were made to the existing locations. Architectural design and construction management services provided by InterArch related to these improvements represented approximately 11% of the overall project costs, or $0.9 million. In addition, the Company utilized InterArch for similar services with respect to new locations for future growth and expansion at a cost of $0.5 million. Competitive bids were solicited and received prior to the selection of InterArch for architectural and design services and during 2009, the Company engaged a nationally recognized independent accounting firm to review certain related party transactions. The findings provided by this firm were used to manage the related party expenditures associated with construction and renovation projects to industry standards. Based on these findings and its own detailed review, management believes disbursements made to Interarch were substantially equivalent to those that would have been paid to unaffiliated companies for comparable goods and services and were within the range of indust ry standards for such services.

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Review, approval or ratification of transactions with related persons
 
All transactions, including arrangements and relationships, with related persons that are required to be disclosed pursuant to Item 404 of Securities and Exchange Commission Regulation S-K are approved by theour board of directorsdirectors.  Extensions of credit to insiders, including related persons, are made pursuant to a written policy designed to ensure compliance with Federal Reserve Board Regulation O, the Company.primary federal banking regulation which governs extensions of credit to insiders, and is applicable to the Bank.
 
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CODE OF ETHICS
 
The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  The text of the Company’s code of ethics is available on the Company’s website at www.rfbkonline.com.www.myrepublicbank.com.
 
AUDIT-RELATED INFORMATION
 
Registered Public Accounting FirmPROPOSAL 2
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2010 was the firm of ParenteBeard LLC  (“ParenteBeard”).  The audit committee selected Beard Miller Company LLP, or Beard,ParenteBeard as the independent registered public accounting firm for the Company for the fiscal yearsyear ending December 31, 20082011. Although the Company is not required to do so, the Company believes that it is appropriate for it to request shareholder ratification of the appointment of ParenteBeard as its independent registered public accounting firm for the fiscal year ending December 31, 2011. If shareholders do not ratify the appointment, the Audit Committee will investigate the reasons for the shareholders’ rejection and 2009.reconsider the appointment, but it will not be required to and may not change the appointment of the Company’s independent registered public accounting firm. In addition, even if the shareholders ratify the selection of ParenteBeard, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interest of the Company.

The Company has been advised that representatives of ParenteBeard will be present at the Annual Meeting with the opportunity to make a statement if the representatives desire to do so. It is expected that the representatives will be available to respond to appropriate questions.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
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INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Prior to October 1, 2009, the Company’s independent registered public accounting firm was Beard Miller Company LLP.  On October 1, 2009, Beard notified the Company was notified that the client-auditor relationship between the Company and Beard had ceased as the audit practice of Beard Miller Company LLP was combined with ParenteBeard LLC, or ParenteBeard, in a transaction pursuant to which Beard combined its operations with ParenteBeard and certain of the professional staff and partners of Beard joined ParenteBeard either as employees or partners of ParenteBeard. On October 1, 2009, Beard notified the Company that the client-auditor relationship between the Company and Beard had ceased.  With the approval of our audit committee on October 1, 2009, ParenteBeard was engaged as the Company’s independent registered public accounting fir mfirm upon the cessation of the client-auditor relationship with Beard.Beard for the fiscal year ended December 31, 2009.

Prior to engaging ParenteBeard, the Company did not consult with ParenteBeard regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by ParenteBeard on the Company’s financial statements, and ParenteBeard did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
 
The report of independent registered public accounting firm of Beard regarding the Company’s financial statements for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the years ended December 31, 2008, 2007, and 2006, and during the interim period from the end of the most recently completed fiscal year through October 1, 2009, the date of resignation, there were no disagreements with Beard on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Beard would have caused it to make reference to such disagreement in its reports.
 
ParenteBeard has advised the Company that one or more of its representatives will be present at the 2010 annual meeting to make a statement if they so desire and to respond to appropriate questions.
 
 
-28-- 33 -
 
 
The following table presents the aggregate fees billed by Beard and ParenteBeard, the Company’s principal accountants,independent registered public accounting firm, for the fiscal years ended December 31, 20092010 and 2008.2009.
 
Fee Category 
2009 Fees ($)
  2008 Fees ($)  2010 Fees  2009 Fees 
Audit Fees (1) $180,603  $180,900  $198,677  $211,847 
Audit-Related Fees (2) $19,063   34,235   91,317   19,063 
Tax Fees (3) $23,824   20,000   36,301   31,084 
All Other Fees (4)  —   —   —   — 
Total Fees $223,490  $235,135  $326,295  $261,994 

  (1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, internal control over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by ParenteBeard, LLP in connection with statutory and regulatory filings or engagements.
(1)  Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, internal control over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by ParenteBeard, LLC in connection with statutory and regulatory filings or engagements.
(2)  Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”  Includes fees for services related to the employee benefit plan audit, due diligence related to mergers, acquisitions and a capital raise, and other attest services not required by statute or regulation.
(3)  Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.  These services include assistance regarding federal and state tax compliance, tax audit defense, customs and duties, and mergers and acquisitions.
(4)  All Other Fees consist of fees billed for products and services provided by the independent registered public accounting firm, other than those services described above.

The audit committee meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates.  The audit committee also meets with the Company’s independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to the Company’s earnings announcements, to review the results of their auditors’ work.  During the course of the year, the chairman of the audit committee has the authority to pre-approve requests for services that were not approved in the annual pre-approval process.  The chairman reports any interim pre-approvals at the following quarterly meeting.  At each of the meetings, management and the Company’s independent auditors update the audit committee w ithwith material changes to any service engagement and related fee estimates as compared to amounts previously approved. During fiscal 2009 allAll of the audit and non-audit services performed by Beard Miller Company LLP, or ParenteBeard LLC for the Company in fiscal years 2009 and 2010 and described above were pre-approved by the audit committee in accordance with the foregoing procedures.
 
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of these reports.  During 2009, each of our directors filed one Form 4, reporting one transaction, that was not timely.  Edward J. Ryan also filed one Form 4, reporting one transaction, that was not timely.  Based on the Company’s review of the copies of the reports filed by such persons and written representations, the Company believes that all filings required to be made by Reporting Persons for the period from January 1, 20092010 through December 31, 20092010 were made on a timely basis.basis with the exception of Mr. Neilon who did not timely report on his Form 3 an option award.  Subsequent to December 31, 2010, each Executive Officer and Director, as listed on the Security Ownership of Certain Beneficial Owners and Management, with the exception of Brian P. Tierney (director nominee), did not timely report on a Form 4 the receipt of a stock option award.
 

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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2009, with respect to the shares of common stock that may be issued under the Company’s existing equity compensation plans.
Plan
Category
 
Number of Shares to
Be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
  
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights
  
Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
First Column)
 
Equity Compensation Plans
approved by security holders
  544,304  $8.03   (1)
Equity compensation plans
not approved by security holders
  —   —   — 
     Total  544,304  $8.03   (1)

(1)  The amended plan includes an “evergreen formula” which provides that the maximum number of shares which may be issued is 1,540,000 shares plus an annual increase equal to the number of shares required to restore the maximum number of shares available for grant to 1,540,000 shares.

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2012 ANNUAL MEETING
 
Any shareholder who intends to present a proposal for consideration at the Company’s 20112012 Annual Meeting of Shareholders must submit her or his proposal to the Company no later than December 2, 2010,November 29, 2011, in order to have the Company consider the inclusion of such proposal in the Company’s 20112012 Proxy Statement relating to the 20112012 Annual Meeting.  Reference is made to SEC Rule 14a-8 for information concerning the content and form of such proposal and the manner in which such proposal must be made.
 
Any shareholder who intends to present a proposal for consideration at the Company’s 20112012 Annual Meeting of Shareholders outside of the process of SEC Rule 14a-8 must deliver written notice of any proposed director nomination or other proposal for consideration at the Company’s 20112012 Annual Meeting of Stockholders to the Corporate Secretary no later than December 2, 2010,November 29, 2011, pursuant to the Company’s advance notice by-law.  This requirement is separate from and in addition to the SEC requirements that a shareholder must meet in order to have a shareholder proposal included in the Bank’sCompany’s proxy statement.
 
Nominations for election to the board of directors at the 20112012 Annual Meeting may be made only in writing by a shareholder entitled to vote at the 20112012 Annual Meeting of Shareholders.  Such nominations must be addressed as follows:  Kemma Black,Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA 19102.  Nominations for the 20112012 Annual Meeting must be received by the Corporate Secretary no later than December 2, 2010,November 29, 2011, and must be accompanied by the following information: (i) the name and address of the shareholder who intends to make the nomination; (ii) a representation that the shareholder is a holder of record of stock entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or per sonspersons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant
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to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a Proxy Statementproxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated or intended to be nominated by the board; and (v) the consent of each nominee to serve as a director of the Company if so elected.  The Chairman of any meeting of shareholders held to elect directors and the board of directors may refuse to recognize the nomination of any person not made in compliance with such provisions.  There have been no material changes in these procedures since the date of the Proxy Statement for the 2009 Annual Meeting of Shareholders.
 
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REPORTS AND OTHER DOCUMENTS
 
Annual Report
 
A copy of the Company’s 20092010 Annual Report to Shareholders accompanies this proxy statement.  On written request, we will provide, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2009,2010, as filed with the SEC (including a list briefly describing the exhibits thereto), to any record holder or beneficial owner of common stock at the close of business on March 11, 2010,15, 2011, the record date for the annual meeting, or to any person who subsequently becomes such a record holder or beneficial owner.  Additionally, our proxy statement, annual report to shareholders, and proxy card are available on the internet at http://www.cfpproxy.com/5412.  Requests for copies should be directed to Kemma Black,Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102, (215) 735-4422, extension 5251.
 
Security Holders Sharing an Address
 
Only one copy of this Proxy Statement and the accompanying 2010 Annual Report to Shareholders and Form 10-K are being delivered to multiple shareholders sharing an address unless the Company has previously received contrary instructions from one or more of such shareholders.  On written or oral request to Kemma Black,Brown, Corporate Secretary, Two Liberty Place, 50 S. 16th Street, Suite 2400, Philadelphia, PA  19102, (215) 735-4422, extension 5251, the Company will deliver promptly a separate copy of this Proxy Statement and the accompanying 2010 Annual Report to Shareholders and Form 10-K to a shareholder at a shared address to which a single copy of the documents was delivered.  Shareholders sharing an address who wish, in the future, to receive separate copies or a single copy of our Proxy Statements and annual reports should provide written or ora loral notice to the Corporate Secretary at the address and telephone number set forth above.
 

IT IS IMPORTANT THAT YOU VOTE PROMPTLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.  PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, OR VOTE BY TELEPHONE OR BY INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.


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REPUBLIC FIRST BANCORP, INC.
REVOCABLE PROXY FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 2010
Solicited on behalf
By Order of the Board of Directors

The undersigned hereby appoints Rhonda S. Costello and Andrew J. Logue, with full power of substitution, and authorizes them to represent and vote, as designated below and in accordance with their judgment upon any other matters properly presented at the annual meeting, including any motion to adjourn or postpone the meeting, for the purpose of soliciting additional proxies or for any other reason, or other matters incidental to the conduct of the annual meeting or otherwise, all the shares of Republic First Bancorp, Inc. common stock held of record by the undersigned at the close of business on March 11, 2010, at the annual meeting of shareholders, to be held May 11, 2010, and at any and all adjournments or postponements thereof.  The board of directors recommends a vote R 20;FOR” each of the listed proposal.
This proxy when properly executed, will be voted in the manner directed herein by the undersigned shareholders(s).  If no direction is made, this proxy will be voted FOR the proposal set forth herein.  If any other business is presented at such meeting, including any motion to adjourn or postpone the meeting, for the purpose of soliciting additional proxies or for any other reason, or other matters incidental to the conduct of the meeting or otherwise, this proxy will be voted by those names in this proxy in their best judgment.  At the present time, the board of directors knows of no other business to be presented at the meeting.
The undersigned acknowledges receipt from Republic First Bancorp, Inc. prior to the execution of this proxy, of the Notice of Annual Meeting scheduled to be held on May 11, 2010, the Proxy Statement dated on or about April ___, 2010 and Republic First Bancorp, Inc.’s 2009 Annual Report.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued and to be marked, dated and signed on the other side)
ANNUAL MEETING OF SHAREHOLDERS OF
REPUBLIC FIRST BANCORP, INC.
May 11, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
Annual Meeting Materials are available at http://www.cfpproxy.com/5412
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. Election of three Class III Directors of Republic First Bancorp, Inc., each to hold office until the 2013 annual meeting of shareholders and until their successors are elected and qualify.
2. To approve an amendment to the articles of incorporation to increase the authorized shares of common stock from 20,000,000 to 50,000,000.
[ ] FOR  [ ] AGAINST [ ] ABSTAIN
[ ] FOR ALL NOMINEES
NOMINEES:
(01) Theodore J. Flocco, Jr.
(02) Neal I. Rodin
(03) Barry L. Spevak
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
3. To adjourn the annual meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the annual meeting to approve and adopt the amendment to the articles of incorporation.
[ ] FOR ALL EXCEPT
(See instructions below)
[ ] FOR  [ ] AGAINST [ ] ABSTAIN
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and write that nominee(s’) name(s) or number(s) in the space provided below.
Should a director nominee be unable to serve as a director, an event the Republic First Bancorp, Inc. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion to vote for a substitute nominee designated by the board of directors.
  
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]
This proxy may be revoked at any time before it is voted on by delivering to the secretary of Republic First Bancorp, Inc. on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Republic First Bancorp, Inc. common stock, or by attending the annual meeting and voting in person. Attendance at the annual meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described above, then the power of the persons named in this proxy shall be deemed terminated and of no further force and effect.
 Signature of Stockholder  Date:  Signature of Stockholder  Date: 
 /s/ Kemma Brown
 Corporate Secretary


Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.Philadelphia, Pennsylvania
March 23, 2011
 
 
 
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