Exhibit 10.5

                              EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on the ____ day of ______________,  1998 between KEYSTONE
FINANCIAL,  INC.  (the  "Corporation"),  a  Pennsylvania  corporation  with  its
principal office at One Keystone Plaza, Harrisburg, PA 17105 and Mark L. Pulaski
(the "Executive"), residing at 13 Fieldstone Drive, Mechanicsburg, PA 17055.

WHEREAS,  the Corporation  desires to employ the Executive in a Senior Executive
position with the Corporation or a Subsidiary under the terms and conditions set
forth in this Agreement; and

WHEREAS,  the Executive  desires to serve the  Corporation  or a Subsidiary in a
Senior  Executive  position  under the terms  and  conditions  set forth in this
Agreement.

NOW THEREFORE,  in  consideration of the mutual covenant and agreement set forth
herein and intending to be legally bound hereby, the parties agree as follows:

1.   DEFINITIONS.  The following definitions shall apply in this Agreement:

    a)    "Anniversary Date" shall mean January 1, 1999 and the January 1
          of each successive year.

    b)    "Annual Salary" shall be the stated base cash compensation
          defined in Section 5(a) without regard to any elective deferral
          or salary reduction plan or program of the Corporation.

    c)    "Board of Directors"  shall mean the Board of Directors of the
           Corporation as constituted  from time to time.

    d)    "Change of Control" shall be as defined in Section 14 of this
          Agreement.

    e)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

    f)    "Disability" shall be as defined in Section 10(b) of this
          Agreement.

    g)    "Early  Retirement"  shall be that age stipulated from time to time by
          the Human Resources  Committee of the Board of Directors as the age at
          which key management personnel may elect to take early retirement.

    h)    "LTD" means the Corporation's long-term disability insurance for
          key management  personnel as in effect from time to time.

    i)    "MICP" means the Corporation's Management Incentive Compensation
          Plan as in effect from time to time, or any successor plan
          thereto.

    j)    "Normal  Retirement" shall be that age stipulated from time to time by
          the Human Resources  Committee of the Board of Directors as the age at
          which  key  management   personnel  are  required  to  take  mandatory
          retirement.

    k)    "Senior  Executive" shall mean any key management employee of the
          Corporation or a Subsidiary whose employment relationship is
          governed by a contract or agreement.

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    l)    "Subsidiary" shall mean any bank, corporation or other entity of which
          the  Corporation  owns,  directly  or  indirectly  through one or more
          Subsidiaries,  a  majority  of each  class of equity  security  having
          ordinary voting power in an election of directors.

 2.  TERM OF AGREEMENT; RENEWAL.

     a)   This Agreement  shall be initially  effective for a  twenty-nine-month
          period  beginning  August 1, 1998 and  ending on  December  31,  2000.
          Except as provided in Section 2(b),  the term of this  Agreement  will
          automatically  renew  on  January  1,  1999  and  on  each  subsequent
          Anniversary Date for an additional  three-year period unless, prior to
          the first day of October  preceding the first  Anniversary Date within
          the then  current  term,  either  party shall give  written  notice of
          nonrenewal to the other, in which event this Agreement shall terminate
          at the end of the three-year period then in effect.  For example,  the
          initial  contract period is August 1, 1998 through  December 31, 2000.
          On January 1, 1999, the term of this Agreement extends to December 31,
          2001.  On  January  1,  2000,  the term of this  Agreement  extends to
          December 31, 2002 unless one of the parties  provides a written notice
          of intent not to renew the Agreement prior to October 1, 1999.

     b)   In the event of a Change of Control,  if the Corporation  provides the
          Executive  with timely notice of  nonrenewal  pursuant to Section 2(a)
          prior to the first  Anniversary  Date following the Change of Control,
          the  Corporation's  decision  not to renew  this  Agreement  shall not
          constitute  "good  reason"  for  purposes  of Section  10(d)(ii).  Any
          subsequent  decision by the  Corporation  not to renew this  Agreement
          shall,  however,  constitute  good  reason  for  purposes  of  Section
          10(d)(ii).

3.  POSITION AND DUTIES.  The Executive  shall serve  initially as President and
Chief Operating  Officer of the Corporation  reporting to the Chairman and Chief
Executive  Officer of the  Corporation  and shall have  supervision  and control
over,  and  responsibility  for,  the general  management  and  operation of the
Corporation,  and shall  have such  other  powers and duties as may from time to
time  be  prescribed  by  the  Chairman  and  Chief  Executive  Officer  of  the
Corporation,  provided  that such duties are  consistent  with the position of a
Senior Executive.
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4. ENGAGEMENT IN OTHER EMPLOYMENT.  The Executive shall devote substantially all
his working  time,  ability and  attention  to the  business of the  Corporation
during  the term of this  Agreement.  The  Executive  shall  notify the Board of
Directors  in writing  before the  Executive  engages in any other  business  or
commercial  activities,  duties or  pursuits,  including,  but not  limited  to,
directorships  of other  companies.  Under no  circumstances  may the  Executive
engage in any  business  or  commercial  activities,  duties or  pursuits  which
compete with the business or commercial  activities of the Corporation or any of
its Subsidiaries, nor may the Executive serve as a director or officer or in any
other  capacity with any business  entity unless he shall have received  advance
written  approval  from the  officer  of the  Corporation  to whom he reports as
provided in Section 3 of this Agreement.

5. COMPENSATION.

     a)   ANNUAL  SALARY.  For  services  rendered  under  this  Agreement,  the
          Executive shall be entitled to receive as base  compensation an Annual
          Salary at an initial rate of $300,000 per year. The Executive's Annual
          Salary shall be reviewed thereafter by the Board of Directors at least
          once  annually and may be adjusted at the  discretion  of the Board of
          Directors   in   accordance   with  the   Corporation's   then-current
          compensation  policies and practices and other factors deemed relevant
          by the Board of Directors;  provided, that at no time shall the Annual
          Salary  be less  than  the  Executive's  Annual  Salary  in the  prior
          calendar year. Annual Salary shall be subject to withholding and other
          applicable  taxes and payroll  deductions and payable in substantially
          equal monthly  installments  or such other more frequent  intervals as
          may be  determined  by the Board of  Directors  as payroll  policy for
          Senior Executives.

     b)   INCENTIVE  COMPENSATION.  The  Executive  shall be eligible for annual
          incentive  awards  under and in  accordance  with the  MICP,  based on
          achievement of annual  performance  goals and other criteria set forth
          in the MICP.  Subject to the terms and  conditions of the MICP and all
          rules and regulations pertaining thereto, any incentive award to which
          the Executive  becomes  entitled will be paid to the Executive  within
          ninety (90) days following the end of the fiscal year in question.  In
          addition to the MICP, the Executive will be eligible to participate in
          any stock  option,  stock bonus,  or other  incentive  plan  available
          generally to other Senior Executives from time to time.

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6.   BENEFITS, VACATION TIME, EXPENSES AND PERQUISITES.

     a)   EMPLOYEE  BENEFIT  PLANS.  During  the  term  of this  Agreement,  the
          Executive  shall be entitled to  participate  in all employee  benefit
          plans  made  available  from  time to time by the  Corporation  to its
          Senior   Executives,   including,   but  not  limited   to,   pension,
          profit-sharing,  savings,  supplemental retirement income, medical and
          health-and-accident plans and arrangements,  subject to and on a basis
          consistent with the terms and conditions of, and the Corporation rules
          and  regulations  pertaining to such plans and  arrangements,  and any
          limitations or qualifications  imposed by any applicable  governmental
          body.  Subject to the  foregoing,  the benefit plans and  arrangements
          provided to the Executive  shall  include,  but not be limited to, the
          following:

                  i) Retirement Income Plans: The Executive shall be entitled to
                  participate in any nonqualified supplemental retirement income
                  plans available from time to time to the Corporation's  Senior
                  Executives, and shall become vested in such plans according to
                  the schedules  provided in the plan documents.  Benefits to be
                  received  by the  Executive  pursuant  to such  plans  will be

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<PAGE>
                  calculated  under the  formulas  utilized  in such plans as in
                  effect from time to time; provided, however, that in the event
                  of a Change of Control,  the  involuntary  termination  of the
                  Executive's employment other than for cause or the termination
                  of the Executive's employment for good reason (in either case,
                  whether or not in conjunction  with a Change of Control),  the
                  benefits  to be  provided  to the  Executive  pursuant to such
                  plans shall be calculated under the formulas  utilized by such
                  plans as in  effect  from  time to time but in no event  shall
                  such benefits be less than the benefits  calculated  under the
                  formulas  utilized  in such  plans as in effect on the date of
                  the Change of  Control  (as  defined in Section  14(g)) or the
                  effective date of the Executive's  termination of employment ,
                  respectively.

                            ii)  Life  Insurance:  Subject  to  satisfaction  of
                  conditions  imposed by the  applicable  insurance  company for
                  additional  coverage,  the Corporation  shall maintain for the
                  Executive  during  the term of this  Agreement  the  insurance
                  coverage  established for the Executive  effective  January 1,
                  1994,  under and in  accordance  with the  Keystone  Financial
                  Executive Split Dollar Agreement with Executive; provided, and
                  notwithstanding   any   contrary   provisions   therein,   the
                  Corporation  shall have no  unilateral  right to  terminate or
                  modify such Split Dollar Agreement with the Executive.

                  iii)  Disability  Insurance:  In addition  to  standard  group
                  benefit  provisions,  the  Corporation  shall make available a
                  supplemental   LTD  insurance   policy  for  purchase  by  the
                  Executive,  provided  the  Executive  qualifies as a medically
                  acceptable   risk  to  the  issuing   company  on  a  standard
                  underwriting  basis.  Such policy  shall  provide  that in the
                  event the Executive  becomes  disabled in accordance  with the
                  terms of such policy, he shall be entitled to receive benefits
                  from  all  sources  (e.g.,  Social  Security,  group  LTD  and
                  supplemental  LTD)  equal to 67% of his  Annual  Salary  as in
                  effect at the time of  disability  until he reaches the age of
                  65 or dies,  whichever  occurs first.  The  Corporation  shall
                  continue to pay to the  Executive his Annual Salary during any
                  applicable    "elimination"   (waiting)   period   under   the
                  supplemental LTD policy,  not to exceed one hundred and eighty
                  (180) days.  Notwithstanding  the foregoing,  supplemental LTD
                  coverage  shall be required only if and to the extent that the
                  Corporation's group LTD insurance policy benefit limit is such
                  that  it  does  not  permit  the   Executive  to  receive  the
                  above-stated  percentage (i.e., 67%) of income  replacement at
                  the time of said disability.

     b)   VACATION.  During the term of this  Agreement,  the Executive shall be
          entitled to the number of paid  vacation  days in each  calendar  year
          determined  by the  Corporation  from  time  to time  for  its  Senior
          Executives,  but not less than four (4)  weeks in any  calendar  year.
          Such vacation  entitlement  shall be subject to all rules and policies
          concerning  vacation time as shall be applicable to Senior  Executives
          from time to time.  The  Executive  shall also be entitled to all paid
          holidays given by the Corporation to its Senior Executives.

     c)   REIMBURSABLE GENERAL EXPENSES.  During the term of this Agreement, the
          Executive  shall be entitled to receive prompt  reimbursement  for all
          reasonable  expenses  incurred by him (in accordance with the policies
          and procedures established from time to time by the Board of Directors
          for its Senior Executives) in performing services hereunder,  provided
          that the Executive first properly accounts therefor in accordance with
          such policies and procedures.

     d)   REIMBURSABLE  AUTO EXPENSES.  During the term of this  Agreement,  the
          Executive  shall be  entitled to receive a monthly  payment  under the
          Corporation's Automobile Capital Cost Reimbursement Plan (the "ACCRP")
          for selected  executives.  Such  payments  shall be treated as current
          income  and  be  subject  to  regular   payroll  tax  withholding  and
          deductions.  The Executive shall also be entitled to reimbursement for
          operating  expenses of the automobile  associated with business travel
          at the  established  corporate  mileage  rate. 

     e)   MISCELLANEOUS.  The Executive shall be entitled  to receive such other
          perquisites, e.g. club memberships and "fringe benefits", as the Board
          of Directors shall deem appropriate in its sole direction.

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<PAGE>

7.  INDEMNIFICATION.  The  Corporation  shall  indemnify the  Executive,  to the
fullest extent permitted from time to time by Pennsylvania  law, with respect to
any threatened,  pending or  contemplated  action,  suit or proceeding,  brought
against  him by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the Corporation or is or was serving at the written request
of the Corporation as a director,  officer,  employee or agent of another person
or entity.  To the fullest extent permitted by Pennsylvania law, the Corporation
shall in advance of final  disposition pay any and all expenses  incurred by the
Executive in connection with any threatened,  pending or completed action,  suit
or  proceeding   with  respect  to  which  the  Executive  may  be  entitled  to
indemnification  hereunder.  The Executive's right to  indemnification  provided
herein is not  exclusive  of any other  rights of  indemnification  to which the
Executive may be entitled under any bylaw,  agreement,  vote of  shareholders or
otherwise, and shall continue beyond the term of this Agreement. The Corporation
shall use its best efforts to obtain insurance  coverage for the Executive under
an insurance policy covering  officers and directors of the Corporation  against
lawsuits,  arbitrations or other proceedings;  however,  nothing herein shall be
construed to require the  Corporation  to obtain such  insurance if the Board of
Directors  determines  that such coverage  cannot be obtained at a  commercially
reasonable price. Notwithstanding the foregoing, the Executive shall be entitled
to  indemnification  from the  Subsidiary  which is his actual  employer if such
indemnification  is available  and provides  more  extensive  coverage  than the
indemnification provided under this Agreement.

8.  UNAUTHORIZED  DISCLOSURE.  During the term of this Agreement or at any later
time, the Executive shall not,  without the written consent of a duly authorized
executive  officer of the  Corporation,  disclose  to any person  (including  an
employee  of the  Corporation  or a  Subsidiary),  other  than a person  to whom
disclosure  is  reasonably  necessary  or  appropriate  in  connection  with the
performance  by the Executive of his duties as an executive of the  Corporation,
any material confidential information obtained by him while in the employ of the
Corporation  or any  Subsidiary  or  operating  unit with  respect to any of the
services,  products,  improvements,  formulas,  designs  or  styles,  processes,
customers,  methods of  distribution  or business  practices,  the disclosure of
which  reasonably  would be  expected  to  materially  damage  the  Corporation;
provided, however, that for purposes of this Agreement, confidential information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by the Corporation.

9. RESTRICTIVE  COVENANTS.  Except as otherwise provided below, upon termination
of his employment  hereunder regardless of the circumstances or reasons for such
termination, the Executive covenants and agrees as follows:

     a)   NONCOMPETITION.  The  Executive  shall not,  directly  or  indirectly,
          within the  marketing  area of the  Corporation  and its  Subsidiaries
          (defined as all areas  within 100 miles of the work  location to which
          the  Executive was assigned for the majority of time during the twelve
          months   preceding  the  termination  of  his  employment   where  the
          Corporation has  established an active and material  market  presence)
          enter into or engage generally in direct or indirect  competition with
          the  Corporation  in the  business  of banking or any banking or trust

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          related  business,  either  directly or indirectly as an individual on
          his own or as a partner or joint venturer, or as a director,  officer,
          shareholder (except as an incidental  shareholder),  employee or agent
          for any person, for a period of one year after the date of termination
          of his employment,  except where the termination occurs in conjunction
          with a Change of Control as described in Section 11(d) . The existence
          of any material claim or cause of action of the Executive  against the
          Corporation,  whether predicated on this Agreement or otherwise, shall
          not constitute a defense to the enforcement by the Corporation of this
          covenant.  The Executive  acknowledges  and agrees that enforcement of
          this  covenant  not to compete  will not  prevent  him from  earning a
          livelihood and that any breach of the  restrictions  set forth in this
          paragraph will result in  irreparable  injury to the  Corporation  for
          which  it  shall  have  no  adequate  remedy  at  law,  and  that  the
          Corporation shall be entitled to injunctive relief in order to enforce
          the  provisions  hereof.  In the event  that this  paragraph  shall be
          determined by any court of competent  jurisdiction to be unenforceable
          in part by reason  of it being too great a period of time or  covering
          too great a geographical area, it shall be in full force and effect as
          to  that  period  of  time  or  geographical  area  determined  to  be
          reasonable by the court.

     b)   RETURN  OF  MATERIALS.    Upon  termination  of  employment  with  the
          Corporation for  any reason,  including a termination of employment in
          conjunction  with a Change  of Control as described in Section  11(d),
          the  Executive  shall  immediately  deliver  to  the  Corporation  all
          correspondence,  manuals, letters, notes, notebooks,  reports and  any
          other  documents  and   tangible  items   containing  or  constituting
          confidential  information  about  the  Corporation  maintained  at his
          office  and shall  promptly deliver  all said materials held by him at
          other locations.

     c)   NONSOLICITATlON OF EMPLOYEES.    The  Executive  shall  not  entice or
          solicit, directly or indirectly,  any other executives or  key manage-
          ment  personnel of  the   Corporation  to  leave  the  employ  of  the
          Corporation  or its  Subsidiaries to work with  the  Executive  or any
          entity with which  the Executive has  affiliated for a period  of  one
          year following  the  Executive's  termination of  employment  with the
          Corporation for any reason, including a termination  of  employment in
          conjunction with a Change of Control as described in Section 11(d).

     d)   NONSOLICITATION  OF  CUSTOMERS.  The  Executive  shall  not  entice or
          solicit,  directly  or  indirectly,  any  client  or  customer  of the
          Corporation  or any  Subsidiary for a period of one year following the
          Executive's  termination of employment  with the  Corporation  for any
          reason,  includin a termination  of employment in  conjunction  with a
          Change of Control as described in Section 11(d).

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     e)   REMEDY.  The  Executive  acknowledges  and agrees that  any  breach of
          the  restrictions  set  forth  in  Sections  8  and 9  will  result in
          irreparable  injury to the  Corporation  for  which  it  shall have no
          meaningful  remedy in law and the  Corporation  shall be  entitled  to
          injunctive  relief in  order  to  enforce  provisions  hereof.    Upon
          obtaining  such  injunction,  the  Corporation  shall  be  entitled to
          pursue  reimbursement  from  the  Executive  and/or  the   Executive's
          employer of costs incurred in securing a qualified replacement for any
          employee enticed away from the Corporation by the Executive.  Further,
          the  Corporation  shall  be  entitled  to  set  off against  or obtain
          reimbursement from the  Executive of any  payments owed or made to the
          Executive by the Corporation hereunder.

10. TERMINATION.

     a)   GENERALLY.  The Executive's  employment hereunder shall terminate upon
          his Early Retirement, Normal Retirement or death.

     b)   TERMINATION  DUE TO PERMANENT  DISABILITY.  If the  Executive  becomes
          permanently   disabled   because  of  sickness,   physical  or  mental
          disability,  or any other reason, and is unable to perform or complete
          his duties under this Agreement for a period anticipated to extend for
          a period of at least one hundred  eighty  (180)  consecutive  calendar
          days (or such  other  length of time  that is equal to any  applicable
          elimination  period  provided  for in an LTD  insurance  policy),  the
          Corporation  shall  have the option to  terminate  this  Agreement  by
          giving  written   notice  of   termination  to  the  Executive.   Such
          termination  shall be without prejudice to any right the Executive may
          have under the LTD insurance  program  maintained by the  Corporation.
          Such  disability  shall be  certified by the  Corporation's  group LTD
          carrier, in conjunction with the Executive's  supplemental LTD carrier
          if such supplemental  policy is in effect; in the event these carriers
          cannot agree, they shall designate a licensed physician whose decision
          shall be binding for purposes of this Agreement.

     c)   TERMINATION  FOR CAUSE.  The Corporation may terminate the Executive's
          employment  hereunder for cause.  For the purposes of this  Agreement,
          the  Corporation  shall have  "cause"  to  terminate  the  Executive's
          employment  hereunder upon (i) the willful failure by the Executive to
          substantially  perform  his  duties  hereunder,  other  than  any such
          failure  resulting from the Executive's  incapacity due to physical or
          mental  illness,  (ii) the willful  engaging by the Executive in gross
          misconduct materially injurious to the Corporation,  (iii) the willful
          violation  by the  Executive  of the  provisions  of  Sections  4 or 8
          hereof,  after  notice  from  Corporation  and a failure  to cure such
          violation  within 30 days of said notice,  or if said violation cannot
          be cured within 30 days,  within a reasonable  time  thereafter if the
          Executive is  diligently  attempting to cure the  violation,  (iv) the
          gross negligence of the Executive in the performance of his duties, or
          (v) receipt of a final written  directive or order of any governmental
          body or entity having  jurisdiction over the Corporation or any of its
          Subsidiaries  requiring  termination or removal of the Executive.  The
          determination  of  the  existence  of  cause  shall  be  made  in  the
          reasonable judgment of the Board of Directors or its delegee.

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     d)   TERMINATION BY EMPLOYEE UPON GOOD REASON.  The Executive may terminate
          his employment for good reason.  The term "good  reason"  shall  mean
          (i) a  reduction in  the Executive's  Annual  Salary in  violation  of
          Section 5 hereof, or his total cash  compensation  opportunities (e.g.
          annual incentive awards under the Corporation's MICP or equity partic-
          ipation awards) or  benefits (except any  reductions  in  compensation
          which may be  applied broadly among  all executives because of adverse
          financial conditions for the Corporation or as part of a restructuring
          of  the  Corporation's   executive  compensation  program),  (ii)  the
          Corporation's decision not to renew the Agreement (except as otherwise
          provided in Section 2(b)), (iii) the Corporation's failure to remedy a
          material  breach of this  Agreement within  thirty (30) days following
          written notice of the breach from the Executive, (iv) the  Executive's
          position is  eliminated and  he is not offered  a  comparable position
          within thirty  (30) days or (v)  the lessening of  the Executive's job
          responsibilities or an unacceptable relocation  (defined as more  than
          thirty-five (35) miles from the Executive's  prior work site).

     e)   SALE OF SUBSIDIARY.

                  i) If the entity which is the actual employer of the Executive
                  is  a   Subsidiary   of   the   Corporation   (the   "Employer
                  Subsidiary"),  the disposition of equity  securities or assets
                  of the Employer  Subsidiary by the  Corporation  or by another
                  Subsidiary such that the Employer Subsidiary ceases to qualify
                  as a  Subsidiary  for  purposes  of this  Agreement  shall not
                  constitute  a  termination  of  the   Executive's   employment
                  hereunder.

                  ii)  If  the  Executive   remains  employed  by  the  Employer
                  Subsidiary  following  its sale,  the  Executive  shall remain
                  eligible to receive the  payments  and  benefits  specified in
                  Section  11(d) for the periods of time  specified  therein and
                  the provision of such  payments and benefits  shall remain the
                  obligation of the Corporation.

                  iii)  If the  Executive  is  employed  by the  Corporation  or
                  another   Subsidiary   following  the  sale  of  the  Employer
                  Subsidiary, the Executive shall not be eligible to receive the
                  payments   and   benefits    specified   in   Section    11(d)
                  notwithstanding  the  fact  that  the  sale  of  the  Employer
                  Subsidiary  constituted  a Change of  Control  as  defined  in
                  Section 14.  Unless the Executive  and the  Corporation  agree
                  otherwise,  the Executive shall,  however,  remain eligible to
                  receive the payments and benefits  specified in Sections 11(a)
                  and 11(b).

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11.  PAYMENTS UPON TERMINATION.

     a)   If the  Executive's  employment  shall be terminated  because of Early
          Retirement,  Normal  Retirement,  death,  Disability or for cause, the
          Corporation shall pay the Executive or his guardian or estate his full
          Annual Salary through the date of termination at the rate in effect at
          the time of  termination  and any other amounts owing to the Executive
          at the date of termination.  Further, should termination occur because
          of Early  Retirement,  Normal  Retirement,  death, or Disability,  the
          Corporation may elect to pay the Executive, or his guardian or estate,
          at the end of the fiscal  year in which the  termination  occurred,  a
          prorated  award  under  the  MICP,  and also may  elect to  accelerate
          vesting of restricted stock, stock option and performance share awards
          to provide a full or prorated compensation opportunity for the retired
          or disabled Executive or the deceased  Executive's guardian or estate.
          Notwithstanding   the  foregoing,   the  Corporation   shall  have  no
          obligation to provide  payments of benefits  beyond what the Executive
          is  entitled  to  under  the  terms  and  conditions  of  the  various
          compensation  and benefit  plans and  arrangements  maintained  by the
          Corporation.

     b)   If (i) the  Executive's  employment is  terminated by the  Corporation
          other than for the reasons or  circumstances  set forth under Sections
          10(a),  (b) or (c)  hereof  or (ii) if the  Executive  terminates  his
          employment  within  90 days  following  the  occurrence  of any of the
          events  constituting  "good reason" as defined in Section 10(d),  then
          the  Corporation  shall make a lump-sum  cash payment to the Executive
          equal to one and one-half  times his highest  Annual Salary during the
          three-calendar-year  period ending  before the  effective  date of the
          termination. In such event the Corporation shall also maintain in full
          force and effect (and the Executive  shall remain a  participant  in),
          for a minimum  period of eighteen  (18) months,  all employee  benefit
          plans and programs to which the  Executive  was entitled  prior to the
          date  of   termination,   including  but  not  limited  to,   pension,
          profit-sharing,  savings,  supplemental retirement income, medical and
          health-and-accident plans and arrangements, but specifically excluding
          the  ACCRP  and  the  Performance  Unit  Plan  (the  "PUP"),   if  the
          Executive's  continued  participation  is permitted  under the general
          terms  and  conditions  and rules and  regulations  of such  plans and
          programs. In the event that the Executive's continued participation in
          any  such  plan or  program  is  prohibited,  the  Executive  shall be
          entitled  to  receive  an  amount  equal to the  annual  contribution,
          payments,  premiums, credits or allocations made by the Corporation to
          him,  to his  account or on his behalf  under such plans and  programs
          from which his continued  participation is barred,  except that if the

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          Executive's  participation in any health,  medical, life insurance, or
          disability plan or program is barred,  the  Corporation  shall use its
          best  efforts  to  obtain  and pay  for,  on the  Executive's  behalf,
          individual insurance plans,  policies or programs which provide to the
          Executive  health,  medical,  life and disability  insurance  coverage
          which is equivalent  to the insurance  coverage to which the Executive
          was  entitled  prior to the  date of  termination.  In the  event of a
          termination of the  Executive's  employment  described in this Section
          11(b),  the  termination  will  be  deemed  to have  been a  voluntary
          termination  of  employment  with the consent of the  Corporation  for
          purposes of any stock option plan maintained by the Corporation.

     c)   If termination occurs as a result of expiration of the Agreement,  the
          Executive  will not be entitled to receive any  severance  payments or
          continuation  of  benefit  coverages  except  as  provided  under  law
          (COBRA).  The  Executive  will be permitted  to exercise  vested stock
          options and grants as  prescribed  in the  agreements  covering  those
          options and grants.

     d)   If,  within the period  beginning on the date of the Change of Control
          (as  defined  in  Section  14(g))  and  ending  on the  date  that  is
          twenty-four  (24)  months  following  the later of (i) the date of the
          Change of Control or (ii) in the case of a Change of Control described
          in Sections 14(c) or (d), the date on which the transaction  resulting
          in the Change of Control was consummated, (i) the Executive terminates
          his employment within ninety (90) days following the occurrence of any
          of the events constituting "good reason" as described in Section 10(d)
          or (ii) the Executive terminates  employment for any reason during the
          thirty (30)-day period  beginning on the later of (A) the date that is
          twelve  (12)  months  following  the date of the Change of Control (as
          defined  in  Section  14(g)) or (B) in the case of a Change of Control
          described  in  Sections  14(c) or (d),  the date that is  twelve  (12)
          months  following the date on which the  transaction  resulting in the
          Change of Control is consummated,  then the Corporation shall (i) make
          a lump-sum  payment to the Executive  equal to two and one-half  times
          the   sum   of   (A)   his   highest    Annual   Salary   during   the
          three-calendar-year  period ending  before the  effective  date of the
          termination  and (B) an amount equal to the highest  annual MICP award
          earned  during the  three-complete-plan-year  period ending before the
          effective date of the termination; (ii) maintain benefit coverages for
          the  Executive as specified in Section  11(b) (such  coverages  shall,
          however,  include  the PUP and the ACCRP) for a period of  twenty-four
          (24) months;  (iii) release its collateral  assignment under the Split
          Dollar Agreement with Executive without reimbursement of premiums paid
          for that policy;  and (iv) provide to the Executive  outplacement  and
          career  counseling  services  as may be  requested  by the  Executive,
          provided  that the costs of such  services  may not  exceed 15% of the
          Executive's  highest  Annual  Salary  during  the  three-calendar-year
          period ending before the effective date of the termination.   Further,
          notwithstanding the terms of any restricted stock, stock option and/or
          performance share award or grant  made to the Executive, such award or

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<PAGE>

          grant will become fully vested and the Executive will have a six-month
          period from date of termination in which to exercise  available  stock
          options.

     12.  GROSS-UP  PROVISION.  In the event any payments  made to the Executive
upon termination of employment in conjunction with a Change of Control (pursuant
to this Agreement and any other plans,  programs and arrangements  maintained by
the Corporation) would constitute "excess parachute payments" within the meaning
of Code Section 280G,  the  Corporation  will make an additional  payment to the
Executive  in an amount  such that  after the  payment  of all income and excise
taxes, the Executive will be in the same after-tax  position as if no excise tax
had been imposed on any excess parachute payments made by the Corporation to the
Executive pursuant to this Agreement or otherwise.

     13.  DAMAGES  FOR  BREACH  OF  CONTRACT.  In the  event of a breach of this
Agreement by either the Corporation or Executive  resulting in damages to either
party, that party may recover from the party breaching the Agreement any and all
damages that may be sustained.

     14.  DEFINITION  OF CHANGE OF  CONTROL.  For  purposes  of this  Agreement,
"Change  of  Control"  shall  mean the  occurrence  of any one of the  following
events:
          a)   The Corporation  acquires actual knowledge that any Person (other
               than the  Corporation,  any  Subsidiary of the  Corporation,  any
               employee   benefit  plan  of  the   Corporation  or  any  of  its
               Subsidiaries or any entity holding  securities for or pursuant to
               the  terms  of  any  such  plan)  has  acquired  the   Beneficial
               Ownership,   directly  or   indirectly,   of  securities  of  the
               Corporation  entitling  such  Person to a majority  of the voting
               power of the Corporation's Voting Stock.

          b)   A majority of the Board of  Directors  of the  Corporation  shall
               consist of persons other than (i) persons who were members of the
               Board of  Directors  on the date  first  written  above,  or (ii)
               persons (A) whose  nomination  or election  as  directors  of the
               Corporation  was  approved  by at  least  two-thirds  of the then
               members  of  the  Board  of  Directors  (excluding  any  director
               referred  to in clause (B) of this  paragraph)  who  either  were
               directors of the  Corporation  on the date first above written or
               whose  nomination  or election as a director  was so approved and
               (B) who are not  nominees  or  representatives  of (1) any Person
               having   Beneficial   Ownership,   directly  or  indirectly,   of
               securities  of the  Corporation  entitling  such Person to 10% or
               more of the voting power of the Corporation's Voting Stock or (2)
               any "participant," as defined in Rule 14a-11 under the Securities
               Exchange Act  of 1934  or any  successor  rule, in  any actual or
               threatened   solicitation   (other  than a  solicitation  by  the
               Corporation)  subject  to  Rule  14a-11  or  any  successor  rule
               relating to  the  election  or  removal of  any directors  of the
               Corporation;

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<PAGE>

          c)   The Corporation and/or any Subsidiary of the Corporation shall be
               a party to any merger,  consolidation,  division, share exchange,
               transfer of assets or any other  transaction or series of related
               transactions outside the ordinary course of business (a "Business
               Combination")  as a  result  of  which  the  shareholders  of the
               Corporation   immediately  prior  to  such  Business  Combination
               (excluding any party, other than the Corporation or a Subsidiary,
               to the Business  Combination or any Affiliate or Associate of any
               such party) shall not hold immediately following such transaction
               a majority of the voting power of the Voting Stock of a Person or
               Persons immediately  thereafter  holding,  directly or indirectly
               through   Subsidiaries,   assets  of  the   Corporation  and  its
               consolidated  subsidiaries  immediately  prior  to  the  Business
               Combination  constituting  at least  sixty-five  percent (65%) of
               Total Assets; or

          d)   If the  entity  which is the  actual  employer  of the  Executive
               hereunder (the "Employer Company") is other than the Corporation,
               either (i) the Employer Company shall cease to be a Subsidiary of
               the   Corporation  or  (ii)  the  Employer   Company  and/or  any
               Subsidiary  of the  Employer  Company  shall  be a  party  to any
               Business  Combination as a result of which the Corporation  shall
               not hold immediately following such transaction a majority of the
               voting  power  of  the  Voting  Stock  of  a  Person  or  Persons
               immediately  thereafter  holding,  directly or indirectly through
               Subsidiaries, assets of the Employer Company and its consolidated
               subsidiaries   immediately  prior  to  the  Business  Combination
               constituting at least seventy-five  percent (75%) of the Employer
               Company's Total Assets.

          e)   In the case of a Change  of  Control  defined  in  Section  14(c)
               hereof,  following  such  Change of  Control  the term  "Employer
               Company" as used  herein  shall mean the Person  which  following
               such Change of Control  holds the largest  percentage of Employer
               Company's  Total Assets,  including for this purpose Total Assets
               which are held by such Person directly or indirectly  through one
               or more  Subsidiaries.  Employer Company shall not enter into any
               transaction involving such a Change of Control unless at or prior
               to the  consummation  thereof such Person assumes the obligations
               of Employer Company hereunder.

          f)   For   purposes  of  this  Section  14,   "Person,"   "Affiliate,"
               "Associate,"  "Voting  Stock" and "Total  Assets"  shall have the
               definitions  contained in, and  "Beneficial  Ownership"  shall be
               determined  as provided  in,  Article 10 of  Keystone's  Restated
               Articles of Incorporation, as in effect on the date first written
               above.

          g)   For  purposes of Sections  14(a) and (b), the date of the "Change
               of  Control"  is the date on which the Change of Control  occurs.


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<PAGE>

               For  purposes of Sections  14(c) and (d), the date of the "Change
               of Control" is the date on which the  transaction  resulting in a
               Change of Control is first  evidenced  in writing and executed by
               an  authorized  officer  of  the  Corporation  and/or  Subsidiary
               including,  without  limitation,  any letter of  intent,  sale or
               purchase agreement and/or agreement of merger, or, in the case of
               a series of  Business  Combination  transactions  resulting  in a
               Change of Control,  the date the earliest of such transactions is
               first evidenced in writing and executed by an authorized  officer
               of the Corporation and/or Subsidiary.

     15.  NOTICE.  For the  purposes  of this  Agreement,  notices and all other
communications  shall be in writing  and shall be deemed to have been duly given
when  delivered  or mailed by  United  States  certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

              If to the Executive:        Mark L. Pulaski
                                          13 Fieldstone Drive,
                                          Mechanicsburg, PA  17055

              If to the Corporation:      Keystone Financial, Inc.
                                          One Keystone Plaza
                                          Harrisburg, PA  17101
                                          Attn:  Chairman of the Board

or to  such other address  as either  party may  have furnished to  the other in
writing  in accordance  herewith, except that notices of change of address shall
be effective only upon actual receipt.

     16. BINDING  EFFECT.  This  Agreement  shall inure to the benefit of and be
binding upon the Executive and his heirs and personal  representatives,  and the
Corporation and any successor to the Corporation.

     17.  ENFORCEMENT  OF  SEPARATE  PROVISIONS.  Should any  provision  of this
Agreement be ruled  unenforceable  for any reason,  the remaining  provisions of
this  Agreement  shall be unaffected  thereby and shall remain in full force and
effect.

     18.  AMENDMENT.  This  Agreement  may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other person.

     19. ARBITRATION.  In the event that any disagreement or dispute shall arise
between the parties concerning this Agreement, the issue(s) will be submitted to
binding  arbitration in the City of Harrisburg,  PA pursuant to the rules of the
American Arbitration  Association.  Any award entered shall be final and binding
upon the parties  hereto and judgment upon the award may be entered in any court
having  jurisdiction  thereof.  Attorneys' fees and  administrative  court costs
associated with such actions shall be paid by the Corporation.

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<PAGE>

     20.  PAYMENT OF MONEY DUE DECEASED  EXECUTIVE.  If the Executive dies prior
the expiration of his term of employment  hereunder,  any moneys that may be due
him from the  Corporation  under this Agreement as of the date of death shall be
paid to the executor,  administrator,  or other personal  representative  of the
Executive's estate.

     21. LAW  GOVERNING.  This  Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

     22.  CAPTIONS;  PRONOUNS.  All captions are for convenience only and do not
form a  substantive  part of this  Agreement.  All pronouns  and any  variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural, as the identity of the person or persons may require.

     23. ENTIRE  AGREEMENT.  This Agreement  supersedes any and all  agreements,
either oral or in writing, between the parties with respect to the employment by
the Executive by the Corporation,  and this Agreement contains all the covenants
and agreements between the parties with respect to such employment.


                                                KEYSTONE FINANCIAL, INC.
ATTEST:


______________________________              By:____________________________
        Secretary                                   Carl L. Campbell
                                                 Chief Executive Officer




WITNESS:                                             EXECUTIVE


-------------------------------             --------------------------------
                                                    Mark L. Pulaski


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