Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 7, 2008, Paul Frenkiel resigned his position as Executive Vice President and Chief Financial Officer of Republic First Bancorp, Inc., referred to as the "Company," and its subsidiary, Republic First Bank, referred to as the "Bank," a position in which he served as the principal financial officer and principal accounting officer of the Company.

(c)

On November 7, 2008, the boards of directors of the Company and the Bank appointed Edward J. Ryan to serve as the acting Chief Financial Officer of the Company and the Bank effective immediately. As such, Mr. Ryan will be the principal financial officer and principal accounting officer of the Company. Mr. Ryan, age 52, has served as the Controller of the Company and the Bank since October 2005. From 1999 to October 2005, Mr. Ryan served as the Accounting Manager for American Business Financial Services Inc., a financial services organization which is unaffiliated with the Company, where he had managerial responsibilities and reported directly to senior management and the board of directors. Mr. Ryan currently receives an annual base salary of $92,700 and is eligible to participate in the benefit plans available to the Company's officers generally.