8-K

UNITED STATES
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) March 23, 2005                                        

First Keystone Financial, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-25328	23-2576479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 West State Street, Media, Pennsylvania	19063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (610) 565-6210                                        

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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

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

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

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

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ITEM 1.01 Entry into a Material Definitive Agreement

      On March 23, 2005, First Keystone Financial, Inc. (the “Company”) announced the retirement of Mr. Donald S. Guthrie, currently the Chairman and Chief Executive Officer of the Company and President and Chief Executive Officer of First Keystone Bank, the Company’s wholly owned subsidiary (the “Bank”). In connection with such announcement, the Company also announced that the Company and the Bank had entered into a Transition, Consulting, Noncompetition and Retirement Agreement (the “Agreement”) with Mr. Guthrie (the “Consultant”), with such Agreement to be effective as of May 1, 2005 (the “Effective Date”).

      Under the terms of the Agreement, the Consultant agrees to provide services to the Company and the Bank for a five-year period ending on April 30, 2010 (the “Consulting Period”). In return for providing advice and counsel regarding the Company’s and the Bank’s operations, customer relationships, growth and expansion opportunities and other matters during the Consulting Period, the Company and/or the Bank agreed to pay the Consultant an amount equal to $12,500 per month. During the Consulting Period, the Company and the Bank also will provide the Consultant with the continued use of the automobile that was provided for his use immediately prior to the Effective Date. In addition, the Company and/or the Bank will reimburse or otherwise provide for or pay all reasonable expenses incurred by the Consultant during the Consulting Period with respect to said automobile. The Company and the Bank will also provide the Consultant and his spouse during the Consulting Period medical, dental and long-term care insurance at no cost to the Consultant.

      The Consultant’s services under the Agreement shall terminate automatically upon his death during the Consulting Period and may be terminated upon the determination that the Consultant is disabled. The Consultant’s services may also be terminated during the Consulting Period by the Company or the Bank for “cause” as such term is defined in the Agreement or by the Consultant for “good reason” as defined in the Agreement. In the event the Consultant’s consulting services are terminated for cause or the Consultant terminates his services without good reason, the Agreement shall terminate without further obligation other than any accrued but unpaid monthly fees due the Consultant (“Accrued Obligation”). In the event the Consultant’s termination is for death, good reason or disability during the Consulting Period, the Company or the Bank shall pay the Consultant in a lump sum the sum of (1) the Accrued Obligation, (2) an amount equal to the present value of the monthly fees that would have been paid through April 30, 2010 but for the termination (“Remaining Monthly Fees”), and (3) the present value of the Retirement Benefits (as hereinafter defined). In addition, the Company and the Bank shall provide the Consultant and his spouse with the medical, dental and long-term care insurance benefits through April 30, 2010 and shall transfer title to the automobile to the Consultant. In the event of termination due to disability prior to May 1, 2008, the present value of the Retirement Benefits shall be calculated as if the benefit was paid for 12 rather than 10 years.

      In addition to providing the Consulting Services during the Consulting Period, the Consultant agreed to not compete during the Consulting Period, directly or indirectly, with the Company or the Bank by (1) becoming a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of such institutions which has an office in the Commonwealth of Pennsylvania, subject

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to certain limited exceptions regarding passive investments, (2) soliciting or inducing, or causing others to solicit or induce, any employee of the Company or any of its subsidiary to leave the service of such entities or (3) soliciting any customer of the Company or any of its subsidiaries to transact business with another entity or to reduce or refrain from doing business with the Company or any of its subsidiaries (“Non-Compete Requirements”).

      If the Consultant satisfies his obligations during the Consulting Period, including the Non-Compete Requirements, the Company and the Bank will pay the Consultant subsequent to the Consulting Period an annual supplemental retirement benefit of $135,175 per year, payable in equal monthly installments, for 10 years (the “Retirement Benefits”). In the event the Consultant dies following the end of the Consulting Period but before all the Retirement Benefits have been paid, the Company and/or the Bank shall pay the Consultant’s estate or beneficiary, as applicable, in a lump sum the present value of the remaining unpaid Retirement Benefits. In addition, during the 10 year period subsequent to the Consulting Period, the Company and/or the Bank shall provide medical insurance which supplements the Medicare coverage for the benefit of the Consultant and his spouse at no cost to the Consultant.

      In addition to the foregoing, during the Consulting Period, the Consultant will continue to serve as Chairman of the Board of the Company and the Bank provided he continues to be a director in good standing. In addition to his compensation as a Consultant and any fees paid to directors of the Company and the Bank, the Consultant will receive an annual fee of $15,000 for serving as Chairman of the Board of the Company and the Bank during the Consulting Period. The Board of Directors of the Company agreed to nominate the Consultant for an additional four year term, subject to compliance with its fiduciary duties, when the Consultant’s term as a director of the Company expires in 2007 and to elect him as a director of the Bank during the Consulting Period.

      In addition, prior to the Effective Date, the Company and/or the Bank will pay in a lump sum the Consultant $165,519 in satisfaction of the Consultant’s accrued and/or carried over but unused vacation leave as well as in recognition of the years of service the Consultant has provided to the Company and the Bank.

      The Agreement supersedes the employment agreements previously entered into with Mr. Guthrie and the Company and the Bank. Mr. Guthrie also agreed to relinquish his rights under the Bank’s Supplemental Executive Retirement Plan in connection with entering into the Agreement.

      In connection with Mr. Guthrie’s retirement, the Company also announced that it and the Bank each had appointed Mr. Thomas M. Kelly as President and Chief Executive Officer, in each case effective as of May 1, 2005. Mr. Kelly currently serves as President and Chief Operating Officer of the Company and Executive Vice President and Chief Operating Officer of the Bank. As a part of such appointment, the Company and the Bank each entered into an amendment to the existing employment agreements the Company and the Bank have with Mr. Kelly (the “Amendments”). Such Amendments address the change in position of Mr. Kelly as well as provide for an increase in Mr. Kelly’s base salary.

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      For additional information, reference is made to the Agreement and the Amendments included as exhibits hereto and which are incorporated herein by reference thereto.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a)	Not applicable.
(b)	Mr. Guthrie, currently Chairman of the Board and Chief Executive Officer of the Company and the President and Chief Executive Officer of the Bank announced on March 23, 2005 his retirement as Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank, in each case effective April 30, 2005.
(c)	In connection with the announced retirement of Mr. Guthrie, the Board of Directors of the Company and the Bank appointed, effective May 1, 2005, Thomas M. Kelly as President and Chief Executive Officer of the Company and the Bank. As noted in Item 1.01 hereof, Mr. Kelly, age 48, currently serves as President and Chief Operating Officer of the Company and Executive Vice President and Chief Operating Officer of the Bank. Mr. Kelly has served as President of the Company since 2002 and Chief Operating Officer since 2004. He previously served as Chief Financial Officer of the Company from 1994 to 2004. He has also served as Executive Vice President and Chief Operating Officer of the Bank since 2004, as Executive Vice President thereof since 1995 and as Chief Financial Officer of the Bank from 1991 to 2004. Mr. Kelly has not engaged in any transactions since October 1, 2003 with the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission. The Company and the Bank have entered into the Amendments of the existing employment agreements with Mr. Kelly. Said Amendments address the change in position and provide for an increase in his base salary. Reference is made to the Amendments which are included as exhibits hereto and which are incorporated herein by reference thereto.

ITEM 7.01 Regulation FD Disclosure

      On March 23, 2005, the Company issued a press release announcing the retirement of Mr. Guthrie, effective April 30, 2005, as Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank and the appointment of Mr. Kelly as the President and Chief Executive Officer of the Company and the Bank, effective May 1, 2005. For additional information, reference is made to the Company’s press release, dated March 23, 2005, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto. The press release attached hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for any purpose except as shall be expressly set forth by specific reference to such filing in other filings of the Company into which it may be incorporated.

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ITEM 9.01 Financial Statements and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits

      The following exhibits are filed herewith.

Exhibit Number	Description
10.19	Amendment No. 1 to the Employment Agreement between First Keystone Financial, Inc. and Thomas M. Kelly.
10.20	Amendment No. 1 to the Employment Agreement between First Keystone Bank and Thomas M. Kelly.
10.21	Transition, Consulting, Noncompetition and Retirement Agreement by and between First Keystone Financial, Inc., First Keystone Bank and Donald S. Guthrie.
99.1	Press release dated March 23, 2005.

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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 thereunto duly authorized.

	FIRST KEYSTONE FINANCIAL, INC.
Date: March 29, 2005	By:	/s/ Thomas M. Kelly
		Thomas M. Kelly
		President and Chief Operating Officer

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EX-10.19

Exhibit 10.19

AMENDMENT NUMBER 1
to the
EMPLOYMENT AGREEMENT
Between
FIRST KEYSTONE FINANCIAL, INC.
And
THOMAS M. KELLY

     WHEREAS, as of December 1, 2004, First Keystone Financial, Inc. (the “Corporation”) entered into an employment agreement (the “Agreement”) pursuant to which the Corporation agreed to employ Thomas M. Kelly (the “Executive) as President and Chief Operating Officer;

     WHEREAS, effective May 1, 2005, the Board of Directors has appointed the Executive as the President and Chief Executive Officer of the Corporation; and

     WHEREAS, the Board of Directors of the Corporation and Executive desire to amend the Agreement to reflect certain mutually agreed upon revisions.

     NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Savings Bank and Executive do hereby agree to amend the Agreement as follows:

1. Section 2(a) of the Agreement is deleted in its entirety and replaced with the following:

     The Corporation hereby employs the Executive as President and Chief Executive Officer of the Corporation and Executive hereby accepts said employment and agrees to render such services to the Corporation on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall be for three years, commencing on the date of this Agreement and, subject to the requirements of the succeeding sentence, shall be deemed automatically, without further action, to extend for an additional year on each annual anniversary of the date of this Agreement. Prior to the anniversary of the date of this Agreement and each annual anniversary thereafter, the Board of Directors of the Corporation shall consider and review (with appropriate corporate documentation thereof, and after taking into account all relevant factors, including the Executive’s performance hereunder) extension of the term under this Agreement, and the term shall continue to extend in the manner set forth above unless either the Board of Directors does not approve such extension and provides written notice to the Executive of such event or the Executive gives written notice to the Corporation of the Executive’s election not to extend the term, in each case with such written notice to be given not less than thirty (30) days prior to any such anniversary date. References herein to the term of this Agreement shall refer both to the initial term and successive terms.

2. Section 3(a) of the Agreement is deleted in its entirety and replaced with the following:

     The Employers shall compensate and pay Executive for his services during the term of this Agreement at a minimum base salary of $220,000 per year (“Base Salary”), which may be increased from time to time in such amounts as may be determined by the Boards of Directors of

the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers.

3. Section 5(e) of the Agreement is deleted in its entirety and replaced with the following:

     In the event of the failure by the Employers to elect or to re-elect or to appoint or to re-appoint the Executive to the offices of President and Chief Executive Officer of the Corporation and the Savings Bank or a material adverse change made by the Employers in the Executive’s functions, duties or responsibilities as President and Chief Executive Officer of the Corporation and the Savings Bank without the Executive’s express written consent, the Executive shall be entitled to terminate his employment hereunder and shall be entitled to the payments and benefits provided for in Section 5(c)(A) and (B); however, such termination shall not otherwise constitute a material breach of this Agreement by the Corporation.

4. All other sections and provisions in the Agreement shall continue in full force and effect and are incorporated by reference into this Amendment No. 1.

     This Amendment No. 1 to the Agreement shall be deemed effective as of May 1, 2005.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 to the Agreement as of this 28^th day of March 2005.

ATTEST:	FIRST KEYSTONE FINANCIAL, INC.
/s/Carol Walsh	By:	/s/Donald S. Guthrie
Witness	Title: Chairman
	EXECUTIVE
/s/Carol Walsh	/s/ Thomas M. Kelly
Witness	Thomas M. Kelly

EX-10.20

Exhibit 10.20

AMENDMENT NUMBER 1
to the
EMPLOYMENT AGREEMENT
Between
FIRST KEYSTONE BANK
And
THOMAS M. KELLY

     WHEREAS, as of December 1, 2004, First Keystone Bank (the “Savings Bank”) entered into an employment agreement (the “Agreement”) pursuant to which the Savings Bank agreed to employ Thomas M. Kelly (the “Executive) as Executive Vice President and Chief Operating Officer;

     WHEREAS, effective May 1, 2005, the Board of Directors has appointed the Executive as the President and Chief Executive Officer of the Savings Bank; and

     WHEREAS, the Board of Directors of the Savings Bank and Executive desire to amend the Agreement to reflect certain mutually agreed upon revisions.

     NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Savings Bank and Executive do hereby agree to amend the Agreement as follows:

1. Section 2(a) of the Agreement is deleted in its entirety and replaced with the following:

     The Savings Bank hereby employs the Executive as President and Chief Executive Officer of the Savings Bank and Executive hereby accepts said employment and agrees to render such services to the Savings Bank on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall be for three years, commencing on the date of this Agreement and, subject to the requirements of the succeeding sentence, shall be deemed automatically, without further action, to extend for an additional year on each annual anniversary of the date of this Agreement. Prior to the anniversary of the date of this Agreement and each annual anniversary thereafter, the Board of Directors of the Savings Bank shall consider and review (with appropriate corporate documentation thereof, and after taking into account all relevant factors, including the Executive’s performance hereunder) extension of the term under this Agreement, and the term shall continue to extend in the manner set forth above unless either the Board of Directors does not approve such extension and provides written notice to the Executive of such event or the Executive gives written notice to the Savings Bank of the Executive’s election not to extend the term, in each case with such written notice to be given not less than thirty (30) days prior to any such anniversary date. References herein to the term of this Agreement shall refer both to the initial term and successive terms.

2. Section 3(a) of the Agreement is deleted in its entirety and replaced with the following:

     The Employers shall compensate and pay Executive for his services during the term of this Agreement at a minimum base salary of $220,000 per year (“Base Salary”), which may be

increased from time to time in such amounts as may be determined by the Boards of Directors of the Employers and may not be decreased without the Executive’s express written consent. In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the Boards of Directors of the Employers.

3. Section 5(e) of the Agreement is deleted in its entirety and replaced with the following:

     In the event of the failure by the Employers to elect or to re-elect or to appoint or to re-appoint the Executive to the offices of President and Chief Executive Officer of the Corporation and the Savings Bank or a material adverse change made by the Employers in the Executive’s functions, duties or responsibilities as President and Chief Executive Officer of the Corporation and the Savings Bank without the Executive’s express written consent, the Executive shall be entitled to terminate his employment hereunder and shall be entitled to the payments and benefits provided for in Section 5(c)(A) and (B); however, such termination shall not otherwise constitute a material breach of this Agreement by the Savings Bank.

4. The reference in Section 10 of the Agreement to “President’ with respect to giving notice to the Savings Bank is amended to refer to “Chairman of the Board.”

5. All other sections and provisions in the Agreement shall continue in full force and effect and are incorporated by reference into this Amendment No. 1.

     This Amendment No. 1 to the Agreement shall be deemed effective as of May 1, 2005.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 to the Agreement as of this 28^th day of March 2005.

ATTEST:	FIRST KEYSTONE BANK
/s/ Carol Walsh	By:	/s/ Donald S. Guthrie
Witness	Title: President and Chief Executive Officer
	EXECUTIVE
/s/ Carol Walsh	/s/Thomas M. Kelly
Witness	Thomas M. Kelly

EX-10.21

Exhibit 10.21

TRANSITION, CONSULTING, NONCOMPETITION AND RETIREMENT AGREEMENT

     This Transition, Consulting, Noncompetition and Retirement Agreement (the “Agreement”) is entered into as of March 23, 2005, by and between First Keystone Financial, Inc. (the “Company”), First Keystone Bank (the “Bank”) and Donald S. Guthrie (the “Consultant”).

WITNESSETH:

     WHEREAS, the Consultant currently serves as Chairman of the Board and Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank;

     WHEREAS, the Company and the Consultant entered into an employment agreement as of December 1, 2004 (the “Company Employment Agreement”);

     WHEREAS, the Bank and the Consultant entered into an employment agreement as of December 1, 2004 (the “Bank Employment Agreement”);

     WHEREAS, the Consultant is a participant in the Supplemental Executive Retirement Plan adopted by the Bank effective March 31, 2004 (the “SERP”);

     WHEREAS, the Consultant desires to retire and to provide services to the Company and the Bank on a part-time basis;

     WHEREAS, the Company desires to have the Consultant undertake, and the Consultant is willing to undertake, certain consulting and noncompetition obligations on the terms and conditions set forth herein; and

     WHEREAS, the Consultant is willing to relinquish his rights under the Company Employment Agreement, the Bank Employment Agreement and the SERP;

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:

     1. Effective Date. The “Effective Date” shall mean May 1, 2005.

     2. Consulting Period. The Company and the Bank hereby agree to engage the Consultant, and the Consultant hereby agrees to provide services to the Company and the Bank, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on April 30, 2010 (the “Consulting Period”).

     3. Consulting Services.

     (a) Duties. During the Consulting Period, the Consultant shall report to the President of the Company and the Bank, and shall provide his personal advice and counsel to the Company and the Bank regarding their operations, customer relationships, growth and expansion

opportunities and other business matters that may arise in connection with the business and operations of the Company and its subsidiaries in the Commonwealth of Pennsylvania and as may be reasonably requested by the President of the Company and the Bank or his designee from time to time (collectively, the “Consulting Services”). It is contemplated that the Consulting Services will include, without limitation, monthly meetings or teleconferences between the Consultant and the President of the Company and the Bank; efforts by the Consultant to enhance the business activities of the Company and its subsidiaries in the Commonwealth of Pennsylvania, including without limitation meeting with existing and potential customers of the Company and its subsidiaries located in such state; attendance at certain public functions in the Commonwealth of Pennsylvania on behalf of the Company and its subsidiaries; attendance at meetings of the Board of Directors of the Company and the Bank to report on the business activities of the Company and its subsidiaries in the Commonwealth of Pennsylvania and attendance at certain functions of the Company and its subsidiaries. Consulting Services may be provided in person, telephonically, electronically or by correspondence to the extent appropriate under the circumstances.

     (b) Geographic Location. The Consultant shall provide the Consulting Services in the Commonwealth of Pennsylvania, including without limitation the market areas of the Company and the Bank.

     (c) Time Limitation. In no event shall the Consultant be required to provide Consulting Services hereunder for more than 25 hours per week or 100 hours in any calendar month during the Consulting Period, with the maximum monthly hours being pro-rated for the first and last month of the Consulting Period.

     (d) Directorship. The Consultant shall be appointed as Chairman of the Board of Directors of the Bank as of the Effective Date. The Consultant shall continue to serve as Chairman of the Board of Directors of the Company and of the Bank throughout the Consulting Period, provided that the Consultant continues to be a director in good standing during such period. Subject to compliance with its fiduciary duties, the Board of Directors of the Company agrees to nominate the Consultant for an additional four-year term of office as a director of the Company when his current term expires in 2007 and to elect him as a director of the Bank during the Consulting Period. In addition to the compensation set forth in Section 4 hereof and any fees paid to directors of the Company and the Bank for attendance at meetings, the Consultant shall receive an annual fee of $15,000.00 for serving as Chairman of the Board of the Company and the Bank during the Consulting Period.

     4. Compensation.

     (a) Monthly Payments. In consideration of the obligations and commitments of the Consultant under this Agreement, including but not limited to Sections 3 and 8 hereof, the Company and/or the Bank agrees to pay to the Consultant an amount equal to $12,500.00 per month on the first business day of each month during the Consulting Period, commencing May 1, 2005 through and including April 1, 2010 (the “Monthly Fee”). During the Consulting Period,

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the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Company or any affiliate or subsidiary of the Company.

     (b) Medical and Other Benefits. The Company and the Bank shall provide medical insurance for the benefit of the Consultant and his spouse during the Consulting Period, at no cost to the Consultant and his spouse, with the terms of such coverage being similar to the coverage provided by the Company and the Bank to their employees. In addition, the Company and the Bank shall provide dental and long-term care insurance coverage for the benefit of the Consultant and his spouse during the Consulting Period, at no cost to the Consultant and his spouse, with the terms of such coverage being similar to the coverage provided by the Company and the Bank as of the date of this Agreement.

     (c) Existing Stock Options. The existing 9,750 vested stock options currently held by the Consultant to purchase shares of common stock of the Company shall remain outstanding and exercisable in accordance with their terms, with the Consultant having three months following the Effective Date to exercise his incentive stock options.

     (d) Employee Benefit Plans. The Consultant shall be entitled to receive his vested benefits under the Company=s Employee Stock Ownership Plan and the Bank=s 401(k) Profit Sharing Plan in accordance with the terms of such plans. As of the Effective Date, the Consultant shall no longer be entitled to participate in any of the employee benefit plans or programs offered by the Company, the Bank or any of their subsidiaries, and no additional benefits shall accrue or vest on behalf of the Participant under such employee benefit plans or programs after the Effective Date, except as set forth in Sections 4(b) and 4(c) hereof.

     (e) Lump Sum Payment. In recognition of the years of service that the Consultant has provided to the Company and the Bank and in satisfaction of the Consultant’s accrued and/or carried over but unused vacation leave, the Consultant acknowledges the receipt from the Company and/or the Bank prior to the Effective Date of a lump sum cash payment equal to $165,519.27.

     (f) Use of an Automobile. During the Consulting Period, the Company and/or the Bank shall provide the Consultant with the continued use of the automobile that was provided for the Consultant’s use immediately prior to the Effective Date. At the end of the Consulting Period, the Company and/or the Bank shall transfer title to the automobile to the Consultant.

     (g) Expenses. The Company and/or the Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of the Company and/or the Bank, including, but not by way of limitation, the costs of insurance, repair, maintenance and licensing of the automobile provided by Section 4(f) hereof, subject to such reasonable documentation as may be requested by the Company and/or the Bank. If such expenses are paid in the first instance by the Consultant, the Company and/or the Bank shall reimburse the Consultant therefor upon receipt of such reasonable documentation as may be requested by the Company.

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     (h) Proration. The Consultant’s compensation, benefits and expenses shall be paid by the Company and the Bank in the same proportion as the time and services actually expended by the Consultant on behalf of the Company and the Bank.

     5. Termination of Consulting Services.

     (a) Death or Disability. The Consultant’s services shall terminate automatically upon the Consultant’s death during the Consulting Period. If the Company and/or the Bank determines in good faith that the Disability of the Consultant has occurred during the Consulting Period (pursuant to the definition of Disability set forth below), it may give to the Consultant written notice in accordance with Section 15 of this Agreement of its intention to terminate the Consultant’s services. In such event, the Consultant’s services with the Company and the Bank shall terminate effective on the 60th day after receipt of such notice by the Consultant (the “Disability Effective Date”), provided that, within the 60 days after such receipt, the Consultant shall not have returned to performance of the Consultant’s duties. For purposes of this Agreement, “Disability” shall mean the Consultant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by a physician selected by the Company or its insurers and reasonably acceptable to the Consultant or the Consultant’s legal representative.

     (b) Cause. The Company and the Bank may terminate the Consultant’s services during the Consulting Period for Cause. For purposes of this Agreement, “Cause” shall mean:

     (i) the continued failure of the Consultant to perform substantially the Consultant’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Consultant by the Board of Directors of the Company or the Bank which specifically identifies the manner in which the Board of Directors believes that the Consultant has not substantially performed the Consultant’s duties and after the Consultant has been given a 15 day period to cure such failure; or

     (ii) the willful engaging by the Consultant in illegal conduct or gross misconduct which violates any code of conduct of the Company and/or the Bank or which is otherwise materially and demonstrably injurious to the Company or the Bank; or

     (iii) conviction of a felony or a guilty or nolo contendere plea by the Consultant with respect thereto.

For purposes of this provision, no act or failure to act, on the part of the Consultant, shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of the Company and/or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the instructions of the President or a senior officer of the Company and/or the Bank or based upon the advice of counsel for the

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Company and/or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Consultant in good faith and in the best interests of the Company and the Bank. The cessation of the services of the Consultant for conduct described in subparagraph (i) or (ii) above shall not be deemed to be for Cause unless and until there shall have been delivered to the Consultant a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of the Company or the Bank at a meeting of the Board of Directors called and held for such purpose (after not less than ten days’ advance notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel chosen by the Consultant, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board, the Consultant is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. The Company and/or the Bank may suspend the Consultant’s authority (with a continuation of the Monthly Fee during such period of suspension) after the provision of a notice of intention to terminate the Consultant’s services for conduct described in subparagraph (i) or (ii) above and prior to the time the Consultant is given an opportunity to meet with the Board of Directors, and any such suspension shall not constitute “Good Reason” as defined in Section 5(c) below.

     (c) Good Reason. The Consultant’s services may be terminated by the Consultant for Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the absence of a written consent of the Consultant:

     (i) any failure by the Company and/or the Bank to comply with any of the provisions of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company and/or the Bank within 25 days after receipt of written notice thereof given by the Consultant; or

     (ii) any purported termination by the Company and/or the Bank of the Consultant’s services otherwise than as expressly permitted by this Agreement.

     (d) Notice of Termination. Any termination by the Company and/or the Bank for Cause, or by the Consultant for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 15 of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Consultant’s services under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Consultant or the Company and/or the Bank to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Consultant or the Company and/or the Bank, respectively, hereunder or preclude the Consultant or the Company and/or the Bank, respectively, from asserting such fact or circumstance in enforcing the Consultant’s or the Company’s or the Bank’s rights hereunder.

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     (e) Date of Termination. “Date of Termination” means (i) if the Consultant’s services are terminated by the Company and/or the Bank for Cause, or by the Consultant for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Consultant’s services are terminated by the Company and/or the Bank other than for Cause or Disability, the Date of Termination shall be the date on which the Company and/or the Bank notifies the Consultant of such termination and (iii) if the Consultant’s services are terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Consultant or the Disability Effective Date, as the case may be.

     6. Obligations of the Company and the Bank upon Termination of Consulting Services.

     (a) Good Reason; Other Than for Cause, Death or Disability. If, during the Consulting Period, the Company and/or the Bank shall terminate the Consultant’s services other than for Cause, Death or Disability or the Consultant shall terminate his services by the Company and the Bank for Good Reason, the Company and/or the Bank shall pay to the Consultant in a lump sum in cash within 30 days after the Date of Termination the sum of (1) any accrued but unpaid Monthly Fee of the Consultant through the Date of Termination (the “Accrued Obligations”), (2) an amount equal to the present value of the Monthly Fees that would have been paid through and including April 30, 2010 (the “Remaining Monthly Fees”), and (3) the present value of the Retirement Benefits (as defined in Section 9 hereof), with the present values calculated as set forth below. In addition, the Company and the Bank shall provide the Consultant and his spouse with the medial and other benefits set forth in Section 4(b) hereof through April 30, 2010 (the “Medical Benefits”) and shall transfer title to the automobile to the Consultant as provided in Section 4(f) hereof.

     (b) Death. If the Consultant’s services are terminated by reason of the Consultant’s death during the Consulting Period, the Company and/or the Bank shall pay to the Consultant’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination the sum of (1) any Accrued Obligations, (2) the present value of the Remaining Monthly Fees, and (3) the present value of the Retirement Benefits (as defined in Section 9 hereof), with the present values calculated as set forth below. In addition, the Company and the Bank shall provide the Consultant and his spouse with the Medical Benefits and shall transfer title to the automobile to the Consultant as provided in Section 4(f) hereof.

     (c) Disability. If the Consultant’s services are terminated by reason of the Consultant’s Disability during the Consulting Period, the Company and/or the Bank shall pay to the Consultant in a lump sum in cash within 30 days of the Date of Termination the sum of (1) any Accrued Obligations, and (2) the present value of the Retirement Benefits (as defined in Section 9 hereof), with the present value calculated as set forth below, provided, however, that if the Consultant’s services are terminated by reason of Disability prior to May 1, 2008, then the Retirement Benefits shall be calculated as if the annual benefit was paid for 12 years rather than 10 years. In addition, the Company and the Bank shall provide the Consultant and his spouse

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with the Medical Benefits and shall transfer title to the automobile to the Consultant as provided in Section 4(f) hereof.

     (d) Cause; Other than for Good Reason. If the Consultant’s services shall be terminated for Cause or the Consultant terminates his services without Good Reason during the Consulting Period, this Agreement shall terminate without further obligations to the Consultant other than for payment of the Accrued Obligations. The Accrued Obligations shall be paid to the Consultant in a lump sum in cash within 30 days of the Date of Termination.

     (e) Calculation of Present Values. In calculating the present value of any benefits hereunder that would otherwise be paid in the future, the future benefits shall be discounted to present value using a discount rate equal to 120% of the applicable short-term, mid-term or long-term federal rate, as published by the Internal Revenue Service for the month in which the Date of Termination occurs.

     7. Full Settlement. Except as provided in Section 8(d), the obligations of the Company and/or the Bank to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company and/or the Bank may have against the Consultant or others. In no event shall the Consultant be obligated to seek other services or take any other action by way of mitigation of the amounts payable to the Consultant under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Consultant obtains other services.

     8. Non-Compete; Confidentiality.

     (a) The Consultant agrees that during the Consulting Period the Consultant will not, directly or indirectly, (i) become a director, officer, employee, principal, agent, consultant or independent contractor of any insured depository institution, trust company or parent holding company of any such institution or company which has an office in the Commonwealth of Pennsylvania (a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any such entity if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of the Company or any of its subsidiaries to leave the services of such entities or (iii) solicit (whether by mail, telephone, personal meeting or any other means) any customer of the Company or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with the Company or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its subsidiaries and any such customers.

     (b) Except as required by law or regulation (including without limitation in connection with any judicial or administrative process or proceeding), the Consultant shall keep secret and confidential and shall not disclose to any third party (other than the Company or any of its subsidiaries or any persons employed or engaged by such entities) in any fashion or for any

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purpose whatsoever any information regarding the Company or any of its subsidiaries which is not available to the general public to which the Consultant had access at any time during the course of the Consultant’s service to the Company or any of its subsidiaries, including, without limitation, any such information relating to: business or operations; plans, strategies, prospects or objectives; products, technology, processes or specifications; research and development operations or plans; customers and customer lists; distribution, sales, service, support and marketing practices and operations; financial condition, results of operations and prospects; operational strengths and weaknesses; and personnel and compensation policies and procedures.

     (c) The Consultant agrees that damages at law will be an insufficient remedy to the Company and the Bank in the event that the Consultant violates any of the provisions of paragraph (a) or (b) of this Section 8, and that the Company and/or the Bank may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened or attempted breach of or otherwise to specifically enforce any of the covenants contained in paragraph (a) or (b) of this Section 8. The Consultant hereby consents to any injunction (temporary or otherwise) which may be issued against the Consultant and to any other court order which may be issued against the Consultant from violating, or directing the Consultant to comply with, any of the covenants in paragraph (a) or (b) of this Section 8. The Consultant also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Company and/or the Bank against the Consultant for such breaches or threatened or attempted breaches.

     (d) In addition to the rights of the Company and the Bank set forth in paragraph (c) of this Section 8, in the event that the Consultant shall violate the terms and conditions of paragraphs (a) or (b) of this Section 8, the Company and its subsidiaries may terminate any payments or benefits of any type and regardless of source payable by the Company or its subsidiaries, if applicable, to the Consultant, other than with respect to payments or benefits to the Consultant under plans or arrangements that are covered by the Employee Retirement Income Security Act of 1974, as amended.

     9. Retirement Benefits.

     (a) Retirement Benefits. If the Consultant satisfies all of his obligations under Sections 3 and 8 of this Agreement, then following the end of the Consulting Period the Company and/or the Bank shall pay to the Consultant an annual supplemental retirement benefit of $135,175.00 per year, payable in equal monthly installments on the first business day of each month, for ten (10) years (i.e., ten years certain and continuous) (the “Retirement Benefits”). The Retirement Benefits are subject to earlier payment as set forth in Section 6 hereof.

     (b) Death Following the End of the Consulting Period. If the Consultant dies after the end of the Consulting Period but before all of the Retirement Benefits have been paid, then the Company and/or the Bank shall pay to the Consultant’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date the Company and/or the Bank receive notice of the Consultant’s death, the present value of the remaining unpaid Retirement Benefits. The present

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value shall be calculated in accordance with Section 6(e) hereof, with the date of death substituted for the Date of Termination.

     (c) Supplemental Insurance. During the ten years following the end of the Consulting Period, the Company and/or the Bank shall provide medical insurance which supplements Medicare coverage for the benefit of the Consultant and his spouse at no cost to the Consultant and his spouse.

     10. Designation of Beneficiary. The Consultant may from time to time, by providing a written notification to the Company and the Bank, designate any person or persons (who may be designated concurrently, contingently or successively), his estate or any trust or trusts created by him to receive benefits which are payable under this Agreement. Each beneficiary designation shall revoke all prior designations and will be effective only when filed in writing with the Compensation Committees of the Boards of Directors of the Company and the Bank (the “Committee”). If the Consultant fails to designate a beneficiary or if a beneficiary dies before the date of the Consultant’s death and no contingent beneficiary has been designated, then the benefits which are payable as aforesaid shall be paid to his estate. If benefits commence to be paid to a beneficiary and such beneficiary dies before all benefits to which such beneficiary is entitled have been paid, the remaining benefits shall be paid to the successive beneficiary or beneficiaries designated by the Consultant, if any, and if none to the estate of such beneficiary.

     11. Claims Procedure. The Consultant or his designated beneficiary or beneficiaries may make a claim for benefits under this Agreement by filing a written request with the Committee. If a claim is wholly or partially denied, the Committee shall furnish the claimant with written notice setting forth in a manner calculated to be understood by the claimant;

     (a) the specific reason or reasons for the denial;

     (b) specific reference to the pertinent provisions of this Agreement on which the denial is based;

     (c) a description of any additional material or information necessary for the claimant to perfect his claim and an explanation why such material or information is necessary; and

     (d) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review.

     Such notice shall be furnished to the claimant within ninety (90) days after the receipt of his claim, unless special circumstances require an extension of time for processing his claim. If an extension of time for processing is required, the Committee shall, prior to the termination of the initial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension and the date by which the Committee expects to render its decision. In no event shall an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period.

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     A claimant may request the Committee to review a denied claim. Such request shall be in writing and must be delivered to the Committee within sixty (60) days after receipt by the claimant of written notification of denial of claim. A claimant or his duly authorized representative may:

     (a) review pertinent documents, and

     (b) submit issues and comments in writing.

     The Committee shall notify the claimant of its decision on review not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the extension must be furnished to the claimant prior to the commencement of the extension. The Committee’s decision on the review shall be in writing and shall include specific reasons for the decision, as well as specific references to the pertinent provisions of this Agreement on which the decision is based.

     12. Resolution of Disputes. With the exception of proceedings for equitable relief brought pursuant to Section 8(c) of this Agreement, any dispute or controversy arising under or in connection with this Agreement may, at the option of any party hereto, be settled exclusively by arbitration in Media, Pennsylvania in accordance with the rules of the American Arbitration Association then in effect and at the expense of the Company and/or the Bank. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. If a claim for any payments or benefits under this Agreement or any other provision of this Agreement is disputed by the Company and/or the Bank or the Consultant, the Consultant shall, to the extent and at such time or times as is not prohibited by applicable law, regulation, regulatory bulletin and/or any other regulatory requirements, as the same exists or may be hereafter promulgated or amended, if the Consultant is successful in his claim, be reimbursed for all reasonable attorney’s fees and expenses incurred by the Consultant in pursuing such claim.

     13. Representations and Warranties. Each party hereto represents and warrants to each other that they have carefully read this Agreement and consulted with respect thereto with their respective counsel and that each of them fully understands the content of this Agreement and its legal effect. Each party hereto also represents and warrants that this Agreement is a legal, valid and binding obligation of such party which is enforceable against it in accordance with its terms.

     14. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Consultant and his assigns and upon the Company and the Bank, including any successor to the Company or the Bank by merger or consolidation or any other change in form or any other person or firm or corporation to which all or substantially all of the assets and business of the Company or the Bank may be sold or otherwise transferred. Any successor to the

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Company or the Bank by merger, consolidation or other change in form shall expressly in writing assume all obligations of the Company and the Bank hereunder as fully as if it had been originally made a party hereto, and this Agreement shall continue in effect following any change in control of the Company and/or the Bank. This Agreement may not be assigned by any party hereto without the written consent of the other party.

     15. Notices. Any communication to a party required or permitted under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party or parties, as applicable:

If to the Consultant:

Donald S. Guthrie
At the address last appearing on the
   personnel records of the Bank

If to the Company and the Bank:

First Keystone Financial, Inc.
First Keystone Bank
22 West State Street
Media, Pennsylvania 19063
Attention: President

     16. Withholding. The Company and/or the Bank may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     17. Unsecured Promise. Nothing contained in this Agreement shall create or require the Company or the Bank to create a trust of any kind to fund the benefits payable hereunder. Any insurance policy or other asset acquired or held by, or on behalf of, the Company and/or the Bank or funds allocated by the Company and/or the Bank in connection with the liabilities assumed by the Company and/or the Bank pursuant to this Agreement shall not be deemed to be held under any trust for the benefit of the Consultant or his beneficiaries or to be a security for the performance of the obligations of the Company and/or the Bank pursuant hereto but shall be and remain a general asset of the Company and/or the Bank. To the extent that the Consultant or any other person acquires a right to receive payments from the Company and/or the Bank hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company and/or the Bank.

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     18. Spendthrift Provision. Neither the Consultant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Consultant or any other person, nor be transferable by operation of law in the event of the Consultant’s or any other person’s bankruptcy or insolvency.

     19. Entire Agreement; Severability.

     (a) This Agreement incorporates the entire understanding between the parties relating to the subject matter hereof, recites the sole consideration for the promises exchanged and supersedes any prior agreements between the Company and the Consultant or between the Bank and the Consultant with respect to the subject matter hereof, including but not limited to the Company Employment Agreement, the Bank Employment Agreement and the SERP. In reaching this Agreement, no party has relied upon any representation or promise except those set forth herein.

     (b) Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. In all such cases, the parties shall use their reasonable best efforts to substitute a valid, legal and enforceable provision which, insofar as practicable, implements the original purposes and intents of this.

     20. Amendment; Waiver.

     (a) This Agreement may not be amended, supplemented or modified except by an instrument in writing signed by each party hereto; provided, however, that notwithstanding anything in this Agreement to the contrary, the Company and the Bank may amend in good faith any terms of this Agreement, including retroactively, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

     (b) Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

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     21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

     22. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and entirely to be performed within such jurisdiction.

     23. Headings. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated.

     24. Release of the Company and Related Parties.

     (a) In consideration of the payments and benefits to be provided to the Consultant pursuant to this Agreement, the sufficiency of which is acknowledged hereby, the Consultant, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, agents, attorneys and employees, and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Consultant, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Consultant’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, other than base salary accrued but unpaid as of the Effective Date, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”) and any similar or analogous state statute, and (vi) under the Company Employment Agreement, the Bank Employment and the SERP, excepting only:

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     (A) the rights of the Consultant (i) relating to the vested stock options set forth in Section 4(c) hereof (collectively, the “Equity Arrangements”) and (ii) as a stockholder of the Company;

     (B) the right of the Consultant to receive COBRA continuation coverage in accordance with applicable law;

     (C) rights to indemnification the Consultant may have under (i) applicable corporate law, (ii) the articles of incorporation, charter or bylaws of any Company Released Party, (iii) any other agreement between the Consultant and a Company Released Party, or (iv) as an insured under any director’s and officer’s liability insurance policy now or previously in force;

     (D) claims for vested benefits under any health, disability, retirement, life insurance or other similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group existing as of the Effective Date (the “Company Benefit Plans”); and

     (E) the rights of the Consultant under this Agreement.

     (b) The Consultant acknowledges and agrees that the release of claims set forth in this Section 24 is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, with any such liability being expressly denied.

     (c) The release of claims set forth in this Section 24 applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses.

     (d) The Consultant specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Section 24 is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind.

     (e) The Consultant shall have a period of 21 days to consider whether to execute this Agreement. To the extent the Consultant has executed this Agreement within less than twenty-one (21) days after its delivery to him, the Consultant hereby acknowledges that his decision to execute this Agreement prior to the expiration of such twenty-one (21) day period was entirely voluntary. If the Consultant accepts the terms hereof and executes this Agreement, he may thereafter, for a period of 7 days following (and not including) the date of execution, revoke this Agreement. If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and binding and enforceable against the Consultant, on the day next following the day on which the foregoing seven-day period has elapsed. Any revocation of this Agreement shall be deemed for all purposes a revocation of this Agreement in its entirety.

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     (f) The Consultant acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

     (g) In addition to any other remedy available to the Company and the Bank hereunder, in the event that, as a result of a challenge brought by a Consultant Released Party (as defined below), the release of claims set forth in Section 24 becomes null and void or is otherwise determined not to be enforceable, then the obligation of the Company and/or the Bank to make any additional payments or to provide any additional benefits this Agreement shall immediately cease to be of any force and effect, and the Consultant shall promptly return to the Company and the Bank any payments or benefits the provision of which by the Company and the Bank was conditioned on the enforceability of this Agreement.

     (h) Notwithstanding any other provision of this Agreement to the contrary, in consideration of any payments to be provided by the Company and/or the Bank to the Consultant under Section 6 of this Agreement, the Consultant (or, if applicable, his legal representatives) upon termination of the Consultant’s services by the Company and/or the Bank shall execute a general release of claims in favor of the Company, its affiliates, subsidiaries and personnel in a form similar to that set forth in this Section 24 and which is reasonably acceptable to the Company and the Bank. The Consultant (or his legal representatives) shall not be eligible for any payments under Section 6 of this Agreement until the Consultant (or his legal representatives) has executed such a general release.

     25. Release of Claims by the Company and the Bank.

     (a) The Company and the Bank, with the intention of binding themselves and their subsidiaries, affiliates, predecessors and successors and their directors and officers (collectively, the “Releasing Entities”), do hereby release, remise, acquit and forever discharge the Consultant and his heirs, estate, executors, administrators and assigns (collectively, the “Consultant Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Company, the Bank and their subsidiaries, affiliates, predecessors and successors, individually or as a member of a class, now have, own or hold, or have at any time heretofore had, owned or held, against any Consultant Released Party, excepting only:

(A) the rights of the Releasing Entities under this Agreement, the Equity Arrangements and the Company Benefit Plans; and

(B) the rights of the Releasing Entities arising by reason of the Consultant having committed a crime or an act or omission to act which constitutes fraud, willful misconduct or gross negligence.

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     (b) The Releasing Entities acknowledge and agree that the release of claims set forth in this Section 25 is not to be construed in any way as an admission of any liability whatsoever by any Consultant Released Party, with any such liability being expressly denied.

     (c) The release of claims set forth in this Section 25 applies to any relief no matter how called, including, without limitation, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorney’s fees and expenses.

     (d) Nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Releasing Entities are not permitted to waive.

     (e) The Company and the Bank acknowledge and agree that they have not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Consultant Released Party with any governmental agency, court or tribunal.

     26. Regulatory Provisions. Notwithstanding anything to the contrary contained in this Agreement, any payments to the Consultant by the Company and/or the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

[Signature page follows]

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     IN WITNESS WHEREOF, the Consultant has hereunto set the Consultant’s hand and the Company and the Bank have caused this Agreement to be executed by their duly authorized officers, all as of the day and year first above written.

/s/ Donald S. Guthrie
Name:	Donald S. Guthrie

FIRST KEYSTONE FINANCIAL, INC.
By:	/s/ Thomas M. Kelly
	Name:	Thomas M. Kelly
	Title:	President and Chief Operating Officer

FIRST KEYSTONE BANK
By:	/s/ Thomas M. Kelly
	Name:	Thomas M. Kelly
	Title:	Executive Vice President and Chief Operating Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Rose M. DiMarco, CFO
	(610) 565-6210

FIRST KEYSTONE CEO DONALD S. GUTHRIE ANNOUNCES RETIREMENT;

BOARD OF DIRECTORS NAMES THOMAS M. KELLY AS SUCCESSOR

MEDIA, PA – March 23, 2005 –Donald S. Guthrie, Chairman and Chief Executive Officer of First Keystone Financial, Inc. (Nasdaq: FKFS), announced today that he would retire as the Company’s CEO on April 30, 2005. In connection with Mr. Guthrie’s announcement, the Company’s Board of Directors named Thomas M. Kelly as Chief Executive Officer of the Company effective May 1, 2005. Mr. Kelly has been the President of the Company since 2002. Guthrie will continue to serve as the Chairman of the Company.

In addition, Mr. Guthrie has been appointed Chairman of First Keystone Bank, the Company’s wholly-owned subsidiary, succeeding Chairman Donald A. Purdy who will continue as a director. Mr. Kelly has been appointed as President and Chief Executive Officer of the Bank effective May 1, 2005 succeeding Mr. Guthrie in these positions.

“I am most fortunate for the opportunities that have been presented to me throughout my career,” said Guthrie. “ Although I have enjoyed meeting the challenges that have faced our industry and developing the strong bonds and relationships amongst my colleagues, it is the daily interaction with the Bank’s employees I will miss most,” he added.

Prior to his career with the Bank, Mr. Guthrie was a partner in the law firm of Jones, Guthrie and Strohm, P.C. (now Jones, Strohm & Guthrie), and served as solicitor for the Bank. In addition, he served as District Justice Administrator and the Trial Court Administrator for Delaware County, PA. He joined First Keystone’s management team in 1990 and held various positions including Chief Operating Officer prior to becoming the Bank’s President and Chief Executive Officer in 1993.

Mr. Guthrie’s successor, Thomas M. Kelly, joined the Bank in 1991 as Chief Financial Officer and became Chief Operating Officer in 2004. Prior to his employment with the Bank, Mr. Kelly was a Senior Manager at Deloitte & Touche LLP and is a Certified Public Accountant.

“I am proud of the strong management team that we have developed, and Tom Kelly has the financial acumen, vision and leadership to enhance shareholder value through the development and implementation of a solid business plan,” added Guthrie.

Mr. Kelly expressed appreciation to the Board of Directors for their support and stated “our philosophy of providing excellent customer service, contributing as a corporate leader to the communities we serve and remaining a strong independent community bank will not change.”

The Company also entered into a new agreement with Mr. Guthrie to assist the Board in strategic matters in addition to his duties as Chairman of the Board.

First Keystone Bank, the Company’s wholly-owned subsidiary, serves its customers from its eight full-service offices in Delaware and Chester Counties, PA.

Certain information in this release may constitute forward-looking statements as that term is defined in the Private Securities Litigation Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those estimated due to a number of factors. Persons are cautioned that such forward-looking statements are not guarantees of future performance and are subject to various factors, which could cause actual results to differ materially from those estimated. These factors include, but are not limited to, changes in general economic and market conditions and the development of an interest rate environment that adversely affects the interest rate spread or other income from the Company’s and the Bank’s investments and operations. The Company does not undertake and specifically disclaims any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.