FIRST KEYSTONE FINANCIAL INC
WALSH SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>ex108.txt
<DESCRIPTION>WALSH SEVERANCE AGREEMENT
<TEXT>

                                                                Exhibit 10.8

                            AGREEMENT

     AGREEMENT, dated this 1st day of December 2004, between
First Keystone Financial, Inc. (the "Corporation"), a
Pennsylvania corporation, and Carol Walsh (the "Executive").

                           WITNESSETH:

     WHEREAS, the Executive is presently an officer of the
Corporation and First Keystone Bank (the "Savings Bank")
(together, the "Employers");

     WHEREAS, the Employers desire to be ensured of the
Executive's continued active participation in the business of the
Employers;

     WHEREAS, the Employers currently have an agreement with the
Executive dated January 25, 1995, which is being amended and
superseded by this Agreement to reflect mutually agreed upon
revisions, and in accordance with the provisions of Section 310
of the Thrift Activities Handbook of the Office of Thrift
Supervision ("OTS"), the Corporation and the Savings Bank desire
to enter into separate agreements with the Executive relating to
her employment by each of the Employers; and

     WHEREAS, in order to induce the Executive to remain in the
employ of the Employers and in consideration of the Executive's
agreeing to remain in the employ of the Employers, the parties
desire to specify the severance benefits which shall be due the
Executive by the Corporation in the event that her employment
with the Corporation is terminated under specified circumstances;

     NOW THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereby agree as
follows:

     1.   Definitions.  The following words and terms shall have
the meanings set forth below for the purposes of this Agreement:

     (a)  Annual Compensation.  The Executive's "Annual
Compensation" for purposes of this Agreement shall be deemed to
mean the highest level of base salary paid to the Executive by
the Employers or any subsidiary thereof during any of the three
calendar years ending during the calendar year in which the Date
of Termination occurs.

     (b)  Cause.  Termination of the Executive's employment for
"Cause" shall mean termination because of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-
desist order.

     (c)  Change in Control of the Corporation.  The term "Change
in Control of the Corporation" shall mean the occurrence of any
of the following events:

          (i) approval by the stockholders of the Corporation of
     a transaction that would result and does result in the
     reorganization, merger or consolidation of the Corporation,
     with one or more other persons, other than a transaction
     following which:

               (A) at least 51% of the equity ownership interests
     of the entity resulting from such transaction are
     beneficially owned (within the meaning of Rule 13d-3
     promulgated under the Securities Exchange Act of 1934, as
     amended ("Exchange Act")) in substantially the same relative
     proportions by persons who, immediately prior to such
     transaction, beneficially owned (within the meaning of Rule
     13d-3 promulgated under the Exchange Act) at least 51% of
     the outstanding equity ownership interests in the
     Corporation; and

               (B) at least 51% of the securities entitled to
     vote generally in the election of directors of the entity
     resulting from such transaction are beneficially owned
     (within the meaning of Rule 13d-3 promulgated under the
     Exchange Act) in substantially the same relative proportions
     by persons who, immediately prior to such transaction,
     beneficially owned (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) at least 51% of the
     securities entitled to vote generally in the election of
     directors of the Corporation;

          (ii) the acquisition of all or substantially all of the
     assets of the Corporation or beneficial ownership (within
     the meaning of Rule 13d-3 promulgated under the Exchange
     Act) of 20% or more of the outstanding securities of the
     Corporation entitled to vote generally in the election of
     directors by any person or by any persons acting in concert,
     or approval by the stockholders of the Corporation of any
     transaction which would result in such an acquisition;

          (iii) a complete liquidation or dissolution of the
     Corporation or the Savings Bank, or approval by the
     stockholders of the Corporation of a plan for such
     liquidation or dissolution;

          (iv) the occurrence of any event if, immediately
     following such event, members of the Corporation Board of
     Directors who belong to any of the following groups do not
     aggregate at least a majority of the Corporation Board of
     Directors:

               (A) individuals who were members of the
     Corporation Board of Directors on the Effective Date of this
     Agreement; or

               (B) individuals who first became members of the
     Corporation Board of Directors after the Effective Date of
     this Agreement either:

                    (1) upon election to serve as a member of the
     Corporation Board of Directors by the affirmative vote of
     two-thirds of the members of such Board, or of a nominating
     committee thereof, in office at the time of such first
     election; or

                                    2

                    (2) upon election by the stockholders of the
     Corporation Board of Directors to serve as a member of the
     Corporation Board of Directors, but only if nominated for
     election by the affirmative vote of two-thirds of the
     members of such Board, or of a nominating committee thereof,
     in office at the time of such first nomination;

     provided that such individual's election or nomination did
     not result from an actual or threatened election contest or
     other actual or threatened solicitation of proxies or
     consents other than by or on behalf of the Corporation Board
     of Directors; or

          (v) any event which would be described in Section
     1(c)(i), (ii), (iii) or (iv) if the term "Savings Bank" were
     substituted for the term "Corporation" therein and the term
     "Bank Board of Directors" were substituted for the term
     "Corporation Board of Directors" therein.

In no event, however, shall a Change in Control of the
Corporation be deemed to have occurred as a result of any
acquisition of securities or assets of the Corporation, the
Savings Bank, or a subsidiary of either of them, by the
Corporation, the Savings Bank, or any subsidiary of either of
them, or by any employee benefit plan maintained by any of them.
For purposes of this Section 1(d), the term "person" shall
include the meaning assigned to it under Sections 13(d)(3) or
14(d)(2) of the Exchange Act.

     (d)  Code.  Code shall mean the Internal Revenue Code of
1986, as amended.

     (e)  Date of Termination.  "Date of Termination" shall mean
(i) if the Executive's employment is terminated for Cause or for
Disability, the date specified in the Notice of Termination, and
(ii) if the Executive's employment is terminated for any other
reason, the date on which a Notice of Termination is given or as
specified in such Notice.

     (f)  Disability.  Termination by the Corporation of the
Executive's employment based on "Disability" shall mean
termination because of any physical or mental impairment which
qualifies the Executive for disability benefits under the
applicable long-term disability plan maintained by the Employers
or any subsidiary or, if no such plan applies, which would
qualify the Executive for disability benefits under the Federal
Social Security System.

     (g)  Good Reason.   Termination by the Executive of the
Executive's employment for "Good Reason" shall mean termination
by the Executive based on:

     (i)  Without the Executive's express written consent, the
     assignment by the Employers to the Executive of any duties
     which are materially inconsistent with the Executive's
     positions, duties, responsibilities and status with the
     Employers immediately prior to a Change in Control of the
     Corporation, or a material change in the Executive's
     reporting responsibilities, titles or offices as an employee
     and as in effect immediately prior to such a Change in
     Control, or any removal of the Executive from or any failure
     to re-elect the Executive to any of such responsibilities,
     titles or offices, except in connection with the

                                    3

     termination of the Executive's employment for Cause,
     Disability or Retirement or as a result of the Executive's
     death or by the Executive other than for Good Reason;

     (ii) Without the Executive's express written consent, a
     reduction by the Employers in the Executive's base salary as
     in effect on the date of the Change in Control of the
     Corporation or as the same may be increased from time to
     time thereafter or a reduction in the package of fringe
     benefits provided to the Executive;

     (iii)Any purported termination of the Executive's
     employment for Cause, Disability of Retirement which is not
     effected pursuant to a Notice of Termination satisfying the
     requirements of paragraph (i) below; or

     (iv) The failure by the Corporation to obtain the assumption
     of and agreement to perform this Agreement by any successor
     as contemplated in Section 6 hereof.

     (h)  IRS.  IRS shall mean the Internal Revenue Service.

     (i)  Notice of Termination.  Any purported termination of
the Executive's employment by the Corporation for Cause,
Disability or Retirement or by the Executive for Good Reason
shall be communicated by written "Notice of Termination" to the
other party hereto.  For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under
the provision so indicated, (iii) specifies a Date of
Termination, which shall be not less than thirty (30) nor more
than ninety (90) days after such Notice of Termination is given,
except in the case of the Corporation's termination of
Executive's employment for Cause, and (iv) is given in the manner
specified in Section 7 hereof.

     (j)  Retirement.  Termination by the Corporation of the
Executive's employment based on "Retirement" shall mean voluntary
termination by the Executive in accordance with the Employers'
retirement policies, including early retirement, generally
applicable to their salaried employees.

     2.   Benefits Upon Termination.  If the Executive's
employment by the Corporation shall be terminated subsequent to a
Change in Control of the Corporation by (i) the Corporation other
than for Cause, Retirement, or as a result of the Executive's
death, or (ii) the Executive for Good Reason, then the Employers
shall, subject to the provisions of Section 3 hereof, if
applicable:

     (a)  pay to the Executive, in twenty-four (24) equal monthly
installments beginning with the first business day of the month
following the Date of Termination, a cash amount equal to two (2)
times the Executive's Annual Compensation; and

                                    4

     (b)  maintain and provide for a period ending at the
earlier of (i) two (2) years after the Date of Termination
or (ii) the date of the Executive's full-time employment by
another employer (provided that the Executive is entitled
under the terms of such employment to benefits substantially
similar to those described in this subparagraph (b)), at no
cost to the Executive, the Executive's continued
participation in all group insurance, life insurance, health
and accident, disability and other employee benefit plans,
programs and arrangements in which the Executive was
entitled to participate immediately prior to the Date of
Termination (other than retirement plans or stock
compensation plans of the Employers), provided that in the
event that the Executive's participation in any plan,
program or arrangement as provided in this subparagraph (b)
is barred, or during such period any such plan, program or
arrangement is discontinued or the benefits thereunder are
materially reduced, the Employers arrange to provide the
Executive with benefits substantially similar to those which
the Executive was entitled to receive under such plans,
programs and arrangements immediately prior to the Date of
Termination.

     3.   Payment of Additional Benefits under Certain Circumstances.

          (a)  If the payments and benefits pursuant to
Section 2 hereof, either alone or together with other
payments and benefits which the Executive has the right to
receive from the Employers (including, without limitation,
the payments and benefits which the Executive would have the
right to receive from the Savings Bank pursuant to Section 2
of the Agreement between the Savings Bank and the Executive
dated as of the date hereof (the "Savings Bank Agreement"),
before giving effect to any reduction in such amounts
pursuant to the provisions of Section 3 of the Savings Bank
Agreement), would constitute a "parachute payment" as
defined in Section 280G(b)(2) of the Code (the "Initial
Parachute Payment," which includes the amounts paid pursuant
to clause (A) below), then the Corporation shall pay to the
Executive, in twenty-four (24) equal monthly installments
beginning with the first business day of the month following
the Date of Termination or in a lump sum within five
business days of the Date of Termination (at the Executive's
election), a cash amount equal to the sum of the following:

               (A)  the amount by which the payments and
          benefits that would have otherwise been paid by
          the Savings Bank to the Executive pursuant to
          Section 2 of the Savings Bank Agreement are
          reduced by the provisions of Section 3 of the
          Savings Bank Agreement;

               (B)  twenty (20) percent (or such other
          percentage equal to the tax rate imposed by
          Section 4999 of the Code) of the amount by which
          the Initial Parachute Payment exceeds the
          Executive's "base amount" from the Employers, as
          defined in Section 280G(b)(3) of the Code, with
          the difference between the Initial Parachute
          Payment and the Executive's base amount being
          hereinafter referred to as the "Initial Excess
          Parachute Payment"; and

                                    5

               (C)  such additional amount (tax allowance)
          as may be necessary to compensate the Executive
          for the payment by the Executive of state and
          federal income and excise taxes on the payment
          provided under clause (B) above and on any
          payments under this clause (C).  In computing such
          tax allowance, the payment to be made under clause
          (B) above shall be multiplied by the "gross up
          percentage" ("GUP").  The GUP shall be determined
          as follows:

                                            Tax Rate
                                   GUP =  -------------
                                           1- Tax Rate

The Tax Rate for purposes of computing the GUP shall be the
highest marginal federal and state income and employment-
related tax rate (including Social Security and Medicare
taxes), including any applicable excise tax rate, applicable
to the Executive in the year in which the payment under
clause (B) above is made and shall also reflect the phase
out of deductions and the ability to deduct certain of such
taxes.

          (b)  Notwithstanding the foregoing, if it shall
subsequently be determined in a final judicial determination
or a final administrative settlement to which the Executive
is a party that the actual excess parachute payment as
defined in Section 280G(b)(1) of the Code is different from
the Initial Excess Parachute Payment (such different amount
being hereafter referred to as the "Final Excess Parachute
Payment"), then the Corporation's independent tax counsel or
accountants shall determine the amount (the "Adjustment
Amount") which either the Executive must pay to the
Corporation or the Corporation must pay to the Executive in
order to put the Executive (or the Corporation, as the case
may be) in the same position the Executive (or the
Corporation, as the case may be) would have been if the
Initial Excess Parachute Payment had been equal to the Final
Excess Parachute Payment.  In determining the Adjustment
Amount, the independent tax counsel or accountants shall
take into account any and all taxes (including any penalties
and interest) paid by or for the Executive or refunded to
the Executive or for the Executive's benefit.  As soon as
practicable after the Adjustment Amount has been so
determined, the Corporation shall pay the Adjustment Amount
to the Executive or the Executive shall repay the Adjustment
Amount to the Corporation, as the case may be.

          (c)  In each calendar year that the Executive
receives payments of benefits under this Section 3, the
Executive shall report on her state and federal income tax
returns such information as is consistent with the
determination made by the independent tax counsel or
accountants of the Corporation as described above.  The
Corporation shall indemnify and hold the Executive harmless
from any and all losses, costs and expenses (including
without limitation, reasonable attorneys' fees, interest,
fines and penalties) which the Executive incurs as a result
of so reporting such information.  The Executive shall
promptly notify the Corporation in writing whenever the
Executive receives notice of the institution of a judicial
or administrative proceeding, formal or informal, in which
the federal tax treatment under Section 4999 of the Code of
any amount paid or payable under this Section 3 is being
reviewed or is in dispute.  The

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Corporation shall assume control at its expense over all legal
and accounting matters pertaining to such federal tax treatment
(except to the extent necessary or appropriate for the Executive
to resolve any such proceeding with respect to any matter unrelated
to amounts paid or payable pursuant to this Section 3) and the
Executive shall cooperate fully with the Corporation in any
such proceeding.  The Executive shall not enter into any
compromise or settlement or otherwise prejudice any rights
the Corporation may have in connection therewith without the
prior consent of the Corporation.

     4.    Mitigation; Exclusivity of Benefits.

     (a)  The Executive shall not be required to mitigate
the amount of any benefits hereunder by seeking other
employment or otherwise, nor shall the amount of any such
benefits be reduced by any compensation earned by the
Executive as a result of employment by another employer
after the Date of Termination or otherwise.

     (b)  The specific arrangements referred to herein are
not intended to exclude any other benefits which may be
available to the Executive upon a termination of employment
with the Employers pursuant to employee benefit plans of the
Employers or otherwise.

     5.    Withholding.  All payments required to be made by
the Corporation hereunder to the Executive shall be subject
to the withholding of such amounts, if any, relating to tax
and other payroll deductions as the Corporation may
reasonably determine should be withheld pursuant to any
applicable law or regulation.

     6.    Assignability. The Corporation may assign this
Agreement and its rights and obligations hereunder in whole,
but not in part, to any corporation, bank or other entity
with or into which the Corporation may hereafter merge or
consolidate or to which the Corporation may transfer all or
substantially all of its assets, if in any such case said
corporation, bank or other entity shall by operation of law
or expressly in writing assume all obligations of the
Corporation hereunder as fully as if it had been originally
made a party hereto, but may not otherwise assign this
Agreement or its rights hereunder.  The Executive may not
assign or transfer this Agreement or any rights or
obligations hereunder.

     7.   Notice.  For the purposes of this Agreement,
notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below:

     To the Corporation: President
                         First Keystone Financial, Inc.
                         22 West State Street
                         Media, Pennsylvania 19063

                                    7

     To the Executive:   Carol Walsh
                         At the address last appearing on
                         the personnel records of the
                         Savings Bank

     8.   Amendment; Waiver. No provisions of this Agreement
may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be
specifically designated by the Board of Directors of the
Corporation to sign on its behalf.  No waiver by any party
hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

     9.   Governing Law.  The validity, interpretation,
construction and performance of this Agreement shall be
governed by the laws of the United States where applicable
and otherwise the substantive laws of the Commonwealth of
Pennsylvania.

          10.  Nature of Employment and Obligations.

     (a)  Nothing contained herein shall be deemed to create
other than a terminable at will employment relationship
between the Corporation and the Executive, and the
Corporation may terminate the Executive's employment at any
time, subject to providing any payments specified herein in
accordance with the terms hereof.

     (b)  Nothing contained herein shall create or require
the Corporation to create a trust of any kind to fund any
benefits which may be payable hereunder, and to the extent
that the Executive acquires a right to receive benefits from
the Corporation hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Corporation.

     11.  Term of Agreement. This Agreement shall terminate
two (2) years after the date first above written; provided
that on or prior to the first anniversary of the date first
above written and each anniversary thereafter, the Board of
Directors of the Corporation shall consider (with
appropriate corporate documentation thereof, and after
taking into account all relevant factors, including
Executive's performance as an employee) renewal of the term
of this Agreement for an additional one (1) year, and the
term of this Agreement shall be so extended unless the Board
of Directors of the Corporation do not approve such renewal
and provide written notice to the Executive, or the
Executive gives written notice to the Corporation, thirty
(30) days prior to the date of any such anniversary, of such
party's or parties' election not to extend the term beyond
its then scheduled expiration date; and provided further
that, notwithstanding the foregoing to the contrary, this
Agreement shall be automatically extended for an additional
one (1) year upon a Change in Control of the Corporation.

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     12.  Headings.  The section headings contained in this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.

     13.  Validity. The invalidity or unenforceability of
any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

     14.  Counterparts.  This Agreement may be executed in
one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one
and the same instrument.

     15.  Entire Agreement.  This Agreement embodies the
entire agreement between the Corporation and the Executive
with respect to the matters agreed to herein.  All prior
agreements between the Corporation and the Executive with
respect to the matters agreed to herein, including without
limitation the Agreement between the Corporation and the
Executive dated May 26, 1999, are hereby superseded and
shall have no force or effect.  Notwithstanding the
foregoing, nothing contained in this Agreement shall affect
the agreement of even date being entered into between the
Savings Bank and the Executive.

     IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.


Attest:                            FIRST KEYSTONE FINANCIAL, INC.


/s/Donald S. Guthrie                 By: /s/Thomas M. Kelly
-----------------------                  ---------------------------
Donald S. Guthrie                        Thomas M. Kelly
                                         President


Attest:                            EXECUTIVE


/s/Donald S. Guthrie                 By: /s/Carol Walsh
-----------------------                  ---------------------------
Donald S. Guthrie                        Carol Walsh, Individually









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