0000950133-05-001354 Sample Contracts

TRANSITION, CONSULTING, NONCOMPETITION AND RETIREMENT AGREEMENT
Transition, Consulting, Noncompetition and Retirement Agreement • March 29th, 2005 • First Keystone Financial Inc • Savings institution, federally chartered • Pennsylvania

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”).

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AMENDMENT NUMBER 1 to the EMPLOYMENT AGREEMENT Between FIRST KEYSTONE FINANCIAL, INC. And THOMAS M. KELLY
Employment Agreement • March 29th, 2005 • First Keystone Financial Inc • Savings institution, federally chartered

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;

AMENDMENT NUMBER 1 to the EMPLOYMENT AGREEMENT Between FIRST KEYSTONE BANK And THOMAS M. KELLY
Employment Agreement • March 29th, 2005 • First Keystone Financial Inc • Savings institution, federally chartered

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;

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