EXHIBIT 10.2




                     FIRST KEYSTONE NATIONAL BANK

                MANAGEMENT INCENTIVE COMPENSATION PLAN



                               CONTENTS


I.        PURPOSE                                            1
II.       GENERAL DESCRIPTION                                2
III.      PLAN ADMINISTRATION                                3
IV.       PLAN PARTICIPANTS                                  5
V.        OPERATING RULES                                    6
VI.       SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS            9


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                             I.  PURPOSE

     The purpose of the Management Incentive Compensation Plan is to
provide incentives and awards to top management employees who,
through high levels of performance, contribute to the success and
profitability of First Keystone National Bank.  The Plan is designed
to support organizational objectives and financial goals, as defined
by the Bank's Strategic and Financial Plans, by making available
additional, variable, and contingent incentive compensation.

                       II.  GENERAL DESCRIPTION

     The Management Incentive Compensation Plan is based upon the
achievement of a required budget net income figure before any
incentive award "pool" is formed.  The Plan specifies annual goals
that are consistent with those contained in the Strategic Business
Plan and the annual Profit Plan.

     The calculation of share of profits to be distributed to the
Plan participants, and the incentive formulas, are constructed to
provide awards that are consistent with achieved profitability
levels.  The incentive formulas insure a level of incentive award
that will enable First Keystone National Bank to attract, retain,
and motivate high quality management personnel and support continued
growth and profitability.

     The Management Incentive Compensation Plan is established to
augment regular salary and benefits programs already in existence.
The Plan is not meant to be a substitute for salary increases, but
as a supplement to salary, and, as stated earlier, as an incentive
for performance that contributes to outstanding levels of
achievement.


                      III.  PLAN ADMINISTRATION

     Throughout this Plan document, reference to the actions and
authority of the Human Resource Committee of the Board of Directors
also presumes that the Committee will recommend, and the Board of
Directors will approve or disapprove, final disposition of all
matters pertaining to the administration of the Plan.  The
Committee, with Board approval, has the responsibility to interpret,
administer, amend, or recommend suspension or termination of the
Plan as necessary.  The recommendations of the Committee, as
approved by


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the Board, affecting the construction, interpretation, and
administration of the Plan shall be final and binding on all
parties, including the Bank and its employees.

     Matters before the Committee shall be decided upon a majority
vote of the Committee and recommended to the Board for final action.
Plan participants who are members of the Committee shall not be
entitled to vote on matters relating to the eligibility for and/or
determination of their own incentive compensation awards.

     During the first quarter of each Plan Year, the Committee may
review and revise the operating rules.  Performance measures and
awards based upon those measures, may be changed in order to
emphasize specific goals and objectives of the Plan.  However, it is
expected that the Plan will require modification only when
significant changes in organization, goals, personnel, or
performance occur.  The Chief Executive Officer shall inform the
Committee of any proposed changes to the operating rules.

     Computation of incentive awards will be made by the Chief
Executive Officer in consultation with the Chairman of the Board.
Maintenance of participant payments and other related records shall
be the responsibility of the Bank's Human Resource Manager.  Such
computations and records may be audited annually by the independent
auditors of the Bank prior to submission to the Committee and the
Board for review and approval.

     Finally, the Committee, in the exercise of its discretion with
respect to the determination of the amount of the incentive plan
pool for any given Plan Year, may take into account the presence or
absence of nonrecurring or extraordinary items of income, gain,
expense, or loss, and any and all factors that, in its sole
discretion, may deem relevant.

     Extraordinary occurrences may be excluded when calculating
performance results to insure that the best interests of the Bank
are protected and are not brought into conflict with the best
interest of plan participants.


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                        IV.  PLAN PARTICIPANTS

     Participation in the Management Incentive Plan at First
Keystone National Bank is limited to the executive management team.
This management team includes the following functional job titles:

 A.  Chief Executive Officer
 B.  Executive Vice President
 C.  Vice President and Chief Financial Officer
 D.  Senior Vice President and Operations Manager
 E.  Senior Vice President and IT Manager

     Plan participation by these four (5) individuals recognizes the
importance of this group to the Bank and the potential these
officers have to influence the achievement of financial and
strategic objectives.

     The only additional eligibility requirement is that the manager
named to one of the five (5) positions noted above must have served
in the position the full twelve (12) months of the plan year in
order to be eligible.


                         V.  OPERATING RULES

I.   The Plan shall be effective as of April 1, 1988.

     A.  The Board of Directors of First Keystone National Bank may
         amend, suspend, or terminate the Plan at any time.
     B.  The Plan shall be administered by the Human Resource
         Committee with assistance from Executive Management.
     C.  The Human Resource Committee shall adopt such rules and
         regulations and shall make determinations and
         interpretations of the Plan thereunder as it shall deem
         appropriate.  All such rules, regulations, and
         determinations, as approved by the Board of Directors,
         shall be conclusive and binding upon all parties.
     D.  Eligibility for participation in the Plan is based upon
         the eligibility requirements as stated herein.
     E.  Supplementary Plan Documents relating to participants, the
         targeted incentive plan pool, and other pertinent matters
         will be prepared by the Committee, and approved by the
         Board of Directors, during the first quarter of each Plan
         Year.

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     F.  The incentive plan pool may be funded, within the
         discretion of the Board of Directors, with the following
         to be used as a general guideline:

               Fund as a                      % of Budget
              % of Budget                     Beyond Goal

      Greater than 90% of budget                  5%
         up to 95% of budget

      Greater than 95% of budget                  10%
         up to 100% of budget

           In excess of budget                    15%

     G.  Allocation of the plan pool will be made in accordance
         with the guidelines shown in Section VI of this Plan
         document.  As noted in these guidelines, individual
         performance standards must be met before an eligible
         participant will receive all or part of his/her eligible
         portion of the pool.
     H.  Within thirty (30) days following the end of the Plan
         Year, or as soon as financial and operating results are
         known, eligible participants will receive their
         appropriate incentive plan payment.  Unless otherwise
         determined and approved by the Board of Directors, this
         payment will be made in cash.
     I.  Basic Incentive Plan guidelines for any Plan Year shall be
         reviewed with the participants at the beginning of each
         Plan Year.
     J.  Partial payments under the Plan shall be administered as
         follows:

         1.   Retirement:  In the event of termination of employment
              through retirement, the employee may, at the
              discretion of the Committee, be considered to have
              earned one twelfth (1/12) of the annual incentive
              compensation award of a particular year for each month
              of employment in the Plan Year of his/her retirement.
         2.   Death:  If a participant dies, the amount of the award
              may be prorated for each month of employment during
              the Plan Year at the discretion of the Committee, and
              paid to the estate or designated beneficiary.
         3.   Termination for Reasons Other Than Death or
              Retirement:  In the event of termination of employment
              for reasons other than death or retirement, the
              participant, at the discretion of

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              the Committee, will forfeit all unpaid incentive
              awards.

     K.  No right or interest of any participant in the plan shall
         be assignable or transferable, or subject to any lien,
         directly, by operation of law, or otherwise, including
         levy, garnishment, attachment, pledge, or bankruptcy,
         except to a beneficiary upon the death of a participant as
         herein provided.
     L.  An award under the Plan shall not confer any right on the
         participant to continue in the employ of the bank, or
         limit in any way the right of the bank to terminate the
         participant's employment at any time.  The receipt of an
         award for any one year shall not guarantee an employee the
         right to receive an award for any subsequent year.
     M.  The Bank shall have the right to deduct from all payments
         under this Plan any federal or state taxes required by law
         to be withheld with respect to such payments.
     N.  The Committee, with concurrence of the Board of Directors,
         may terminate, amend, or modify this Plan at any time.


             VI.  SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS

     A.  Allocation of Incentive Plan Pool

                                                           Maximum %
                       Job Title                           of Pool
                      ________                             _______

     1.  Chief Executive Officer                        45%

     2.  Executive Vice President                       25%

     3.  Vice President and Chief
         Financial Officer                              10%

     4.  Senior Vice President and
         Operations Manager                             10%

     5.  Senior Vice President and IT Manager           10%