Exhibit 10.4

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                              Keystone Savings Bank



                Trustee and Executive Deferred Compensation Plan



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     Keystone Savings Bank Trustee and Executive Deferred Compensation Plan

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                            TABLE OF CONTENTS
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    Article                                                                               Page
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<S>   <C>                                                                                  <C>
      1.0         Name of Plan and Purpose..................................................1
      2.0         Eligibility...............................................................1
      3.0         Participation.............................................................1
      4.0         Benefits..................................................................1
      5.0         Funding...................................................................2
      6.0         Contributions.............................................................2
      7.0         Vesting...................................................................3
      8.0         Distributions of Benefits.................................................3
      9.0         Beneficiary Designation...................................................4
     10.0         Administration............................................................4
     11.0         Amendment and Termination.................................................5
     12.0         Miscellaneous.............................................................5

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     KEYSTONE SAVINGS BANK TRUSTEE AND EXECUTIVE DEFERRED COMPENSATION PLAN



     1.0      Name of Plan and Purpose


     1.1      This document will be known as the "Keystone Savings Bank Trustee
              and Executive Deferred Compensation Plan" (the "Deferred Comp
              Plan"). Its purpose is to enhance the retirement savings benefits
              available to the Trustees and select executives of Keystone
              Savings Bank (the "Bank") by allowing Participants the opportunity
              to contribute deferred portions of their cash compensation into an
              investment fund that will be held for the benefit of the
              Participants and their Designated Beneficiaries.


     2.0      Eligibility


     2.1      Eligibility under this Deferred Comp Plan will be restricted to
              trustees of the Bank and select senior officers of the Bank who
              are approved by the Retirement Plan Committee (the "Committee") of
              the Board of Trustees (the "Board) of the Bank to be Participants
              in this Deferred Comp Plan.


     3.0      Participation


     3.1      Trustees and employees of the Bank who are eligible to participate
              in this Deferred Comp Plan on the date of adoption of this
              Deferred Comp Plan may become Participants in this Deferred Comp
              Plan as of that date.

     3.2      Trustees and employees of the Bank who become eligible to
              participate in this Deferred Comp Plan after the date of adoption
              of this Deferred Comp Plan may become Participants in this
              Deferred Comp Plan as of the first day on which they become
              eligible.


     4.0      Benefits


     4.1      The benefits to which a Participant will be entitled under this
              Deferred Comp Plan will be equal to the balance in the
              Participant's Deferred Comp Plan Account in the Deferred
              Compensation Trust established under section 5.0 herein.



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     Keystone Savings Bank Trustee and Executive Deferred Compensation Plan



     5.0      Funding


     5.1      Within 15 business days after the close of each month, the Bank
              will pay over in cash to the Trustees of a trust established under
              a separate trust agreement (which will be known as the "Deferred
              Compensation Trust") the aggregate amount of contributions to the
              Deferred Comp Plan for such month (as determined in section 6.0
              herein). The Trustees of the Deferred Compensation Trust will
              receive each aggregate cash contribution and allocate it to the
              separate Deferred Comp Plan Accounts of the Participants (as
              instructed by the Bank) established and maintained under the
              Deferred Compensation Trust for the benefit of each Participant
              (the "Participant's Deferred Comp Plan Account") to be held or
              invested as provided in the Deferred Compensation Trust Agreement.


     6.0      Contributions

     6.1      Each Participant will elect, on or before December 31 of the year
              preceding the Plan year, the amount of the Participant's annual
              contribution to the Deferred Comp Plan for that Plan year (the
              "Elected Contribution Amount").

     6.2      Each Participant may adjust the Elected Contribution Amount for
              any Plan year by notifying the Committee, in writing. Such
              adjustment shall take effect no earlier than the first pay period
              commencing after the written notification.

     6.3      A Participant's election to contribute to the Deferred Comp Plan
              shall be made in a written statement to the Bank in such form as
              the Committee shall from time to time approve for that purpose.

     6.4      The Participant's Elected Contribution Amount shall be deducted
              from the Participant's periodic cash compensation payments as
              directed by the Participant in the Participant's election
              statement and approved by the Committee.

     6.5      If a Participant becomes eligible to participate in the Deferred
              Comp Plan on or after the first day of a Plan Year, the
              Participant's election for such Plan Year will be made before the
              first day of the next calendar month beginning after such day.
              Such Participant's contributions to the Deferred Comp Plan will
              commence with the first payroll period of the Bank beginning on or
              after the first day of that calendar month. In no event may the
              Participant's Elected Contribution Amount for such Plan Year
              exceed the cash compensation otherwise payable to the Participant
              for the period of such Plan Year commencing with such payroll
              period.




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     Keystone Savings Bank Trustee and Executive Deferred Compensation Plan


     7.0      Vesting

     7.1      Participants are immediately vested in their benefits under this
              Deferred Comp Plan.


     8.0      Distributions of Benefits

     8.1      The balance in a Participant's Deferred Comp Plan Account will be
              paid out to the Participant or the Participant's Designated
              Beneficiary or Beneficiaries in the event that the Participant is
              then deceased (collectively referred to hereinafter in this
              Article 8.0 as the "Recipient"), at the Recipient's direction at
              such future date certain or determinable as elected by the
              Participant. However, a) distributions will not be made earlier
              than the first day of the first Plan Year following the Plan Year
              in which any amount of compensation of the Participant is deferred
              under the Plan and b) distributions must begin no later than 120
              days following the close of the Plan year in which the
              Participant's termination of employment with or service as a
              director of the Bank occurs. The Recipient may direct the payment
              of the Participant's Deferred Comp Plan Account balance to be paid
              in cash in lump sum or in periodic installments (no more
              frequently than monthly) as directed by the Recipient and approved
              by the Committee, provided that the entire balance of a
              Participant's Deferred Comp Account will be distributed out to the
              Recipient not later than the 10th anniversary of the first
              installment payment.

     8.2      The Recipient's directions as to payment of the Participant's
              Deferred Comp Plan Account balance will be made in a written
              notice of election delivered by the Recipient to the Chairman (the
              "Chairman") of the Committee (or any member of the Board if no
              such office is then constituted) with the Participant's election
              to contribute to the Plan under section 6.0 herein. The Recipient
              may, any time prior to the date distributions are to commence
              under an election, revoke or amend directions previously given by
              the Recipient by delivery of a new written notice of election to
              the Chairman (or any member of the Board if no such office is then
              constituted), provided that no such revocation or amendment may
              have the affect of accelerating distributions of the Participant's
              Deferred Comp Plan Account.


     8.3      If the Recipient fails to direct the payment of the Participant's
              Deferred Comp Plan Account balance in accordance with section 8.2
              herein, the Participant's Deferred Comp Plan Account balance will
              be paid out of the Deferred Compensation Trust by the Trustees to
              the Recipient in lump sum in cash or in kind at the discretion of
              the Trustees.



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     Keystone Savings Bank Trustee and Executive Deferred Compensation Plan


     8.4      In the event a Participant fails to designate a beneficiary or
              beneficiaries in accordance with section 9.1 herein, and such
              Participant is deceased prior to the payout of the entire amount
              of the Participant's Deferred Comp Plan Account balance, the
              Participant's then remaining Deferred Comp Plan Account balance
              will be paid out in lump sum, in cash or in kind at the discretion
              of the Trustees, to the deceased Participant's estate.

     8.5      In the event a Designated Beneficiary is deceased prior to the
              payout of the entire amount of the Participant's Deferred Comp
              Plan Account Balance and no living alternate beneficiary is then
              found by the Committee to become the Designated Beneficiary in
              accordance with section 9.1 herein, the Participant's then
              remaining Deferred Comp Plan Account balance allocable to the
              deceased Designated Beneficiary will be paid out in lump sum, in
              cash or in kind at the discretion of the Trustee, to the deceased
              Designated Beneficiary's estate.


     8.6      Distributions to Recipients will be made net of any required tax
              withholdings.


     9.0      Beneficiary Designation

     9.1      Each Participant will be entitled to designate one or more
              beneficiaries and one or more successive alternate beneficiaries
              to be the Participant's Designated Beneficiary under this Deferred
              Comp Plan. Such designation will be made by notice in writing to
              the Chairman (or any member of the Board if no such office is then
              constituted) naming the beneficiaries and the successive alternate
              beneficiaries to be the Designated Beneficiary under this Deferred
              Comp Plan. Such designation may be revoked or amended at any time
              by the Participant by notice similarly given.

   10.0       Administration

   10.1       This Deferred Comp Plan will be administered by the Committee
              which will have the discretion to interpret the Deferred Comp Plan
              provisions, make rules and regulations pertaining to its
              administration and decide all questions arising in connection with
              its administration all of which shall be binding upon the Bank,
              the Participants, the Designated Beneficiaries and all persons
              claiming through them.


   10.2       No member of the Committee or the Board or any employee of the
              Bank will be liable to the Bank, any Participant, any Designated
              Beneficiary or any person claiming rights under the Deferred Comp
              Plan through the Bank, a Participant or a Designated Beneficiary
              for any act or failure to act which is done (or not done as the
              case may be) in good faith.


   10.3       All expenses of administering the Deferred Comp Plan will be borne
              by the Bank.



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   11.0       Amendment and Termination

   11.1       The Board reserves the right to amend or terminate the Deferred
              Comp Plan at any time except that no such amendment will affect
              benefits or rights to which any Participant became entitled prior
              to such amendment or termination.

   12.0       Miscellaneous

   12.1       It is intended that this Deferred Comp Plan not be a qualified
              plan within the meaning of section 401(a) of the Internal Revenue
              Code of 1986 and that it be exempt from coverage under the
              Employee Retirement Income Security Act of 1974 ("ERISA") pursuant
              to section 202(2) thereof.


   12.2       Any reference herein to any statute will be interpreted to include
              reference to any successor statute. Any reference herein to any
              office, officer, committee or board will be interpreted to include
              reference to any successor office, officer, committee or board.
              Any reference herein to the Bank will include reference to any
              successor to the Bank.


   12.3       Any person asserting a claim under this Deferred Comp Plan must
              put the claim in writing and submit it to the Secretary of the
              Keystone Savings Bank, P.O. Box 25012, Lehigh Valley, PA
              18002-5012 for processing. The Committee will then review the
              claim and reply to it within 90 days. The Committee's decision
              shall be final and binding. This administrative remedy shall be
              pursued prior to the filing of any legal action.

   12.4       The Plan Year upon which the books and records of account of this
              Deferred Comp Plan will be maintained will be the calendar year.

   12.5       Participation in this Deferred Comp Plan shall not provide any
              Participant with the right to remain in the employment of the Bank
              or the right to continue to serve as a trustee of the Bank.

   12.6       To the extent the enforcement or interpretation of this Deferred
              Comp Plan is not preempted by ERISA but is dependent upon state
              law, the laws of the Commonwealth of Pennsylvania, not including
              its conflict of laws provisions, shall govern.

   12.7       Captions and headings appearing herein are for convenient
              reference only. The text of this Deferred Comp Plan shall
              control.

   Adopted by Resolution of the Board of Trustees on December 22, 1997

                                  /s/ Michele A. Linsky
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                                  Michele A. Linsky, Corporate Secretary



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