Unassociated Document


    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

                      


              

            

          

        

      



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
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
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.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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.

                    	
                      Senior
      Vice President and Chief Financial Officer

                       

                    
	 
      	
                      D.

                    	
                      Senior
      Vice President and Operations Manager

                       

                    
	 
      	
                      E.

                    	
                      Senior
      Vice President and IT
Manager

                    


            

          

        

      

    

     

    Plan
participation by these five (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.

               

            


    

    
      	
               
      

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

             


    
      
        	
                 
      

              	
                      
                  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 

                            up
      to 95% of budget

                          	
                            5%

                          
	 
      	 
      
	
                            Greater
      than 95% of budget 

                            up
      to 100% of budget

                          	
                            10%

                          
	 
      	 
      
	
                            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 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

            


    

     

    
      
        
          	
                  Job
      Title

                   

                	
                  Maximum
      % of Pool

                
	
                  1.  Chief
      Executive Officer

                	
                  45%

                   

                
	
                  2.  Executive
      Vice President

                	
                  25%

                   

                
	
                  3.  Senior
      Vice President and Chief Financial Officer

                	
                  10%

                   

                
	
                  4.  Senior
      Vice President and Operations Manager

                	
                  10%

                   

                
	
                  5.  Senior
      Vice President and IT Manager

                	
                  10%