MAIN STREET BANCORP, INC.
                   DEFERRED COMPENSATION PLAN

          The Main Street Bancorp, Inc. Deferred Compensation
Plan has been established as a non qualified arrangement for the
benefit of certain selected key employees of Main Street Bancorp,
Inc. and its affiliated companies.

          1.  Definitions.  The following terms, wherever used
herein, shall have the meanings ascribed to them, unless the
context in which such terms are used otherwise clearly requires.

               "Account Balance" means the balance at any
relevant time of the contribution(s) set aside on behalf of a
Participant and the accumulated earnings or loss thereon, less
distributions. Such amount shall be reflected in book entry
reserves maintained by the Company.

               "Annual Installment Amount" means the amount
determined pursuant to Paragraph 4(h).

               "Board of Directors" means the board of directors
of the relevant Company.

               "Change in Control" means any of the following:

                    (i)  any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities and Exchange Act of
1934 (the "Exchange Act")), other than MSB, a subsidiary of MSB,
an employee benefit plan of MSB or a subsidiary of MSB (including
a related trust), becomes the beneficial owner (as determined
pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly of securities of MSB representing more than 20% of the
combined voting power of MSB's then outstanding securities;

                    (ii)  the occurrence of, or execution of an
agreement providing for, a sale of all or substantially all of
the assets of MSB or the Main Street Bank to an entity which is
not a direct or indirect subsidiary of MSB;

                    (iii)  the occurrence of, or execution of an
agreement providing for, a reorganization, merger, consolidation
or similar transaction involving MSB, unless (A) the shareholders
of MSB immediately prior to the consummation of any such
transaction will initially own securities representing a majority
of the voting power of the surviving or resulting corporation,
and (B) the directors of MSB immediately prior  to the
consummation of such transaction will initially represent a
majority of the directors of the surviving or resulting
corporation; or

                    (iv)  any other event which is at any time
irrevocably designated as a "Change in Control" for purposes of
this Agreement by resolution adopted by a majority of the then
non-employee directors of MSB.

               "Code" means the Internal Revenue Code of 1986, as
amended.

               "Company" means MSB and each Subsidiary, or any
one or more of them, as appropriate to the context in which such
term is used.

               "Designated Beneficiary" means a Participant's
surviving spouse, or if there is no such surviving spouse, then
such person as may have been last specified as the beneficiary in
a writing delivered to the Plan Administrator prior the date of
such individual's death.  In default of a Designated Beneficiary,
the term shall mean the Participant's estate.

               "Disability" has the meaning ascribed to such term
in Code Section 22(e) (3).

               "Eligible Employee" means any executive or
managerial employee of the Company, provided such individual is a
person described in 29 C.F.R. Section 2520.104-23.

               "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.

               "Investment Manager" shall have the meaning
ascribed to such term in ERISA Section 3(38).

               "MSB" means Main Street Bancorp, Inc., a
Pennsylvania corporation.

               "Normal Retirement Age" means age 65 unless
otherwise designated by a separate written agreement between
Company and Participant, executed upon the Participants inclusion
in the Plan.

               "Participant" means any Eligible Employee who has
been selected by the Board of Directors of MSB or a Subsidiary to
participate in the Plan and whose participation shall not have
terminated in accordance with or pursuant to the terms of this
Plan document.

               "Plan"  means the Main Street Bancorp, Inc.
Deferred Compensation Plan, as set forth in this document, and as
the same may be amended from time to time.

               "Plan Administrator" means the body determined
pursuant to Paragraph 5.

               "Subsidiary" means a corporation the stock of
which owned directly or indirectly by MSB, satisfies the
ownership provisions of Code Section 1504 (a), and which has
adopted the Plan through appropriate action of its Board of
Directors.

               "Trust" means any grantor trust created to assist
in the funding of any Plan benefits.

               "Trust Agreement" means any agreement between the
Company and a Trustee pursuant to which assets are set aside to
assist in the funding of any Plan benefit.

               "Trustee" means the trustee of any grantor trust
established by the Company to assist in the funding of Plan
benefits.

          2.  Participation.  The Board of Directors of the
Company may from time to time designate Eligible Employees as
Plan Participants.  Participation by a selected Eligible Employee
shall commence as specified in the relevant Board resolution.
Nothing set forth in this Plan document shall be construed as
requiring that an Eligible Employee be selected as a Plan
Participant.

          3.  Funding; Plan Benefit.

               (a)  The Board of Directors of the Company shall
specify a fixed sum, determined by it at its discretion, to be
allocated for the benefit of the designated Participant and shall
segregate such amount in an investment account constituting a
part of the general assets of the Company, in a Trust, or both.
The Board of Directors may thereafter set aside additional
amounts for the benefit of such Participant but shall not be
required to do so.  The amount so set aside shall be invested
pursuant to the direction of an Investment Manager selected from
time to time by the Board of Directors of MSB.  Such Investment
Manager shall cause such amount to be invested in a manner
consistent with the Plan's investment policy as the same may be
established from time to time by the Plan Administrator.

               (b)  The Plan benefit to be received by a
Participant shall be determined by reference to his or her
Account Balance.  Nothing in this Plan document or elsewhere
shall give a Participant the right to control the manner in which
his or her Account Balance is invested, and neither the Company,
nor a Trustee, nor the Investment Manager, shall be liable to a
Participant for the investment performance of an Account Balance
or any selected investment policy, the determination of which
shall be made, in its sole discretion from time to time, by the
Plan Administrator.

               (c)  Notwithstanding the use of any Trust in
connection with the provision of Plan benefits, this Plan is
intended to constitute an unfunded plan of deferred compensation
for all purposes under the Code and ERISA.

               (d)  Unless otherwise agreed between MSB and the
Company employing a Participant, the cost of any contribution on
behalf of such Participant shall be borne by the employing
Company.

          4.  Events Triggering Distribution; Mode of Payment.

               (a)  Upon the death of a Participant, such
Participant shall be 100% vested in his or her Account Balance,
and such balance, as determined as of the nearest practical date
to the day of distribution, shall be distributed to his or her
Designated Beneficiary in one lump sum within 30 days after such
date of death.

               (b)  Upon the termination of employment of a
Participant by reason of Disability prior to the attainment of
Normal Retirement Age, such Participant shall be 100% vested in
his or her Account Balance, and such balance shall commence to be
paid to the Participant in annual installments, beginning with
the fifteenth day of the month next following such termination of
employment.

               (c)  Upon the occurrence of a Change in Control of
MSB, a Participant shall be 100% vested in his or her Account
Balance, and such balance, as determined as of the nearest
practical date to the date of distribution, shall be distributed
to him or her in one lump sum within 30 days after such
occurrence.

               (d)  Upon termination of employment of a
Participant on or after his or her Normal Retirement Age for any
reason other than death, such Participant shall be 100% vested in
his or her Account Balance, and such balance shall commence to be
paid to the Participant in annual installments, beginning with
the fifteenth day of the month next following such termination of
employment.

               (e)  Upon termination of employment of a
Participant prior to attainment of Normal Retirement Age for any
reason other than death or Disability, a portion of his or her
Account Balance shall be distributed to him or her in one lump
sum within 30 days after such termination of employment.
Provided termination occurs upon or after the Participant has
reached age 55, the amount distributable shall be equal to the
Account Balance, as determined as of the date of termination,
times a fraction, the numerator of which is the number of years
of Plan participation to the date of termination (rounded to the
nearest one-tenth of a year) and the denominator of which is the
number of years from the initial commencement of Plan
participation through the Participant's Normal Retirement Age
(rounded to the nearest one-tenth of a year).  The remainder of
such Account Balance shall be forfeited.  In the event the
termination occurs prior to the Participant reaching age 55, the
entire Account Balance shall be forfeited.  The Company may, by
separate written agreement between Company and Participant
executed upon the Participant's inclusion in the Plan, modify the
vesting schedule set forth in this section.

               (f)  For purposes of paragraph 4(c), in the event
the Company that is the primary employer of a Participant is sold
or otherwise ceases to be a Subsidiary and the Participant does
not thereafter continue as an employee of MSB or any other
remaining Subsidiary, then a Change in Control of MSB shall be
deemed to have occurred with respect to such Participant.

               (g)  For purposes of determining the amount of any
annual installment payment required under Paragraph 4(b) and
4(d), such payment shall equal the Annual Installment Amount.

               (h)  For purposes of this paragraph 4, the term
"Annual Installment Amount" shall be the amount determined by
dividing the Participant's initially determined Account Balance
by fifteen (15).  Thereafter, each Annual Installment shall be
paid on the anniversary date of the first installment in an
amount determined by dividing the Participant's Account Balance,
as determined not more than 30 days prior to payment of the
installment, by the divisor used for the immediately preceding
year minus 1.0.

               (i)  In the event a Participant dies prior to the
receipt of his or her entire Plan benefit, the then balance
thereof shall be paid to his or her Designated Beneficiary in one
lump sum within 30 days following death.

          5.  Administration.  The Plan shall be construed,
administered and enforced by the Board of Directors of MSB, or
such committee thereof as it may designate from time to time,
which body shall be referred to as the Plan Administrator.  The
Plan Administrator shall have such power, authority and duties as
may be necessary or appropriate for the efficient operation and
administration of the Plan.  No member of the Plan Administrator
shall be liable for any act taken (or omitted to be taken) in
good faith in connection with the discharge of his or her duties.
Notwithstanding any provision in this Plan document to the
contrary, the Plan Administrator may, in its good faith judgment,
elect to pay any Plan benefit in one lump sum in lieu of an
otherwise required annual installment payment.  The Plan
Administrator shall take such steps and make such filings with
the federal government as may be necessary for the Plan to avail
itself of the provisions of 29 C.F.R. Section 2520.104-23.

          6.  Rights of Participants.  Whether or not any assets
may be transferred to a Trust to assist in the funding of Plan
benefits, no Participant shall be entitled to, or have any
interest in, any specific asset to secure the receipt his or her
benefit.  Each Participant shall be an unsecured, general
creditor of the Company with respect to his or her entitlement to
Plan benefits.

     7.     Amendment and Termination.  This Plan may be amended
from time to time, or terminated at any time, by the Board of
Directors of MSB.  In the event of Plan termination, each
individual who is then a Participant shall thereafter be deemed
fully vested so that the pro ration provisions of Paragraph 4 (e)
shall no longer apply to such Participant.

          8.  Miscellaneous Provisions.

               (a)  The Plan 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 any Company.

               (b)  The right of a Participant to the payment of
a Plan benefit shall not be subject to voluntary or involuntary
transfer, assignment, pledge, encumbrance, attachment or levy.

               (c)  Wherever any words are used herein in the
singular, they shall be construed as though they were used in the
plural, and vice versa.

               (d)  In the event any provision in this Plan
document is held illegal or invalid, such provision shall not
affect the remaining provisions of the Plan, and the Plan
document shall be construed as though such illegal or invalid
provision were not contained herein.

               (e)  Except to the extent preempted by federal
law, this Plan document shall be construed, administered and
enforced in accordance with the domestic internal law of the
Commonwealth of Pennsylvania.

               (f)  In the event there is a conflict between this
Plan document and any Trust Agreement, the terms of the Plan
shall prevail.

               (g)  As a condition of participation in the Plan,
an Eligible Employee selected for participation shall consent, in
writing, to the withholding from his or her base salary, bonus or
other similar compensation any tax liability caused by reason of
his or her Plan participation.

          9.  Effective Date.  The effective date of this Plan
shall be October 15, 1999.

          IN WITNESS WHEREOF, MAIN STREET BANCORP, INC. has
caused this Plan document to be executed, on its behalf and on
behalf of each Subsidiary, by its duly authorized officers on the
14th day of October, 1999.

                              MAIN STREET BANCORP, INC.


                              By:________________________________

(CORPORATE SEAL)              Attest:____________________________

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