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): February 3, 2010

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. 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 updated the slide presentation on November 24, 2009 to include its fourth quarter 2009 earnings information, and now intends to update the slide presentation to include its fiscal 2009 year-end information. The Corporation is therefore replacing the slide presentation on its website with the 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.

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, President and Chief Executive Officer

Date: February 3, 2010

EXHIBIT INDEX

99.1 — Updated Slide Presentation

EX-99.1

Bryn Mawr

Bank Corporation

NASDAQ: BMTC

Fourth 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 Bryn Mawr

Bank Corporation's (“the Corporation”) 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

Where to Find More Information About the First Keystone

Financial, Inc. Merger

The Corporation has filed with the Securities and Exchange Commission ("SEC") a Registration

Statement on Form S-4 concerning the proposed merger of First Keystone Financial, Inc. into the

Corporation (the “Merger”). The Registration Statement includes a prospectus for the offer and

sale of the Corporation’s Common Shares to First Keystone Financial, Inc.'s shareholders

as well

as a proxy statement for the solicitation of proxies from First Keystone Financial, Inc.'s

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

contain important information about the Corporation, First Keystone Financial, Inc., and the

Merger. We urge investors and First Keystone Financial, Inc.'s 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. First Keystone Financial, Inc.'s shareholders

in particular should read the combined prospectus and proxy statement carefully before making a

decision concerning the Merger. Investors and shareholders may 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

4

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 ($2.9 billion) under one roof

Wholly owned subsidiary –

The Bryn Mawr Trust

Company

Located on Philadelphia’s affluent “Main Line”

5

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%

6

Investment Considerations

A great brand & franchise

Solid financial fundamentals

Excellent overall credit quality

Outstanding target market demographics

New business initiatives driving growth

Well-capitalized

7

2009

2008

2007

Net Interest Income

(in millions)

$40.8

$37.1

$34.2

Net Interest

Margin

3.85%

3.63%

4.11%

Net Income

(in millions)

$10.3

$9.3

$13.6

Diluted EPS

$1.17

$1.08

$1.58

ROA

0.88%

0.89%

1.59%

ROE

10.55%

10.01%

15.87%

Financial Highlights

8

Financial Highlights -

continued

2009

2008

2007

Portfolio Loans &

Leases (in millions)

$887

$900

$803

Wealth Assets in

Total (in billions)

$2.87

$2.26

$2.28

Nonperforming loans

% of loan portfolio

0.80%

0.65%

0.25%

Tangible Book Value

Per Share

$10.40

$9.55

$10.60

Tangible Common

Equity Ratio

7.51%

7.19%

9.02%

Dividends Declared

$0.56

$0.54

$0.50

9

Consistent 2009 Quarterly Results

Net Income

($ in millions)

Basic

Earnings Per

Common

Share

Diluted

Earnings Per

Common

Share

Dividend

Declared Per

Share

4

th

Qtr 2009

$2.64

$0.30

$0.30

$0.14

3

rd

Qtr 2009

2.62

0.30

0.30

0.14

2

nd

Qtr 2009

2.45

0.28

0.28

0.14

1

st

Qtr 2009

2.63

0.31

0.31

0.14

10

2009 Results

Robust in-market residential mortgage originations

Strong rebound in wealth management assets to $2.9

billion

Improving margin: 3.85% (Q42009) vs. 3.63% (Q42008)

Strong deposit growth

Solid Bank investment portfolio performance with realized

gains of approximately $2.0 million

No OTTI charges in 2007, 2008 or 2009

11

2009 Results -

continued

Lease portfolio charge-offs have declined each quarter in 2009 (Q4

2009: $763 thousand vs. Q4 2008: $1.6 million)

Loan quality strong with nonperforming loans and leases of 80

basis points at 12/31/2009

FDIC insurance and special assessment added to 2009 non-interest

expense

Merger related expenses and professional fees increased due to

First Keystone Financial Inc. merger agreement and other initiatives

12

2010 Strategies

Protect the net interest margin

Complete the First Keystone merger and introduce Bryn

Mawr Trust services to its customers

Expand our Wealth Management offerings

Control expenses

Use banking industry turmoil to attract new clients

Opportunistic expansion

Raise capital as needed

Maintain strong capital and liquidity programs

New Business Initiatives

14

Announced acquisition of First Keystone Financial, Inc.

Announced on November 2, 2009

$525 million in assets

Expands footprint in Delaware and Chester counties with 8

branches

New opportunities for BMTC Wealth Management, Business

Banking, Retail Banking and Mortgage Banking

BMTC of Delaware

The Delaware Advantage

Generation Skipping Trusts

Directed Trusts

$386 million in assets at December 31, 2009

Growth Initiatives

15

Bryn Mawr Asset Management

“Lift out”

strategy

Two investment advisers hired, approximately $90 million in new

assets

Additional opportunities being evaluated

Branch Office Expansion and Modernization

West Chester Regional Banking Center Branch

Wayne branch modernization completed

Paoli branch modernization nearing completion

Havertown branch modernization scheduled

Growth Initiatives -

continued

16

First Keystone Financial, Inc. –

Transaction Summary

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

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:

Q3 2010 –

Shareholder vote scheduled March 2, 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 (approximate at announcement)

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:

17

Merger Consideration Adjustment

FKF Delinquencies At Month-

End Preceding Closing

Adjusted Amount Of BMBC

Stock To Be Received For Each

FKF Share

Adjusted Per Share Cash

Consideration  For Each FKF

Share

Less Than $10.5 million

0.6973

$2.06

$10.5 -

$12.5 million

0.6834

$2.02

$12.5 -

$14.5 million

0.6718

$1.98

$14.5 -

$16.5 million

0.6589

$1.95

$16.5 million or more

0.6485

$1.92

Delinquencies are defined in the merger agreement as all loans delinquent 30 days or more, non-accruing loans, other

real estate owned, troubled debt restructurings and the aggregate amount of loans charged-off between 10/31/2008 and

the month-end preceding closing in excess of $2.5 million. FKF delinquencies at 12/31/2009 were $12.4 million.  

18

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

after

expensing

merger

related

costs

Attractive

internal

rate

of

return

Pro

Forma

capital

ratios

remain

significantly

above

“well

capitalized”

levels

19

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

Bryn Mawr

Bank Corp. (16)

First Keystone Financial, Inc. (8)

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

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

20

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

21

First Keystone Financial Inc. -

Due Diligence

Extensive due diligence conducted by BMTC and third parties during

September 2009.

Extensive credit due diligence conducted

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 conducted tax and accounting due diligence

Financial Review

Bryn Mawr Bank Corporation Only

As of December 31, 2009

23

Diluted Earnings Per Share

(1)

Excludes $0.10 per share gain on sale of real estate

24

Portfolio Loan & Lease Growth

Total Portfolio Loans & Leases Outstanding ($ in millions)

CAGR

:

10.5%

(2005-2009)

$595

$681

$803

$900

$887

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2005

2006

2007

2008

2009

25

Asset Quality

Nonperforming loans and leases as a % of portfolio loans and leases

26

Loan Composition at December 31, 2009

$265

$233

$191

$111

$38

$48

Commercial Mortgages

Commercial & Industrial

Home Equity Lines & Loans & Consumer Loans

Residential Mortgages

Construction

Leases

($ in millions)

27

Small Ticket National Leasing Business

“Lift out”

strategy

Leases outstanding:  $47.7 million at 12/31/2009

Lease portfolio reduced by design -

$11.6 million since

12/31/2008

Average yield 10.54%

Quarterly lease charge-offs have continuously

decreased since 12/31/2008

Changes made in underwriting standards and collection

process have improved results

28

$31.3

$33.3

$34.2

$37.1

$40.8

$0

$10

$20

$30

$40

$50

2005

2006

2007

2008

2009

Net Interest Income  

CAGR:

6.9%

(2005-2009)

Note: Not on a tax-equivalent basis

($ in millions)

29

3.63%

3.62%

3.59%

3.72%

3.85%

3.4%

3.5%

3.6%

3.7%

3.8%

3.9%

4.0%

Dec-08

Mar-09

Jun-09

Sep-09

Dec-09

Net Interest Margin

On a tax equivalent basis

30

$596

$626

$709

$798

$888

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2005

2006

2007

2008

2009

Deposit Growth

Average Annual Deposits ($ in millions)

31

Average Deposits & Borrowed Funds Mix

Fourth Quarter 2009

$185

$452

$162

$110

$148

$23

Non-Interest Bearing DDA

Savings, NOW & Money Market

Time Deposits

Wholesale Deposits, IND & IDC

Borrowed Funds

Subordinated Debt

($ in millions)

32

Wholesale Funding Totals

Type

December 31,

2009

% of

Wholesale

Funding

December 31,

2008

% of

Wholesale

Funding

Wholesale CD

$ 15.2

6.5%

$ 51.3

16.8%

PLIGIT

-

-

40.0

13.1

FHLB Advances

144.8

61.7

154.9

50.7

CDARS

21.0

9.0

29.1

9.5

IND/IDC

53.6

22.8

30.5

10.0

Total Wholesale Funding

$ 234.6

100.0%

$ 305.8

100.0%

Total Funding *

$ 1,082.7

$ 1,024.4

Total Wholesale

Funding/Total Funding

21.7%

29.9%

* Total Funding = All deposits plus borrowings (includes wholesale

funding; excludes sub debt)

($ in millions)

33

Additional Funding Sources at December 31, 2009

($ in millions)

Available

Used

Fed Funds Line of Credit

(7 Banks)

$ 75

$ 0

FHLB of Pittsburgh*

$ 448

$145

Federal Reserve Bank –

Discount Window Program

$ 55

$ 0

Total

$ 578

$ 145

Total (Percentage)

100%

25%

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

34

Investment Portfolio as of December 31, 2009

($ in thousands)

Amortized

Fair

Unrealized

SECURITY DESCRIPTION (AFS)

Cost

Value

Gain / Loss

U. S. Government Agency

$ 85,462

$ 85,061

$ (401)                

State, County & Municipal

24,859             

25,024               

165                   

FNMA/FHLMC Mortgage Backed Securities

49,318             

50,951             

1,633

GNMA Mortgage Backed Securities

8,607               

8,718             

111                     

Foreign Debt Securities

1,500

1,499

(1)

Bond –

Mutual Funds

36,943

36,970

27

Total Investment Portfolio

$ 206,689

$ 208,223

$ 1,534

Note:

Other

assets

at

December

31,

2009

include

approximately

$8

million

of

FHLB

of

Pittsburgh

common

stock

at

cost

which

is

not paying a dividend and cannot be redeemed.

35

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

Additional earn out payments for Lau Associates at the

end of 2010 and 2011

Active Dividend Reinvestment and Direct Stock

Purchase Plan (DRIP/DSPP)

36

Capital Position -

Bryn Mawr Bank Corporation

Regulatory

Minimum to be

Well

Capitalized

Actual

12/31/2009

Actual

12/31/2008

Tier I

6.00%

9.41%

8.81%

Total (Tier II)

10.00%

12.53%

11.29%

Tier I Leverage

5.00%

8.35%

8.03%

Common Equity

-

8.39%

8.03%

Tangible

Common Equity

-

7.51%

7.13%

37

Capital Position -

Bryn Mawr Trust Company (“Bank”)

Regulatory

Minimum to be

Well

Capitalized

Actual

12/31/2009

Actual

12/31/2008

Tier I

6.00%

9.06%

8.49%

Total (Tier II)

10.00%

12.20%

10.98%

Tier I Leverage

5.00%

8.03%

7.70%

38

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

Request for Waiver Plan raised approximately $1.6 million

over a two week period ($1.2 million in 2009 and $400

thousand in 2010). See Plan prospectus for additional

information

39

$2.04

$2.18

$2.28

$2.26

$2.87

$1.0

$1.5

$2.0

$2.5

$3.0

2005

2006

2007

2008

2009

Assets Under Management, Administration,

Supervision and Brokerage (1)

($ in billions)

(1)   Excludes Community Banks 2005 -

2007

40

$11.5

$12.4

$13.5

$13.8

$14.2

$3

$6

$9

$12

$15

2005

2006

2007

2008

2009

Wealth Management Fees

($ in millions)

CAGR: 5.4%   (2005 –

2009)

41

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 2010 strategy to succeed in current economic

environment

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