425

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 24, 2009

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter)

Pennsylvania	0-15261	23-2434506
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

801 Lancaster Avenue, Bryn Mawr, PA 19010

Registrant’s telephone number, including area code: 610-525-1700

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On November 3, 2009, Bryn Mawr Bank Corporation (the “Corporation”) announced that it had entered into an Agreement and Plan of Merger with First Keystone Financial, Inc (“FKF”). In connection with the announcement, the Corporation furnished an 8-K as of November 4, 2009, which attached, among other things, a slide presentation setting forth information that was discussed on the Corporation’s November 4, 2009 conference call and posted to the Corporation’s website, www.bmtc.com. The Corporation now intends to update the slide presentation to include its third quarter 2009 earnings information, and is therefore furnishing an updated slide presentation attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibit attached hereto, shall not be deemed incorporated by reference into any of the Corporation’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. The information on the Corporation’s website is not a part of this Current Report on Form 8-K.

The Corporation will file with the SEC a Registration Statement on Form S-4 concerning the proposed merger of FKF into the Corporation (the “Merger”). The Registration Statement will include a prospectus for the offer and sale of the Corporation’s Common Shares to FKF shareholders as well as a proxy statement of FKF for the solicitation of proxies from its shareholders for use at the meeting at which the Merger will be voted upon. The combined prospectus and proxy statement and other documents filed by the Corporation with the SEC will contain important information about the Corporation, FKF, and the Merger. We urge investors and FKF shareholders to read carefully the combined prospectus and proxy statement and other documents filed with the SEC, including any amendments or supplements also filed with the SEC. FKF shareholders in particular should read the combined prospectus and proxy statement carefully before making a decision concerning the Merger. Investors and shareholders will be able to obtain a free copy of the combined prospectus and proxy statement – along with other filings containing information about the Corporation – at the SEC’s website at http://www.sec.gov. Copies of the combined prospectus and proxy statement, and the filings with the SEC incorporated by reference in the combined prospectus and proxy statement, can also be obtained free of charge by directing a request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010, attention Robert Ricciardi, Secretary, telephone (610) 526-2059.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 8.01. Other Events.

The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 — Updated Slide Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRYN MAWR BANK CORPORATION
By:	/S/    FREDERICK C. PETERS II
	Frederick C. Peters II, Chairman
	and Chief Executive Officer

Date: November 24, 2009

EXHIBIT INDEX

99.1 — Updated Slide Presentation

EX-99.1

Bryn Mawr

Bank Corporation

NASDAQ: BMTC

Third Quarter 2009 Update

Exhibit 99.1

2

This presentation contains certain forward-looking statements.

Forward-looking statements can be identified by the fact that they do

not relate strictly to historical or current facts. They often include the

words believe, expect, anticipate, intend, plan, estimate or words of

similar meaning. Forward-looking statements, by their nature, are

subject

to

risks

and

uncertainties.

A

number

of

factors,

many

of

which

are beyond the Corporation's control could cause actual conditions,

events or results to differ significantly from those described in the

forward looking statements. Forward-looking statements speak only as

of the date they are made. The Corporation does not undertake to

update forward-looking statements.

Safe Harbor

3

Bryn Mawr Bank Corporation

Profile

Founded in 1889 –

120 year history

A unique business model with a traditional

commercial bank ($1.2 billion) and a trust

company ($2.7 billion) under one roof

Wholly owned subsidiary –

The Bryn Mawr Trust

Company

Located on Philadelphia’s affluent “Main Line”

4

Chester

Bucks

Montgomery

Berks

State of Delaware

Philadelphia

New Jersey

Delaware

New Jersey

The Franchise Footprint

9 Full Service Branches/

7 Life Care Facilities

Source: Public School

Review

Average Household Income

$84,600

$41,000

$-

$20,000

$40,000

$60,000

$80,000

$100,000

BMTC Target Market

Penna. State

Average

Percent of Population with

College Degree

0%

20%

40%

60%

70%

BMTC Target Market

Penna. State Average

10%

30%

50%

59%

22%

5

Investment Considerations

A great brand & franchise

Solid financial fundamentals

Excellent overall credit quality

Outstanding target market demographics

New business initiatives driving growth

Well-capitalized

6

2009 (YTD)

2008

2007

Net Interest

Income

$29.9M

$37.1M

$34.2M

Net Income

$7.7M

$9.3M

$13.6M

Diluted EPS

$0.88

$1.08

$1.58

ROA

0.88%

0.89%

1.59%

Financial Highlights

Portfolio Loans &

Leases

$887M

$900M

$803M

Tangible Book

Value Per Share

$10.44

$9.55

$10.60

Tangible Common

Equity Ratio

7.74%

7.19%

9.02%

Dividends Declared

$0.42

$0.54

$0.50

7

2008 Results

Leasing portfolio provision

Mortgage servicing rights impairment

Margin contraction

Financial market impact on Wealth Management Revenue

2009 Results (YTD)

Robust in-market residential mortgage originations

Strong rebound in wealth management assets: $2.7 billion

Stable margin: 3.64% (Q32009) versus 3.63% (Q42008)

Strong deposit growth

Solid investment performance, No OTTI charges

Loan quality strong with nonperforming loans of 78 basis

points

Lease portfolio charge-offs have gradually declined each

quarter in 2009

8

2009 Strategies

Increase the net interest margin

Credit quality

Control expenses

Use banking industry turmoil to attract new

clients

Opportunistic expansion

Raise capital as needed

New Business Initiatives

10

BMTC

of

Delaware

opened

(4

th

Qtr

2008)

The Delaware Advantage

Generation Skipping Trusts

Directed Trusts

$333 million in assets at 9/30/2009

West Chester, PA Regional Banking Office

Branch, loan center, and wealth office

Opened 1/02/2009

Preceded by loan production office

$19 million in deposits at 9/30/2009

Growth Initiatives -

2009

11

Announced acquisition of First Keystone Financial, Inc.

(11/2/2009)

$525 million in assets

Expands footprint in Delaware and Chester counties with 8

branches

Bryn Mawr Asset Management

“Lift out”

strategy

Three investment advisers hired, $90 million in new assets

Additional opportunities being evaluated

Acquisition of Lau Associates

Financial and Investment Planning Firm acquired 7/15/2008

$526 million in assets under management & supervision at

9/30/2009

Immediately accretive to earnings

Acquisition Initiatives

12

First Keystone Financial, Inc. –

Transaction Summary

Acquiror:

Bryn Mawr

Bank Corporation (NASDAQ: BMTC)

Seller:

First Keystone Financial, Inc. (NASDAQ: FKFS)

Consideration:

Each share of FKFS common stock will be exchanged for

0.6973 BMTC shares

(1)

and $2.06 in cash

Transaction Value:

$34 million

Merger Consideration 

Adjustment:

Per Share Merger Consideration subject to downward

adjustment based on the rise of FKFS delinquencies above

a specified level one month prior to close

Board Representation:

Donald Guthrie (Chairman of the FKFS Board of Directors)

will join the BMTC Bank and Holding Company Boards as a

Director

Closing Condition:

Aggregate amount of FKFS delinquencies must be less than

$16.5 million

Required Approvals:

Customary Regulatory and FKFS Shareholders

Expected Closing:

Q2 2010

Acquiror:

Bryn Mawr

Bank Corporation (NASDAQ: BMTC)

Seller:

First Keystone Financial, Inc. (NASDAQ: FKFS)

Consideration:

Each share of FKFS common stock will be exchanged for

0.6973 BMTC shares

(1)

and $2.06 in cash

Transaction Value:

$34 million

Merger Consideration 

Adjustment:

Per Share Merger Consideration subject to downward

adjustment based on the rise of FKFS delinquencies above

a specified level one month prior to close

Board Representation:

Donald Guthrie (Chairman of the FKFS Board of Directors)

will join the BMTC Bank and Holding Company Boards as a

Director

Closing Condition:

Aggregate amount of FKFS delinquencies must be less than

$16.5 million

Required Approvals:

Customary Regulatory and FKFS Shareholders

Expected Closing:

Q2 2010

(1) Based upon BMTC’s average daily closing price for twenty consecutive trading days ending 10/30/2009 ($16.76)

13

First Keystone Financial Inc. -

Transaction Highlights

Expands

branch

footprint

into

the

attractive

demographic

markets

of

Delaware

and

Chester

County,

Pennsylvania

Important component of strategic plan

Enhances long-term franchise value

Complementary

business

mix

Both banks have a “community focus”

Significant potential synergies identified in wealth management services and residential

mortgage originations

Low

risk

Transaction

Extensive due diligence performed

Conservative credit mark estimated

Achievable cost savings identified

Material

earnings

per

share

accretion

Attractive

internal

rate

of

return

Pro

Forma

capital

ratios

remain

significantly

above

“well

capitalized”

levels

14

Source: SNL Financial

Pro forma financials do not include merger adjustments

BMTC data as of 9/30/2009; FKFS data as of 6/30/2009

(1)

Includes 7 limited service retirement community branches

Pro

Forma

Deposit

Market

Share

–

Delaware

County,

PA

2009

Total

2009

Deposits

Total

in

Market

Branch

Market

Share

Rank

Institution (ST)

Count

($M)

(%)

1

Wells Fargo & Co. (CA)

21

1,630

15.3

2

Royal Bank of Scotland Group

23

1,585

14.9

3

Toronto-Dominion Bank

14

1,360

12.8

4

Citigroup Inc. (NY)

3

1,040

9.8

5

PNC Financial Services Group (PA)

11

929

8.7

6

Banco Santander S.A.

13

830

7.8

Pro Forma

14

563

5.3

7

Beneficial Mutual Bncp (MHC) (PA)

7

386

3.6

8

Alliance Bancorp of Penn (MHC) (PA)

8

338

3.2

9

First Keystone Financial (PA)

7

337

3.2

10

Bryn Mawr Bank Corp. (PA)

7

226

2.1

Top 10

114

8,662

81.3

Market Total

180

10,651

100.0

Expanding Southeast PA Footprint

($ in millions)

BMTC

FKFS

Pro Forma

Assets

$1,196

$525

$1,721

Loans

886

317

1,203

Deposits

899

354

1,253

Branches

16

(1)

8

24

Pro Forma Financials

Bryn

Mawr

Bank

Corp.

(16)

First Keystone Financial, Inc. (8)

15

Time Deposits

32.7%

NOW & Other

Trans. Accts.

16.7%

MMDA,

Savings, &

Other

35.8%

Demand

Deposits

14.8%

Consumer &

Other

24.5%

Commercial &

Industrial

21.6%

Residential

R.E.

22.0%

Commercial

R.E.

26.4%

Construction

R.E.

5.6%

Consumer &

Other

26.8%

Commercial &

Industrial

26.8%

Residential

R.E.

13.3%

Commercial

R.E.

28.9%

Construction

R.E.

4.2%

Pro Forma Loans and Deposits

Source: Company filings

FKFS loan and deposit data as of 6/30/2009

BMTC stand alone loan and deposit data as of 9/30/2009

Time Deposits

26.8%

NOW & Other

Trans. Accts.

14.3%

MMDA,

Savings, &

Other

40.2%

Demand

Deposits

18.7%

Deposits

Loans

BMTC Stand Alone

Total: $886M

Total: $1.2B

Total: $899M

Total: $1.3B

Consumer &

Other

18.0%

Commercial &

Industrial

7.0%

Residential

R.E.

46.1%

Commercial

R.E.

19.4%

Construction

R.E.

9.6%

Time Deposits

47.7%

NOW & Other

Trans. Accts.

22.7%

MMDA &

Savings

24.4%

Demand

Deposits

5.1%

Total: $317M

Total: $354M

BMTC Stand Alone

FKFS Stand Alone

BMTC Pro Forma

FKFS Stand Alone

BMTC Pro Forma

16

First Keystone Financial Inc. -

Due Diligence

Extensive due diligence conducted by BMTC and third parties over

the past month

Conducted extensive credit diligence

BMTC and third party loan review

Reviewed over 65% of commercial portfolio (CRE, C&I, and Construction)

Multiple Construction / Commercial Real Estate sites visited

Conservative credit mark estimated at 4% to 5% of total loans outstanding

including existing Allowance for Loan Loss balance.

Estimated securities portfolio mark –

to –

market

KPMG hired to conduct tax and accounting due diligence assistance

Financial Review

Bryn Mawr Bank Corporation Only

As of 9/30/2009

18

Diluted Earnings Per Share

(1)

Excludes $0.10 per share gain on sale of real estate

(2)

As of September 30, 2009

$1.46

$1.31

$1.48

$1.08

$0.88

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

2005

2006

2007 (1)

2008

2009 (2)

19

Portfolio Loan & Lease Growth

Total Portfolio Loans & Leases Outstanding ($ in millions)

CAGR 14.8%    (2005-2008)

1)

As of September 30, 2009

$595

$681

$803

$900

$887

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2005

2006

2007

2008

2009 (1)

20

Strong Asset Quality

Nonperforming Loans and Leases

1)  As of September 30, 2009

0.07%

0.12%

0.25%

0.65%

0.78%

0.0%

0.1%

0.2%

0.3%

0.4%

0.5%

0.6%

0.7%

0.8%

0.9%

2005

2006

2007

2008

2009 (1)

21

Loan Composition at September 30, 2009

($ in millions)

Commercial Mortgages

Commercial & Industrial

Home Equity Lines & Loans & Consumer Loans

Residential Mortgages

Construction

Leases

$256

$237

$187

$118

$37

$

52

22

Small Ticket National Leasing Business

“Lift out”

strategy

Leases outstanding:  $51.8 million at 9/30/2009

Average yield 10.54%

Experiencing credit issues at this time

Charge-offs have decreased gradually since 12/31/2008

Changes made in underwriting standards and collection

process

Lease portfolio reduced by design -

$7.5 million since

12/31/2008

23

$31.3

$33.3

$34.2

$37.1

$29.9

$0

$5

$10

$15

$20

$25

$30

$35

$40

2005

2006

2007

2008

2009 (1)

Net Interest Income  

CAGR 5.8%     (2005-2008)

1)

As of September 30, 2009

Note: Not on a tax-equivalent basis

($ in millions)

24

Net Interest Margin

On a tax equivalent basis

3.90%

3.63%

3.62%

3.59%

3.64%

3.0%

3.3%

3.5%

3.8%

4.0%

4.3%

4.5%

Sep-08

Dec-08

Mar-09

Jun-09

Sep-09

25

Deposit Growth

Average Annual Deposits ($ in millions)

1)

As of September 30, 2009

$596

$626

$709

$798

$881

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

2005

2006

2007

2008

2009 (1)

26

Average Deposits & Borrowed Funds Mix

Third Quarter 2009

($ in millions)

$20

$168

$394

$199

$120

$151

Non-Interest Bearing DDA

Savings, NOW & Money Market

Time Deposits

Wholesale Deposits, IND & IDC

Borrowed Funds

Subordinated Debt

27

Wholesale Funding Totals

Type

September 30,

2009

% of

Wholesale

Funding

December 31,

2008

% of

Wholesale

Funding

Wholesale CD

$ 23.9

9.0%

$ 51.3

16.8%

PLIGIT

-

-

40.0

13.1

FHLB Advances

147.4

55.5

154.9

50.7

CDARS

40.8

15.3

29.1

9.5

IND/IDC

53.8

20.2

30.5

10.0

Total Wholesale Funding

$ 265.9

100.0%

$ 305.8

100.0%

Total Funding *

$ 1,046.9

$ 1,024.4

Total Wholesale

Funding/Total Funding

25.4%

29.9%

*

Total

Funding

=

All

deposits

plus

borrowings

(includes

wholesale

funding;

excludes

sub

debt)

($ in millions)

28

Additional Funding Sources at September 30, 2009

$ in millions

Available

Used

Fed Funds Line of Credit

(7 Banks)

$ 75

$ 0

FHLB of Pittsburgh*

$ 411

$147

Federal Reserve Bank –

Discount Window Program

$ 75

$ 0

Total

$ 561

$ 147

Total (Percentage)

100%

26%

* Additional FHLB of Pittsburgh common stock would need to be purchased to utilize the unused availability

29

Investment Portfolio as of September 30, 2009

($ in thousands)

Amortized

Fair

Unrealized

SECURITY DESCRIPTION (AFS)

Cost

Value

Gain / Loss

U. S. Government Agency

$ 55,159

$ 55,242

$ 83                

State, County & Municipal

24,628             

25,094               

466                   

FNMA/FHLMC Mortgage Backed Securities

52,963             

54,826             

1,863

GNMA Mortgage Backed Securities

7,580               

7,726             

146                     

Foreign Debt Securities

1,450

1,450

-

Corporate Bonds

12,231

12,634               

403                     

Bond –

mutual funds

11,722

11,783

61

Total AFS Securities

165,733

168,755

3,022

SECURITY DESCRIPTION (Trading)

Short term bond fund

5,076

5,076

-

Total Investment Portfolio

$170,809

$173,831

$3,022

Note: Other assets at September 30, 2009 include approximately $8 million of FHLB of Pittsburgh common stock at cost.

30

Capital Considerations

Bryn Mawr Bank Corporation elected not to take TARP

Capital

Maintains a “well capitalized”

capital position

Selectively add capital as needed to fund growth and

acquisitions

Three additional earn out payments for Lau Associates

at the end of 2009, 2010 and 2011

Active Dividend Reinvestment and Direct Stock

Purchase Plan (DRIP/DSPP)

31

Capital Position -

Bryn Mawr Bank Corporation

Regulatory

Minimum to be

Well Capitalized

Actual

9/30/2009

Tier I

6.00%

9.36%

Total (Tier II)

10.00%

12.49%

Tier I Leverage

5.00%

8.39%

Common Equity

-

8.54%

Tangible Common

Equity

-

7.74%

32

Capital Position -

Bryn Mawr Trust Company (“Bank”)

Regulatory

Minimum to be Well

Capitalized

Actual

9/30/2009

Tier I

6.00%

8.91%

Total (Tier II)

10.00%

12.06%

Tier I Leverage

5.00%

7.98%

33

Capital Raised in 2009

$7.5 million in subordinated debt in April 2009 (Tier Two)

$2.5 million in common stock in April 2009

DRIP/DSPP to provide an incremental stream of capital

34

$2.04

$2.18

$2.28

$2.26

$2.71

$1.0

$1.5

$2.0

$2.5

$3.0

2005

2006

2007

2008

2009 (1)

BMT DE

Lau Associates

Brokerage

Wealth Division

Assets Under Management, Administration,

Supervision and Brokerage (2)

($ in billions)

(1)   As of September 30, 2009

(2)   Excludes Community Banks 2005 -

2007

35

Wealth Management Fees

($ in millions)

Lau Associates

(1)  As of September 30, 2009

$11.5

$12.4

$13.5

$13.8

$10.6

$0

$3

$6

$9

$12

$15

2005

2006

2007

2008

2009 (1)

CAGR 6.3%    2005 – 2008  

36

Summary

Outstanding franchise in a vibrant, growing market

Focus on Wealth Services, Business Banking, and

Private Banking

Investing in growth opportunities today for earnings

growth tomorrow

Announced acquisition will expand footprint

Solid 2009 Strategy to succeed in current economic

recession

Thank You 

Joseph Keefer, EVP

610-

581-

4869

jkeefer@bmtc.com

Duncan Smith, CFO

610-

526 –

2466

jdsmith@bmtc.com

Ted Peters, Chairman

610-581-4800

tpeters@bmtc.com

Frank Leto, EVP

610-581-4730

fleto@bmtc.com