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                                                                    EXHIBIT 4.24

                          FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE ("First Supplemental Indenture") dated as of
October 6, 2000, by and between Olympia Financial Corp., a corporation organized
and existing under the laws of the State of Delaware ("Olympia") having its
registered office at 1209 Orange Street, Wilmington, Delaware 19801, and Bankers
Trust Company, a banking corporation organized and existing under the laws of
the State of New York (the "Trustee"), having its Corporate Trust Office at 4
Albany Street, New York, New York 10006.

                                    RECITALS

WHEREAS, Keystone Financial Mid-Atlantic Funding Corp., a corporation organized
and existing under the laws of the Commonwealth of Pennsylvania ("Keystone
Funding"), Keystone Financial, Inc., a corporation organized and existing under
the laws of the Commonwealth of Pennsylvania (the "Guarantor"), each having its
principal office at Front and Market Streets, P.O. Box 3660, Harrisburg,
Pennsylvania 17105, and the Trustee entered into a Senior Indenture, dated as of
May 7, 1997 (the "Indenture"), pursuant to which Senior Debt Securities (the
"Securities") have been issued by Keystone Funding and guaranteed by the
Guarantor; and

WHEREAS, On the date of this First Supplemental Indenture, the Guarantor has
been merged with and into Olympia, with Olympia being the surviving corporation
(the "Merger"), whereupon the separate corporate existence of the Guarantor has
ceased; and

WHEREAS, Olympia has delivered to the Trustee an Officers' Certificate stating
that the Merger and this First Supplemental Indenture comply with Article Nine
and Article Ten of the Indenture and that all conditions precedent therein
provided for relating to the Merger have been complied with, and an Opinion of
Counsel to the same effect; and

NOW, THEREFORE, in compliance with Article Nine and Article Ten of the Indenture
and in consideration of the covenants contained herein and intending to be
legally bound hereby, Olympia and the Trustee, for the equal and proportionate
benefit of all the Holders of the Securities, agree as follows:

1.       ASSUMPTION  OF  PAYMENT  AND  PERFORMANCE.  Olympia  hereby  expressly
assume  all of the  rights  and obligations  of the  Guarantor  and the
performance  of every  covenant and  condition of the  Indenture of the
Guarantor (as defined therein) thereunder to be performed or observed.

2.       PARTICULAR REPRESENTATIONS OF OLYMPIA.

The Olympia represents the following:

(a)      It is a corporation organized and existing under the laws of the State
of Delaware; and

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(b)      Immediately after the effective date of the Merger, no Event of
Default or Default, and no event which, after notice or lapse of time or both,
would become an Event of Default or Default, has happened and is continuing.

3.       SUCCESSION; EFFECT OF FIRST SUPPLEMENTAL INDENTURE.

(a)      As of the date of this First Supplemental Indenture, Olympia has
succeeded to and been substituted for, and does, hereby succeed to and become
substituted for, and may exercise every right and power of, the Guarantor under
the Indenture, with the same effect as if Olympia had been named as the
"Guarantor" therein.

(b)      Upon the execution of this First Supplemental Indenture, the Indenture
has been and hereby is modified in accordance herewith, and this First
Supplemental Indenture forms a part of the Indenture for all purposes; and every
Holder of a Security heretofore or hereafter authenticated and delivered under
the Indenture shall be bound hereby.

(c)      The recitals contained herein shall be taken as statements of Olympia
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or the sufficiency of this First
Supplemental Indenture.

(d)      All terms used in this First Supplemental Indenture which are defined
in the Indenture shall, for all purposes hereof, have the respective meanings
specified in the Indenture, unless the context otherwise specifies or requires.

(e)      Securities authenticated and delivered on and after the date hereof
shall bear the following notation, which may be printed or typewritten thereon:

                  "Effective October 6, 2000, Keystone Financial, Inc.
                  ("Keystone"), a Pennsylvania corporation, was merged with and
                  into Olympia Financial Corp. ("Olympia"), a Delaware
                  corporation. Pursuant to the First Supplemental Indenture,
                  dated as of October 6, 2000, Olympia has assumed the
                  obligations of Keystone as guarantor of the Securities and the
                  performance of every covenant and condition of the Indenture
                  on the part of Keystone to be performed or observed."

If Olympia shall so determine, new Securities so modified as to conform to the
Indenture as hereby supplemented, in form satisfactory to the Trustee, may at
any time hereafter be prepared and executed by Olympia and authenticated and
delivered by the Trustee in exchange for the Securities then Outstanding, and
thereafter the notation herein provided shall no longer be required. Anything
herein or in the Indenture to the contrary notwithstanding, the failure to affix
the notation herein provided to any Security or to exchange any Security for a
new Security modified as herein provided shall not affect any of the rights of
the Holder of such Security.

4.       GOVERNING  LAW.  This First  Supplemental  Indenture  shall be governed
by and construed in accordance with the laws of the jurisdiction that govern the
Indenture and its construction.

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5.       ACCEPTANCE  OF TRUSTEE.  The Trustee  hereby  accepts the trusts in
this First Supplemental Indenture declared and provided, upon the terms and
conditions herein set forth.

6.       COUNTERPARTS.  This First  Supplemental  Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


[Corporate Seal]                   OLYMPIA FINANCIAL CORP.

Attest:


  /s/ Michael S. Piemonte          By: /s/ Michael P. Pinto
---------------------------           ------------------------
Michael S. Piemonte                   Michael P. Pinto
  Assistant Secretary                  Chairman of the Board and President



                                   BANKERS TRUST COMPANY
[Corporate Seal]

Attest:


                                   By: /s/ Franco B. Talavera
---------------------------           ------------------------
                                      Title: Assistant Vice President


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STATE OF NEW YORK        )
                         )  ss:
COUNTY OF ERIE           )

On this 6th day of October 2000, before me personally appeared Michael P. Pinto,
to me known, who, being by me duly sworn, did depose and say that he is Chairman
of the Board and President of OLYMPIA FINANCIAL CORP., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                       /s/ Marie King
                                      ---------------------------------------
                                      Notary Public

[Notary Seal]

My commission expires:  3-30-01
                      ----------


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STATE OF NEW YORK        )
                         )  ss:
COUNTY OF NEW YORK       )

On this 6th day of October, 2000, before me personally appeared Franco B.
Talavera, to me known, who, being by me duly sworn, did depose and say that he
is an Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                       /s/ Boris Treyger
                                      -----------------------------------
                                      Notary Public

[Notary Seal]

My commission expires:  Nov. 9, 2000
                      ---------------

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