<PAGE>   1

                                                                     EXHIBIT 4.3



                     ====================================


               SERIES A CAPITAL SECURITIES GUARANTEE AGREEMENT


                        FIRST KEYSTONE FINANCIAL, INC.

                         Dated as of August 26, 1997


                     ====================================
<PAGE>   2
                               TABLE OF CONTENTS

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<S>              <C>                                                                                                      <C>
                                                     ARTICLE I
                                           DEFINITIONS AND INTERPRETATION

SECTION 1.1      Definitions and Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 ------------------------------                                                                             

                                                     ARTICLE II
                                                TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 --------------------------------                                                                           
SECTION 2.2      Lists of Holders of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ------------------------------                                                                             
SECTION 2.3      Reports by the Capital Securities Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ---------------------------------------------------                                                        
SECTION 2.4      Periodic Reports to Capital Securities Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . .   6
                 --------------------------------------------------------                                                   
SECTION 2.5      Evidence of Compliance with Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 ------------------------------------------------                                                           
SECTION 2.6      Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 -------------------------                                                                                  
SECTION 2.7      Event of Default; Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 ------------------------                                                                                   
SECTION 2.8      Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ---------------------                                                                                      

                                                    ARTICLE III
                                            POWERS, DUTIES AND RIGHTS OF
                                        CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1      Powers and Duties of the Capital Securities Guarantee Trustee . . . . . . . . . . . . . . . . . . . . .   8
                 -------------------------------------------------------------                                              
SECTION 3.2      Certain Rights of Capital Securities Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . .    10
                 ------------------------------------------------------                                                     
SECTION 3.3.     Not Responsible for Recitals or Issuance of Series A Capital Securities Guarantee . . . . . . . . . . .  12
                 ---------------------------------------------------------------------------------                          

                                                     ARTICLE IV
                                        CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1      Capital Securities Guarantee Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 -------------------------------------------------                                                          
SECTION 4.2      Appointment, Removal and Resignation of Capital Securities Guarantee Trustee  . . . . . . . . . . . . .  13
                 ----------------------------------------------------------------------------                               

                                                     ARTICLE V
                                                     GUARANTEE

SECTION 5.1      Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ---------                                                                                                  
SECTION 5.2      Waiver of Notice and Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ---------------------------                                                                                
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<PAGE>   3
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<S>              <C>                                                                                                      <C>
SECTION 5.3      Obligations Not Affected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ------------------------                                                                                   
SECTION 5.4      Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 -----------------                                                                                          
SECTION 5.5      Guarantee of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 --------------------                                                                                       
SECTION 5.6      Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 -----------                                                                                                
SECTION 5.7      Independent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 -----------------------                                                                                    

                                                     ARTICLE VI
                                     LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1      Limitation of Transactions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 --------------------------                                                                                 
SECTION 6.2      Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 -------                                                                                                    

                                                    ARTICLE VII
                                                    TERMINATION

SECTION 7.1      Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 -----------                                                                                                

                                                    ARTICLE VIII
                                            COMPENSATION AND EXPENSES OF
                                        CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 8.1      Compensation and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                 -------------------------                                                                                  

                                                     ARTICLE IX
                                                  INDEMNIFICATION

SECTION 9.1      Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                 -----------                                                                                                
SECTION 9.2      Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 ---------------                                                                                            

                                                     ARTICLE X
                                                   MISCELLANEOUS

SECTION 10.1     Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 ----------------------                                                                                     
SECTION 10.2     Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 ----------                                                                                                 
SECTION 10.3     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                 -------                                                                                                    
SECTION 10.4     Exchange Offer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                 --------------                                                                                             
SECTION 10.5     Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                 -------                                                                                                    
SECTION 10.6     Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                 -------------                                                                                              
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                                       ii
<PAGE>   4
                SERIES A CAPITAL SECURITIES GUARANTEE AGREEMENT


                 This GUARANTEE AGREEMENT (the "Series A Capital Securities
Guarantee"), dated as of August 26, 1997, is executed and delivered by First
Keystone Financial, Inc., a Pennsylvania corporation (the "Guarantor"), and The
Bank of New York, a New York banking corporation, as trustee (the "Capital
Securities Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Series A Capital Securities (as defined
herein) of First Keystone Capital Trust I, a Delaware statutory business trust
(the "Issuer").

                 WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of August 26, 1997, among the trustees of
the Issuer, the Guarantor, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof 16,200 capital securities, having an aggregate
liquidation amount of $16,200,000, such capital securities being designated the
Series A 9.70% Capital Securities (collectively the "Series A Capital
Securities") and, in connection with an Exchange Offer (as defined in the
Declaration), has agreed to execute and deliver the Series B Capital Securities
Guarantee (as defined in the Declaration) for the benefit of holders of the
Series B Capital Securities (as defined in the Declaration); and

                 WHEREAS, as incentive for the Holders to purchase the Series A
Capital Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth in this Series A Capital Securities Guarantee,
to pay to the Holders the Guarantee Payments (as defined below) and to make
certain other payments on the terms and conditions set forth herein; and

                 WHEREAS, the Guarantor is executing and delivering a guarantee
agreement (the "Common Securities Guarantee"), with substantially identical
terms to this Series A Capital Securities Guarantee, for the benefit of the
holders of the Common Securities (as defined herein), except that if an Event
of Default (as defined in the Declaration) has occurred and is continuing, the
rights of holders of the Common Securities to receive Guarantee Payments under
the Common Securities Guarantee are subordinated, to the extent and in the
manner set forth in the Common Securities Guarantee, to the rights of holders
of Series A Capital Securities and the Series B Capital Securities to receive
Guarantee Payments under this Series A Capital Securities Guarantee and the
Series B Capital Securities Guarantee, as the case may be;

                 NOW, THEREFORE, in consideration of the purchase by each
Holder, which purchase the Guarantor hereby acknowledges shall benefit the
Guarantor, the Guarantor executes and delivers this Series A Capital Securities
Guarantee for the benefit of the Holders.
<PAGE>   5
                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1      Definitions and Interpretation

                 In this Series A Capital Securities Guarantee, unless the
context otherwise requires:

                 (a)      Capitalized terms used in this Series A Capital
                          Securities Guarantee but not defined in the preamble
                          above have the respective meanings assigned to them
                          in this Section 1.1;

                 (b)      Terms defined in the Declaration as of the date of
                          execution of this Series A Capital Securities
                          Guarantee have the same meaning when used in this
                          Series A Capital Securities Guarantee unless
                          otherwise defined in this Series A Capital Securities
                          Guarantee;

                 (c)      a term defined anywhere in this Series A Capital
                          Securities Guarantee has the same meaning throughout;

                 (d)      all references to "the Series A Capital Securities
                          Guarantee" or "this Series A Capital Securities
                          Guarantee" are to this Series A Capital Securities
                          Guarantee as modified, supplemented or amended from
                          time to time;

                 (e)      all references in this Series A Capital Securities
                          Guarantee to Articles and Sections are to Articles
                          and Sections of this Series A Capital Securities
                          Guarantee, unless otherwise specified;

                 (f)      a term defined in the Trust Indenture Act has the
                          same meaning when used in this Series A Capital
                          Securities Guarantee, unless otherwise defined in
                          this Series A Capital Securities Guarantee or unless
                          the context otherwise requires; and

                 (g)      a reference to the singular includes the plural and
                          vice versa.

                 "Affiliate" has the same meaning as given to that term in Rule
405 under the Securities Act of 1933, as amended, or any successor rule
thereunder.

                 "Business Day" means any day other than a Saturday or a
Sunday, or a day on which banking institutions in the City of New York or the
Town of Media, Pennsylvania are authorized or required by law or executive
order to close.





                                       2
<PAGE>   6
                 "Capital Securities Guarantee Trustee" means The Bank of New
York, a New York banking corporation, until a Successor Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Series A Capital Securities Guarantee and thereafter means
each such Successor Capital Securities Guarantee Trustee.

                 "Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.

                 "Corporate Trust Office" means the office of the Capital
Securities Guarantee Trustee at which the corporate trust business of the
Capital Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at 101 Barclay Street, New York, New York 10286.

                 "Covered Person" means any Holder of Series A Capital
Securities.

                 "Debentures" means the series of subordinated debt securities
of the Guarantor designated the Series A 9.70% Junior Subordinated Deferrable
Interest Debentures due August 15, 2027 held by the Property Trustee (as
defined in the Declaration) of the Issuer.

                 "Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Series A Capital Securities
Guarantee, provided, however, that except with respect to a default in payment
of any Guarantee Payment, the Guarantor shall have received notice of default
and shall not have cured such default within 60 days after receipt of such
notice.

                 "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Series A Capital
Securities, to the extent not paid or made by the Issuer:  (i) any accumulated
and unpaid Distributions (as defined in the Declaration) that are required to
be paid on such Series A Capital Securities to the extent the Issuer has funds
on hand legally available therefor at such time, (ii) the redemption price,
including all accumulated and unpaid Distributions to the date of redemption
(the "Redemption Price") to the extent the Issuer has funds on hand legally
available therefor at such time, with respect to any Series A Capital
Securities called for redemption by the Issuer and (iii) upon a voluntary or
involuntary termination and liquidation of the Issuer (other than in connection
with the distribution of Debentures to the Holders in exchange for Series A
Capital Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accumulated and unpaid
Distributions on the Series A Capital Securities to the date of payment, to the
extent the Issuer has funds on hand legally available therefor, and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
in liquidation of the Issuer.  If an Event of Default has occurred and is
continuing, no Guarantee Payments under the Common Securities Guarantee with
respect to the Common Securities or any guarantee payment under any Other
Common Securities





                                       3
<PAGE>   7
Guarantees shall be made until the Holders shall be paid in full the Guarantee
Payments to which they are entitled under this Series A Capital Securities
Guarantee.

                 "Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Series A Capital Securities; provided, however,
that, in determining whether the holders of the requisite percentage of Series
A Capital Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Guarantor or any Person known to a
Responsible Officer of the Capital Securities Guarantee Trustee to be an
Affiliate of the Guarantor.

                 "Indemnified Person" means the Capital Securities Guarantee
Trustee, any Affiliate of the Capital Securities Guarantee Trustee, or any
officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Capital Securities
Guarantee Trustee.

                 "Indenture" means the Indenture dated as of August 26, 1997,
among the Guarantor (the "Debenture Issuer") and The Bank of New York, as
trustee (the "Indenture Trustee"), pursuant to which the Debentures are to be
issued to the Property Trustee of the Issuer.

                 "Indenture Event of Default" shall mean any event specified in
Section 5.01 of the Indenture.

                 "Majority in liquidation amount of the Series A Capital
Securities" means, except as provided by the Declaration or by the Trust
Indenture Act, a vote by Holder(s) of more than 50% of the aggregate
liquidation amount of all Series A Capital Securities.

                 "Officers' Certificate" means, with respect to the Guarantor,
a certificate signed by any of the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, a Vice President, the Comptroller, the
Secretary or an Assistant Secretary of the Guarantor.  Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Series A Capital Securities Guarantee (other than pursuant
to Section 314(d)(4) of the Trust Indenture Act) shall include:

                 (a)      a statement that each officer signing the Officers'
         Certificate has read the covenant or condition and the definitions
         relating thereto;

                 (b)      a statement that each such officer has made such
         examination or investigation as, in such officer's opinion, is
         necessary to enable such officer to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

                 (c)      a statement as to whether, in the opinion of each
         such officer, such condition or covenant has been complied with.





                                       4
<PAGE>   8
                 "Other Common Securities Guarantees" shall have the same
meaning as "Other Guarantees" as defined in the Common Securities Guarantee.

                 "Other Debentures" means all junior subordinated debentures
issued by the Guarantor from time to time and sold to trusts to be established
by the Guarantor (if any), in each case similar to the Issuer.

                 "Other Guarantees" means all guarantees to be issued by the
Guarantor with respect to capital securities (if any) similar to the Series A
Capital Securities issued by other trusts to be established by the Guarantor
(if any), in each case similar to the Issuer.

                 "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                 "Registration Rights Agreement"  means the Registration Rights
Agreement, dated as of August 26, 1997, by and among the Guarantor, the Issuer
and the initial purchasers named therein as such agreement may be amended,
modified or supplemented from time to time.

                 "Responsible Officer" means, with respect to the Capital
Securities Guarantee Trustee, any officer within the Corporate Trust Office of
the Capital Securities Guarantee Trustee with direct responsibility for the
administration of this Series A Capital Securities Guarantee and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer's knowledge of and familiarity
with the particular subject.

                 "Successor Capital Securities Guarantee Trustee" means a
successor Capital Securities Guarantee Trustee possessing the qualifications to
act as Capital Securities Guarantee Trustee under Section 4.1.

                 "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

                 "Trust Securities" means the Common Securities and the Series
A Capital Securities and Series B Capital Securities, collectively.





                                       5
<PAGE>   9
                                   ARTICLE II
                              TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application

                 (a)      This Series A Capital Securities Guarantee is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Series A Capital Securities Guarantee and shall, to the extent applicable,
be governed by such provisions; and

                 (b)      if and to the extent that any provision of this
Series A Capital Securities Guarantee limits, qualifies or conflicts with the
duties imposed by Section 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

SECTION 2.2      Lists of Holders of Securities

         (a)     The Guarantor shall provide the Capital Securities Guarantee
Trustee (unless the Capital Securities Guarantee Trustee is otherwise the
registrar of the Capital Securities) with a list, in such form as the Capital
Securities Guarantee Trustee may reasonably require, of the names and addresses
of the Holders ("List of Holders") as of such date, (i) within 14 days after
each Record Date, and (ii) at any other time within 30 days of receipt by the
Guarantor of a written request for a List of Holders as of a date no more than
14 days before such List of Holders is given to the Capital Securities
Guarantee Trustee, provided, that the Guarantor shall not be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Capital Securities Guarantee
Trustee by the Guarantor.  The Capital Securities Guarantee Trustee may destroy
any List of Holders previously given to it on receipt of a new List of Holders.

                 (b)      The Capital Securities Guarantee Trustee shall comply
with its obligations under Sections 311(a), 311(b) and Section 312(b) of the
Trust Indenture Act.

SECTION 2.3      Reports by the Capital Securities Guarantee Trustee

                 Within 60 days after May 15 of each year, commencing May 15,
1998, the Capital Securities Guarantee Trustee shall provide to the Holders
such reports as are required by Section 313 of the Trust Indenture Act, if any,
in the form and in the manner provided by Section 313 of the Trust Indenture
Act.  The Capital Securities Guarantee Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act.

SECTION 2.4      Periodic Reports to Capital Securities Guarantee Trustee

                 The Guarantor shall provide to the Capital Securities
Guarantee Trustee such documents, reports and information as required by
Section 314 (if any) and the compliance certificate required by Section 314 of
the Trust Indenture Act in the form, in the manner





                                       6
<PAGE>   10
and at the times required by Section 314 of the Trust Indenture Act, provided
that such compliance certificate shall be delivered on or before 120 days after
the end of each fiscal year of the Guarantor.  Delivery of such reports,
information and documents to the Capital Securities Guarantee Trustee is for
informational purposes only and the Capital Securities Guarantee Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Guarantor's compliance with any of its covenants hereunder (as to which the
Capital Securities Guarantee Trustee is entitled to rely exclusively on
Officers' Certificates).

SECTION 2.5      Evidence of Compliance with Conditions Precedent

                 The Guarantor shall provide to the Capital Securities
Guarantee Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Series A Capital Securities Guarantee that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6      Events of Default; Waiver

                 The Holders of a Majority in liquidation amount of Series A
Capital Securities may, by vote, on behalf of all Holders, waive any past Event
of Default and its consequences.  Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Series A Capital
Securities Guarantee, but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

SECTION 2.7      Event of Default; Notice

                 (a)      The Capital Securities Guarantee Trustee shall,
within 90 days after the occurrence of a default with respect to this Capital
Securities Guarantee, mail by first class postage prepaid, to all Holders,
notices of all defaults actually known to a Responsible Officer, unless such
defaults have been cured before the giving of such notice, provided, that,
except in the case of default in the payment of any Guarantee Payment, the
Capital Securities Guarantee Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or a Responsible Officer in good faith
determines that the withholding of such notice is in the interests of the
Holders.

                 (b)      The Capital Securities Guarantee Trustee shall not be
deemed to have knowledge of any Event of Default unless the Capital Securities
Guarantee Trustee shall have received written notice from the Guarantor, or a
Responsible Officer charged with the administration of this Series A Capital
Securities Guarantee shall have obtained actual knowledge, of such Event of
Default.





                                       7
<PAGE>   11
SECTION 2.8      Conflicting Interests

                 The Declaration shall be deemed to be specifically described
in this Series A Capital Securities Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


                                  ARTICLE III
                          POWERS, DUTIES AND RIGHTS OF
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 3.1      Powers and Duties of the Capital Securities Guarantee Trustee

                 (a)      This Series A Capital Securities Guarantee shall be
held by the Capital Securities Guarantee Trustee for the benefit of the
Holders, and the Capital Securities Guarantee Trustee shall not transfer this
Series A Capital Securities Guarantee to any Person except a Holder exercising
his or her rights pursuant to Section 5.4(b) or to a Successor Capital
Securities Guarantee Trustee on acceptance by such Successor Capital Securities
Guarantee Trustee of its appointment to act as Successor Capital Securities
Guarantee Trustee.  The right, title and interest of the Capital Securities
Guarantee Trustee shall automatically vest in any Successor Capital Securities
Guarantee Trustee, and such vesting and succession of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Capital Securities Guarantee Trustee.

                 (b)      If an Event of Default actually known to a
Responsible Officer has occurred and is continuing, the Capital Securities
Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for
the benefit of the Holders.

                 (c)      The Capital Securities Guarantee Trustee, before the
occurrence of any Event of Default and after the curing of all Events of
Default that may have occurred, shall undertake to perform only such duties as
are specifically set forth in this Series A Capital Securities Guarantee, and
no implied covenants shall be read into this Series A Capital Securities
Guarantee against the Series A Capital Securities Guarantee Trustee.  In case
an Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) and is actually known to a Responsible Officer, the Capital
Securities Guarantee Trustee shall exercise such of the rights and powers
vested in it by this Series A Capital Securities Guarantee, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

                 (d)      No provision of this Series A Capital Securities
Guarantee shall be construed to relieve the Capital Securities Guarantee
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:





                                       8
<PAGE>   12
                 (i)      prior to the occurrence of any Event of Default and
         after the curing or waiving of all such Events of Default that may
         have occurred:

                          (A)     the duties and obligations of the Capital
                 Securities Guarantee Trustee shall be determined solely by the
                 express provisions of this Series A Capital Securities
                 Guarantee, and the Capital Securities Guarantee Trustee shall
                 not be liable except for the performance of such duties and
                 obligations as are specifically set forth in this Series A
                 Capital Securities Guarantee, and no implied covenants or
                 obligations shall be read into this Series A Capital
                 Securities Guarantee against the Capital Securities Guarantee
                 Trustee; and

                          (B)     in the absence of bad faith on the part of
                 the Capital Securities Guarantee Trustee, the Capital
                 Securities Guarantee Trustee may conclusively rely, as to the
                 truth of the statements and the correctness of the opinions
                 expressed therein, upon any certificates or opinions furnished
                 to the Capital Securities Guarantee Trustee and conforming to
                 the requirements of this Series A Capital Securities
                 Guarantee; but in the case of any such certificates or
                 opinions that by any provision hereof are specifically
                 required to be furnished to the Capital Securities Guarantee
                 Trustee, the Capital Securities Guarantee Trustee shall be
                 under a duty to examine the same to determine whether or not
                 they conform to the requirements of this Series A Capital
                 Securities Guarantee;

                 (ii)     the Capital Securities Guarantee Trustee shall not be
         liable for any error of judgment made in good faith by a Responsible
         Officer, unless it shall be proved that the Capital Securities
         Guarantee Trustee was negligent in ascertaining the pertinent facts
         upon which such judgment was made;

                 (iii) the Capital Securities Guarantee Trustee shall not be
         liable with respect to any action taken or omitted to be taken by it
         in good faith in accordance with the direction of the Holders of a
         Majority in liquidation amount of the Series A Capital Securities
         relating to the time, method and place of conducting any proceeding
         for any remedy available to the Capital Securities Guarantee Trustee,
         or exercising any trust or power conferred upon the Capital Securities
         Guarantee Trustee under this Series A Capital Securities Guarantee;
         and

                 (iv)     no provision of this Series A Capital Securities
         Guarantee shall require the Capital Securities Guarantee Trustee to
         expend or risk its own funds or otherwise incur personal financial
         liability in the performance of any of its duties or in the exercise
         of any of its rights or powers, if the Capital Securities Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability is not reasonably assured to it under the
         terms of this Series A Capital Securities Guarantee or indemnity,
         reasonably satisfactory to the Capital Securities Guarantee Trustee,
         against such risk or liability is not reasonably assured to it.





                                       9
<PAGE>   13
SECTION 3.2      Certain Rights of Capital Securities Guarantee Trustee

                 (a)      Subject to the provisions of Section 3.1:

                 (i)  The Capital Securities Guarantee Trustee may conclusively
         rely, and shall be fully protected in acting or refraining from
         acting, upon any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document believed by it to be genuine and to have been signed, sent or
         presented by the proper party or parties.

                 (ii)  Any direction or act of the Guarantor contemplated by
         this Series A Capital Securities Guarantee may be sufficiently
         evidenced by an Officers' Certificate.

                 (iii)  Whenever, in the administration of this Series A
         Capital Securities Guarantee, the Capital Securities Guarantee Trustee
         shall deem it desirable that a matter be proved or established before
         taking, suffering or omitting any action hereunder, the Capital
         Securities Guarantee Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officers' Certificate which,
         upon receipt of such request, shall be promptly delivered by the
         Guarantor.

                 (iv)  The Capital Securities Guarantee Trustee shall have no
         duty to see to any recording, filing or registration of any instrument
         (or any rerecording, refiling or registration thereof).

                 (v)  The Capital Securities Guarantee Trustee may consult with
         counsel of its selection, and the advice or opinion of such counsel
         with respect to legal matters shall be full and complete authorization
         and protection in respect of any action taken, suffered or omitted by
         it hereunder in good faith and in accordance with such advice or
         opinion.  Such counsel may be counsel to the Guarantor or any of its
         Affiliates and may include any of its employees.  The Capital
         Securities Guarantee Trustee shall have the right at any time to seek
         instructions concerning the administration of this Series A Capital
         Securities Guarantee from any court of competent jurisdiction.

                 (vi)  The Capital Securities Guarantee Trustee shall be under
         no obligation to exercise any of the rights or powers vested in it by
         this Series A Capital Securities Guarantee at the request or direction
         of any Holder, unless such Holder shall have provided to the Capital
         Securities Guarantee Trustee such security and indemnity, reasonably
         satisfactory to the Capital Securities Guarantee Trustee, against the
         costs, expenses (including attorneys' fees and expenses and the
         expenses of the Capital Securities Guarantee Trustee's agents,
         nominees or custodians) and liabilities that





                                       10
<PAGE>   14
         might be incurred by it in complying with such request or direction,
         including such reasonable advances as may be requested by the Capital
         Securities Guarantee Trustee; provided that, nothing contained in this
         Section 3.2(a)(vi) shall be taken to relieve the Capital Securities
         Guarantee Trustee, upon the occurrence of an Event of Default, of its
         obligation to exercise the rights and powers vested in it by this
         Series A Capital Securities Guarantee.

                 (vii)  The Capital Securities Guarantee Trustee shall not be
         bound to make any investigation into the facts or matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document, but the
         Capital Securities Guarantee Trustee, in its discretion, may make such
         further inquiry or investigation into such facts or matters as it may
         see fit.

                 (viii)  The Capital Securities Guarantee Trustee may execute
         any of the trusts or powers hereunder or perform any duties hereunder
         either directly or by or through agents, nominees, custodians or
         attorneys, and the Capital Securities Guarantee Trustee shall not be
         responsible for any misconduct or negligence on the part of any agent
         or attorney appointed with due care by it hereunder.

                 (ix)  Any action taken by the Capital Securities Guarantee
         Trustee or its agents hereunder shall bind the Holders, and the
         signature of the Capital Securities Guarantee Trustee or its agents
         alone shall be sufficient and effective to perform any such action.
         No third party shall be required to inquire as to the authority of the
         Capital Securities Guarantee Trustee to so act or as to its compliance
         with any of the terms and provisions of this Series A Capital
         Securities Guarantee, both of which shall be conclusively evidenced by
         the Capital Securities Guarantee Trustee's or its agent's taking such
         action.

                 (x)  Whenever in the administration of this Series A Capital
         Securities Guarantee the Capital Securities Guarantee Trustee shall
         deem it desirable to receive instructions with respect to enforcing
         any remedy or right or taking any other action hereunder, the Capital
         Securities Guarantee Trustee (i) may request instructions from the
         Holders of a Majority in liquidation amount of the Series A Capital
         Securities, (ii) may refrain from enforcing such remedy or right or
         taking such other action until such instructions are received and
         (iii) shall be protected in conclusively relying on or acting in
         accordance with such instructions.

                 (xi)  The Capital Securities Guarantee Trustee shall not be
         liable for any action taken, suffered, or omitted to be taken by it in
         good faith, without negligence, and reasonably believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Series A Capital Securities Guarantee.





                                       11
<PAGE>   15
                 (b)      No provision of this Series A Capital Securities
Guarantee shall be deemed to impose any duty or obligation on the Capital
Securities Guarantee Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it in any jurisdiction in
which it shall be illegal, or in which the Capital Securities Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation.  No permissive power or authority available to the Capital
Securities Guarantee Trustee shall be construed to be a duty.

SECTION 3.3.     Not Responsible for Recitals or Issuance of Series A Capital
                 Securities Guarantee

                 The recitals contained in this Series A Capital Securities
Guarantee shall be taken as the statements of the Guarantor, and the Capital
Securities Guarantee Trustee does not assume any responsibility for their
correctness.  The Capital Securities Guarantee Trustee makes no representation
as to the validity or sufficiency of this Series A Capital Securities
Guarantee.

                                   ARTICLE IV
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 4.1      Capital Securities Guarantee Trustee; Eligibility

                 (a)      There shall at all times be a Capital Securities
Guarantee Trustee which shall:

                 (i)      not be an Affiliate of the Guarantor; and

                 (ii)     be a corporation organized and doing business under
         the laws of the United States of America or any State or Territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the Securities and Exchange Commission to act as an
         institutional trustee under the Trust Indenture Act, authorized under
         such laws to exercise corporate trust powers, having a combined
         capital and surplus of at least 50 million U.S. dollars ($50,000,000),
         and subject to supervision or examination by Federal, State,
         Territorial or District of Columbia authority.  If such corporation
         publishes reports of condition at least annually, pursuant to law or
         to the requirements of the supervising or examining authority referred
         to above, then, for the purposes of this Section 4.1(a)(ii), the
         combined capital and surplus of such corporation shall be deemed to be
         its combined capital and surplus as set forth in its most recent
         report of condition so published.

                 (b)      If at any time the Capital Securities Guarantee
Trustee shall cease to be eligible to so act under Section 4.1(a), the Capital
Securities Guarantee Trustee shall immediately resign in the manner and with
the effect set out in Section 4.2(c).





                                       12
<PAGE>   16
                 (c)      If the Capital Securities Guarantee Trustee has or
shall acquire  any "conflicting interest" within the meaning of Section 310(b)
of the Trust Indenture Act, the Capital Securities Guarantee Trustee and
Guarantor shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act, subject to the penultimate paragraph thereof.

SECTION 4.2      Appointment, Removal and Resignation of Capital Securities
                 Guarantee Trustee

                 (a)      Subject to Section 4.2(b), the Capital Securities
Guarantee Trustee may be appointed or removed without cause at any time by the
Guarantor except during an Event of Default.

                 (b)      The Capital Securities Guarantee Trustee shall not be
removed in accordance with Section 4.2(a) until a Successor Capital Securities
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Capital Securities Guarantee
Trustee and delivered to the Guarantor.

                 (c)      The Capital Securities Guarantee Trustee shall hold
office until a Successor Capital Securities Guarantee Trustee shall have been
appointed or until its removal or resignation.  The Capital Securities
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Capital Securities
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Capital Securities Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed
by such Successor Capital Securities Guarantee Trustee and delivered to the
Guarantor and the resigning Capital Securities Guarantee Trustee.

                 (d)      If no Successor Capital Securities Guarantee Trustee
shall have been appointed and accepted appointment as provided in this Section
4.2 within 60 days after delivery of an instrument of removal or resignation,
the Capital Securities Guarantee Trustee resigning or being removed may
petition any court of competent jurisdiction for appointment of a Successor
Capital Securities Guarantee Trustee.  Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Capital Securities Guarantee Trustee.

                 (e)      No Capital Securities Guarantee Trustee shall be
liable for the acts or omissions to act of any Successor Capital Securities
Guarantee Trustee.

                 (f)      Upon termination of this Series A Capital Securities
Guarantee or removal or resignation of the Capital Securities Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Capital Securities
Guarantee Trustee all amounts due to the Capital Securities Guarantee Trustee
accrued to the date of such termination, removal or resignation.





                                       13
<PAGE>   17

                                   ARTICLE V
                                   GUARANTEE

SECTION 5.1      Guarantee

                 The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim that the Issuer may have or assert.  The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2      Waiver of Notice and Demand

                 The Guarantor hereby waives notice of acceptance of this
Series A Capital Securities Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.

SECTION 5.3      Obligations Not Affected

                 The obligations, covenants, agreements and duties of the
Guarantor under this Series A Capital Securities Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

                 (a)      the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Series A Capital
Securities to be performed or observed by the Issuer;

                 (b)      the extension of time for the payment by the Issuer
of all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Series A Capital
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Series A Capital Securities
(other than an extension of time for payment of Distributions, Redemption
Price, Liquidation Distribution or other sum payable that results from the
extension of any interest payment period on the Debentures permitted by the
Indenture);

                 (c)      any failure, omission, delay or lack of diligence on
the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Series A
Capital Securities, or any action on the part of the Issuer granting indulgence
or extension of any kind;





                                       14
<PAGE>   18
                 (d)      the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Issuer or any of the assets of the Issuer;

                 (e)      any invalidity of, or defect or deficiency in, the
Series A Capital Securities;

                 (f)      the settlement or compromise of any obligation
guaranteed hereby or hereby incurred;

                 (g)  the consummation of the Exchange Offer; or

                 (h)  any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor with
respect to the Guarantee Payments shall be absolute and unconditional under any
and all circumstances.

                 There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4      Rights of Holders

                 (a)      The Holders of a Majority in liquidation amount of
the Series A Capital Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Capital
Securities Guarantee Trustee in respect of this Series A Capital Securities
Guarantee or exercising any trust or power conferred upon the Capital
Securities Guarantee Trustee under this Series A Capital Securities Guarantee.

                 (b)      If the Capital Securities Guarantee Trustee fails to
enforce such Series A Capital Securities Guarantee, any Holder may institute a
legal proceeding directly against the Guarantor to enforce the Capital
Securities Guarantee Trustee's rights under this Series A Capital Securities
Guarantee, without first instituting a legal proceeding against the Issuer, the
Capital Securities Guarantee Trustee or any other person or entity.  The
Guarantor waives any right or remedy to require that any action be brought
first against the Issuer or any other person or entity before proceeding
directly against the Guarantor.

SECTION 5.5      Guarantee of Payment

                 This Series A Capital Securities Guarantee creates a guarantee
of payment and not of collection.





                                       15
<PAGE>   19
SECTION 5.6      Subrogation

                 The Guarantor shall be subrogated to all (if any) rights of
the Holders against the Issuer in respect of any amounts paid to such Holders
by the Guarantor under this Series A Capital Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Series A Capital
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Series A Capital Securities Guarantee.  If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount to the Holders.

SECTION 5.7      Independent Obligations

                 The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Series A
Capital Securities, and that the Guarantor shall be liable as principal and as
debtor hereunder to make Guarantee Payments pursuant to the terms of this
Series A Capital Securities Guarantee notwithstanding the occurrence of any
event referred to in subsections (a) through (h), inclusive, of Section 5.3
hereof.

                                   ARTICLE VI
                   LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1      Limitation of Transactions

                 So long as any Series A Capital Securities remain outstanding,
the Guarantor shall not (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Guarantor's capital stock (which includes common and preferred
stock), (ii) make any payment of principal of, or premium, if any, or interest
on or repay, repurchase or redeem any debt securities of the Guarantor
(including any Other Debentures) that rank pari passu with or junior in right
of payment to the Debentures or (iii) make any guarantee payments with respect
to any guarantee by the Guarantor of the debt securities of any subsidiary of
the Guarantor (including Other Guarantees) if such guarantee ranks pari passu
with or junior in right of payment to the Debentures (other than (a) dividends
or distributions in shares of, or options, warrants, rights to subscribe for or
purchase shares of, common stock of the Guarantor, (b) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) payments under the
Series A Capital Securities Guarantee and the Series B Capital Securities
Guarantee, (d) as a result of a reclassification of the Guarantor's capital
stock or the exchange or the conversion of one class or series of the
Guarantor's capital stock for another class or series of the Guarantor's





                                       16
<PAGE>   20
capital stock, (e) the purchase of fractional interests in shares of the
Guarantor's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged and (f)
purchases of common stock related to the issuance of common stock or rights
under any of the Guarantor's benefit plans for its directors, officers or
employees or any of the Guarantor's dividend reinvestment plans) if at such
time (i) there shall have occurred any event of which the Guarantor has actual
knowledge that (a) is, or with the giving of notice or the lapse of time, or
both, would be an Indenture Event of Default and (b) in respect of which the
Guarantor shall not have taken reasonable steps to cure, (ii) if such
Debentures are held by the Property Trustee, the Guarantor shall be in default
with respect to its payment of any obligations under this Series A Capital
Securities Guarantee or (iii) the Guarantor shall have given notice of its
election of the exercise of its right to extend the interest payment period
pursuant to Section 16.01 of the Indenture and any such extension shall be
continuing.

SECTION 6.2      Ranking

                 This Series A Capital Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and junior
in right of payment to Senior Indebtedness (as defined in the Indenture), to
the same extent and in the same manner that the Debentures are subordinated to
Senior Indebtedness pursuant to the Indenture, (ii) pari passu with the
Debentures, the Other Debentures, the Series B Capital Securities Guarantee,
the Common Securities Guarantee and any Other Guarantee and any Other Common
Securities Guarantee, and (iii) senior to the Guarantor's capital stock.

                                  ARTICLE VII
                                  TERMINATION

SECTION 7.1      Termination

                 This Series A Capital Securities Guarantee shall terminate (i)
upon full payment of the Redemption Price (as defined in the Declaration) of
all Series A Capital Securities, (ii) upon liquidation of the Issuer, the full
payment of the amounts payable in accordance with the Declaration or the
distribution of the Debentures to the Holders and the holders of Common
Securities or (iii) upon exchange of all the Series A Capital Securities for
the Series B Capital Securities in the Exchange Offer and the execution and
delivery of the Series B Capital Securities Guarantee.  Notwithstanding the
foregoing, this Series A Capital Securities Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid under the Series A Capital Securities or
under this Series A Capital Securities Guarantee.





                                       17
<PAGE>   21
                                  ARTICLE VIII
                          COMPENSATION AND EXPENSES OF
                      CAPITAL SECURITIES GUARANTEE TRUSTEE

SECTION 8.1      Compensation and Expenses

                 The Guarantor covenants and agrees to pay to the Capital
Securities Guarantee Trustee from time to time, and the Capital Securities
Guarantee Trustee shall be entitled to, such compensation as shall be agreed to
in writing between the Guarantor and the Capital Securities Guarantee Trustee
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Guarantor will pay or
reimburse the Capital Securities Guarantee Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Capital
Securities Guarantee Trustee in accordance with any of the provisions of this
Capital Securities Guarantee (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith.  The Guarantor also covenants to indemnify each of
the Capital Securities Guarantee Trustee (and its officers, agents, directors
and employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Capital Securities Guarantee Trustee) incurred without negligence
or bad faith on the part of the Capital Securities Guarantee Trustee and
arising out of or in connection with the acceptance or administration of this
guarantee, including the costs and expenses of defending itself against any
claim of liability in the premises.  The obligations of the Guarantor under
this Article VIII to compensate and indemnify the Capital Securities Guarantee
Trustee and to pay or reimburse the Capital Securities Guarantee Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that
of the Series A Capital Securities upon all property and funds held or
collected by the Capital Securities Guarantee Trustee as such, except funds
held in trust for the benefit of the holders of particular Series A Capital
Securities.

                 The provisions of this Article shall survive the termination
of this Capital Securities Guarantee.

                                   ARTICLE IX
                                INDEMNIFICATION

SECTION 9.1      Exculpation

         (a)     No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Person in good faith in accordance with this
Series A Capital Securities Guarantee and in a manner that such Indemnified
Person reasonably believed to be within the scope of the authority





                                       18
<PAGE>   22
conferred on such Indemnified Person by this Series A Capital Securities
Guarantee or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's
negligence or willful misconduct with respect to such acts or omissions.

         (b)     An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders might properly be paid.

SECTION 9.2      Indemnification

                 The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of
this Series A Capital Securities Guarantee.

                                   ARTICLE X
                                 MISCELLANEOUS

SECTION 10.1     Successors and Assigns

                 All guarantees and agreements contained in this Series  A
Capital Securities Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders then outstanding.

SECTION 10.2     Amendments

                 Except with respect to any changes that do not materially
adversely affect the rights of Holders (in which case no consent of Holders
will be required), this Series A Capital Securities Guarantee may only be
amended with the prior approval of the Holders of a Majority in liquidation
amount of the Series A Capital Securities (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined).
The provisions of the Declaration with respect to consents to amendments
thereof (whether at a meeting or otherwise) shall apply to the giving of such
approval.





                                       19
<PAGE>   23
SECTION 10.3     Notices

                 All notices provided for in this Series A Capital Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied or mailed by first class mail, as follows:

                 (a)      If given to the Issuer, in care of the Administrative
Trustee at the Issuer's mailing address set forth below (or such other address
as the Issuer may give notice of to the Holders and the Capital Securities
Guarantee Trustee):

                                  First Keystone Capital Trust I
                                  c/o First Keystone Financial, Inc.
                                  22 West State Street
                                  Media, Pennsylvania 19063
                                  Attention:       Thomas M. Kelly
                                                   Administrative Trustee
                                  Telecopy:        (610) 892-5108

         (b)     If given to the Capital Securities Guarantee Trustee, at the
Capital Securities Guarantee Trustee's mailing address set forth below (or such
other address as the Capital Securities Guarantee Trustee may give notice of to
the Holders and the Issuer):

                          The Bank of New York
                          101 Barclay Street
                          21st Floor West
                          New York, New York  10286
                          Attention:  Corporate Trust Trustee Administration
                          Telecopy:   (212) 815-5917

                 (c)      If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may give notice
of to the Holders and the Capital Securities Guarantee Trustee):

                                  First Keystone Financial, Inc.
                                  22 West State Street
                                  Media, Pennsylvania 19063
                                  Attention:       Thomas M. Kelly
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                  Telecopy:        (610) 892-5108

                 (d)      If given to any Holder, at the address set forth on
the books and records of the Issuer.





                                       20
<PAGE>   24
                 All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 10.4     Exchange Offer

                 In the event an Exchange Offer Registration Statement (as
defined in the Registration Rights Agreement) becomes effective and the Issuer
issues any Series B Capital Securities in the Exchange Offer, the Guarantor
will enter into a new capital securities guarantee agreement, in substantially
the same form as this Series A Capital Securities Guarantee, with respect to
the Series B Capital Securities.

SECTION 10.5     Benefit

                 This Series A Capital Securities Guarantee is solely for the
benefit of the Holders and, subject to Section 3.1(a), is not separately
transferable from the Series A Capital Securities.

SECTION 10.6     Governing Law

                 THIS SERIES A CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.





                                       21
<PAGE>   25
                 THIS SERIES A CAPITAL SECURITIES GUARANTEE is executed as of
the day and year first above written.

                             FIRST KEYSTONE FINANCIAL, INC.,
                                as Guarantor
                             
                             
                             
                             By:                                            
                                  ------------------------------------------
                                   Name:  Thomas M. Kelly
                                   Title: Executive Vice President and
                                          Chief Financial Officer
                             
                             
                             THE BANK OF NEW YORK, as Capital
                                Securities Guarantee Trustee
                             
                             
                             
                             By:                                            
                                  ------------------------------------------
                                   Name:
                                   Title:





                                       22