MAIN STREET BANCORP, INC.
                   DEFERRED COMPENSATION PLAN
                         AGREEMENT WITH
                       RICHARD A. KETNER

	This Agreement, executed this 14th day of October, 1999, by
and between MAIN STREET BANCORP, INC., a Pennsylvania bank
holding company of, 601 Penn Street, Reading, Pennsylvania 19601
(hereinafter referred to as the "Company") and RICHARD A. KETNER
(hereinafter referred to as the "Participant"), an employee of
the Company.

                           BACKGROUND

	A.	The Company established the Main Street Bancorp, Inc.
Deferred Compensation Plan (the "Plan") to offer deferred
compensation in addition to current compensation to those
officers and key employees of the Company. A copy of the Plan is
attached hereto as Exhibit "A".

	B.	The Board of Directors of the Company has elected to
include Participant in the Plan.

	C.	Participant's participation in the Plan shall be
governed by the terms of the Plan except as may be modified by
the terms of this Agreement.

                            AGREEMENT

	NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby agree as follows:

	1.	Contribution.  Within thirty days following the
execution of this Agreement the Company shall deposit with the
Trustee of the Trust (as those terms are defined in the Plan) the
sum of $283,000, on account of the Participant.  This sum shall
constitute the sole contribution of the Company to the Plan on
behalf of the Participant.

	2.	Beneficiary Designation.  Under the Plan certain
benefits may accrue to the Designated Beneficiary (as defined in
the Plan) of the Participant.  Participant shall from time to
time file with the Plan Administrator (as defined in the Plan) a
beneficiary designation. Participant's initial beneficiary
designation form is attached hereto as Exhibit "B".  The Plan's
claim procedure is included with the beneficiary designation
form.

	3.	Employment.  This agreement does not constitute a
contract of employment, and participation in the plan shall not
give any person the right to be retained as an employee of the
Company.  At the time of the execution of this Agreement,
employee's employment with the Company is governed by a certain
employment agreement by and between the Company and Employee
dated August 13, 1999, as may be amended and/or restated from
time to time.

	4.	Miscellaneous.

		(a).  Governing Law.  Except to the extent preempted by
federal law, this Agreement shall be construed, administered and
enforced in accordance with the domestic internal laws of the
Commonwealth of Pennsylvania.

		(b).  Construction.  In the event any parts of this
Agreement are found to be void, the remaining provisions of this
Agreement shall nevertheless be binding with the same effect as
though the void parts were deleted.

		(c).  Gender.  Except when otherwise required by the
context, and masculine, feminine or neuter terminology in this
Agreement shall include the other genders, and any singular
terminology shall include the plural and vice versa.

		(d).  Agreement Binding.  This Agreement shall be
binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.  The company agrees that
it will not be a party to any merger, consolidation or
reorganization, unless and until its obligations hereunder shall
either (i) be expressly assumed by its successor or successors;
or (ii) otherwise provided for by the Company.

		(e).  Conflicts.  In the event there is a conflict
between this Agreement and the Plan,
this Agreement shall, prevail.

	IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands the day and year first above written.

                              COMPANY:

Witness:                      MAIN STREET BANCORP, INC.

_________________________     By:_______________________________


                              PARTICIPANT:

_________________________     __________________________________
                              RICHARD A. KETNER



                    MAIN STREET BANCORP, INC.
                   DEFERRED COMPENSATION PLAN
                     BENEFICIARY DESIGNATION

Participant's Name:  Richard A. Ketner

Address:  118 Avenue E

City:  Schuylkill Haven          State:  PA    Zip:  17972

Employer:  Main Street Bancorp, Inc.

Date of Birth:  07/12/54    Social Security Number:  ###-##-####

Marital Status:  ___ unmarried/divorced
                  X  married
                 ___ separated

Instructions:  Use this form to designate the person or persons
to whom benefits under the Main Street Bancorp, Inc. Deferred
Compensation Plan (the "Plan"), if any, are to be paid in the
event of your death without a surviving spouse.  If you are
married or separated (but not divorced) at the time of your
death, your spouse is deemed your designated beneficiary under
the Plan.  If you are not married at the time of your death and
you have not completed this form, your estate shall be deemed to
be your designated beneficiary.

           PART 1 - PRIMARY BENEFICIARY (BENEFICIARIES)

	I name the following as the Primary Beneficiary or
Beneficiaries to receive any benefits payable upon my death in
the proportions indicated:

	1.	Name:     Deborah J. Ketner      Relationship:  Spouse

		Address:  118 Avenue E
                    Schuylkill Haven, PA 17972

	Percentage of total benefit to be paid to this person  100%

	2.	Name:                            Relationship:

		Address:



	Percentage of total benefit to be paid to this person: ___%

	3.	Name:                            Relationship:

		Address:



	Percentage of total benefit to be paid to this person:  ___%

If I have named more than one Primary Beneficiary, and if one or
more of those Primary Beneficiaries fail to survive me, I direct
that the death benefit be divided among my surviving Primary
Beneficiaries in the ratio established by the percentages
indicated.  If the percentages do not add up to 100%, the benefit
payable shall be allocated by the ratio of the percentages.


          PART 2 - SECONDARY BENEFICIARY (BENEFICIARIES)

	If all of my Primary Beneficiaries designated in Part 1 die
before I die, and if I fail, prior to my death, to name
substitute Primary beneficiaries, any benefit payable upon my
death shall be paid to the following Secondary Beneficiaries:

	1.	Name:                            Relationship:

		Address:



	Percentage of total benefit to be paid to this person: ___%

	2.	Name:                            Relationship:

		Address:



	Percentage of total benefit to be paid to this person: ___%

	3.	Name:                            Relationship:

		Address:



	Percentage of total benefit to be paid to this person: ___%

If I have named more than one Secondary Beneficiary, and if one
or more of those Secondary Beneficiaries fails to survive me, I
direct that the death benefit be divided among my surviving
Secondary Beneficiaries in the ratio established by the
percentages indicated.  If the percentages do not add up to 100%,
the benefit payable shall be allocated by the ratio of the
percentages.

The execution of this form and delivery thereof to the Plan
Administrator revokes all prior designations of beneficiaries
that I have made.

Date: ___________________     __________________________________
                                         Signature

Witnesses: ______________     __________________________________

Received, Plan Administrator, by _______________________________

                                              __________________
                                              Month/Day/Year



                     MAIN STREET BANCORP, INC.
                    DEFERRED COMPENSATION PLAN
                          CLAIM PROCEDURE

	The Plan Administrator will supply you or your beneficiary
with all forms necessary to request payment of your benefit.
Upon receipt of a claim for a benefit, the Plan Administrator
will, generally within 90 days, make a determination as to
whether the claim will be honored.  (The Plan Administrator may,
in special circumstances, extend the initial 90-day determination
period for an additional 90 days if, within the initial 90-day
period, written notice is sent to you or your beneficiary
indicating what the special circumstances are and the date by
which a decision will be made).

	In the event your or your designated beneficiary's claim is
initially denied in whole or in part, the Plan Administrator will
notify you or your beneficiary of the denial and give the
following information:

	(a)	the specific reason or reasons for the denial;

	(b)	specific references to the Plan provisions upon which
the denial is based;

	(c)	a description of any additional information which may
be needed and an explanation of which such information is needed;
and

	(d)	an explanation of the Plan's review procedure.

	Within 60 days of the receipt of the initial denial, you or
your beneficiary (or a duly authorized representative, such as a
lawyer) may request a review of the Plan Administrator's
decision, review pertinent documents, and submit issues and
comments in writing for the Plan Administrator's consideration.

	Upon receipt of an appeal, the Plan Administrator shall
render a final decision with in 60 days unless special
circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the appeal.  If an
extension is required because of special circumstances, written
notice of such extension will be furnished to you or your
beneficiary prior to the beginning of the extension.

	The Plan Administrator's decision on appeal will be in
writing and will list specific reasons for the decision, as well
as specific references to the Plan document upon which the
decision is based.  If a decision is not rendered by the
deadline, the appeal is automatically treated as denied.

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