Exhibit 10.1
[First Keystone Financial, Inc. Letterhead]
December 11, 2006
Xxxxxx X. Xxxxx
Financial Stocks Capital Partners IV L.P.
000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Re: First Keystone Financial, Inc. (the "Company")
Dear Xx. Xxxxx:
In connection with Financial Stocks Capital Partners IV
L.P.'s ("FSCP") agreement to purchase 240,000 shares of common
stock of the Company pursuant to that certain subscription
agreement between FSCP and the Company of even date herewith as
part of the private placement (the "Offering") by the Company of
400,000 shares of the common stock thereof (the "Common Stock"),
the Company agrees to appoint, subject to receipt of the non-
objection of the Office of Thrift Supervision ("OTS"), a
representative of FSCP to the Boards of Directors of the Company
and First Keystone Bank (the "Bank"), the Company's wholly owned
subsidiary. It is our understanding that the representative of
FSCP will be Xxx Xxxxxxx. We will appoint him to the class of
directors whose terms end with the annual meeting of stockholders
to be held in 2010. We also commit to use our best efforts to
obtain the OTS' non-objection to the appointment of Xx. Xxxxxxx
and to appoint him to the Boards promptly after receipt of such
non-objection. If the OTS objects to the appointment of Xx.
Xxxxxxx, we agree to work with you to obtain OTS non-objection to
an alternative representative of FSCP.
We appreciate your investment in and commitment to the
Company's future.
Very truly yours,
/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Agreed and Accepted on Behalf of
Financial Stocks Capital Partners IV L.P.
By: Finstocks Capital Management IV, LLC, its sole General Partner
By: /s/Xxxxxx X. Xxxxx
__________________
Name: Xxxxxx X. Xxxxx
Title: Chairman and CEO
