Exhibit 10.19

                              MANAGEMENT COMMITTEE

                           CHANGE OF CONTROL AGREEMENT


         THIS AGREEMENT is made on the ____ day of ______________,  1997 between
KEYSTONE FINANCIAL,  INC. (the "Corporation"),  a Pennsylvania  corporation with
its   principal   office   at  One   Keystone   Plaza,   Harrisburg,   PA,   and
____________________            (the           "Executive"),            residing
at________________________________.

         WHEREAS,   the  Executive  has  substantial   knowledge,   ability  and
experience which are beneficial to the successful  operation of the Corporation;
and

         WHEREAS,  the  Corporation  desires to secure for itself the benefit of
the  Executive's  knowledge,  ability  and  experience  and  be  assured  of the
Executive's  continued active  participation  in the business  operations of the
Corporation; and

         WHEREAS,  the  Executive  has  acquired  and uses and will  continue to
acquire and use extensive  knowledge  and  information  about the  Corporation's
operations, much of which is confidential and proprietary in nature; and

         WHEREAS,  the  Corporation  wishes  to  protect  its  confidential  and
proprietary information as well as its general business interests; and

         WHEREAS,  the  Corporation  has adopted the  Keystone  Financial,  Inc.
Severance Plan Following  Change of Control,  effective as of September 30, 1994
(the "Severance Plan"),  which provides severance benefits to eligible employees
who lose their jobs under certain circumstances set forth in the Severance Plan;
and

         WHEREAS,  the  Executive  and the  Corporation  wish to enter into this
Agreement in order to protect the confidential and proprietary  interests of the
Corporation  and to induce the  Executive  to remain  actively  involved  in the
business  operations of the  Corporation  by providing  the  Executive  with the
opportunity  to receive  benefits in excess (and in lieu) of the  benefits  that
would be available to the Executive under the Severance Plan in the event of his
termination  of employment in  conjunction  with a Change of Control (as defined
herein).

         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)  "Annual  Salary"  shall be the stated  annual  base cash  compensation
          payable to the  Executive  by the  Corporation  without  regard to any
          elective   deferral  or  salary  reduction  plan  or  program  of  the
          Corporation.  

     (b)  "Board  of  Directors"  shall  mean  the  Board  of  Directors  of the
          Corporation, as constituted from time to time.

     (c)  "Cause"  shall  be  (I)  the  willful  failure  by  the  Executive  to
          substantially perform his duties 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  or a Subsidiary,  (iii) the
          willful  violation  by the  Executive of the  provisions  of Section 3
          hereof,  (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 office of the Chief
          Executive Officer (or its successor) .

     (d)  "Change of Control" shall be as defined in Section 8 of this
          Agreement.
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     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (f)  "Good Reason"  shall mean (I) within the period  beginning on the date
          of the Change of Control  (as  defined in Section  8(g)) and ending on
          the date that is  twenty-four  (24) months  following the later of (A)
          the date of the  Change of  Control  or (B) in the case of a Change of
          Control  described  in  Sections  8(c) or (d),  the date on which  the
          transaction resulting in the Change of Control was consummated,  there
          is a  reduction  in the  Executive's  Annual  Salary or his total cash
          compensation  opportunities  (e.g.  annual  incentive awards under the
          MICP, equity participation  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),  or the  Executive's  position is  eliminated  and he is not
          offered a comparable  position  within thirty (30) days  following the
          effective date of the  elimination  of the position,  or the Executive
          terminates employment due to a lessening of job responsibilities or an
          unacceptable  relocation  (defined  as more  than 35  miles  from  the
          Executive's  prior  work  site),  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  8(g)) or (B) in
          the case of a Change of Control described in Sections 8(c) or (d), the
          date  that is  twelve  (12)  months  following  the date on which  the
          transaction resulting in the Change of Control was consummated.

     (g)  "Management   Committee"  means  the  individuals  designated  by  the
          executive management of the Corporation from time to time. The members
          of the Management Committee are listed in Exhibit A hereto.

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

     (I)  "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. DURATION OF AGREEMENT.  This Agreement shall remain in effect only while
the  Executive is a member of the  Management  Committee  (or such other covered
position as designated by executive management of the Corporation, in which case
the Corporation shall have an affirmative  obligation to inform the Executive in
writing that this Agreement shall remain in effect notwithstanding the change in
the Executive's position; the absence of notice expressly provides notice to the
Executive that the Agreement is no longer in effect);  provided however, that if
the Executive ceases to be a member of the Management Committee as a result of a
Change of Control,  Sections 3 and 4 of the Agreement  shall no longer remain in
effect but the  Corporation  and the Executive  shall  otherwise be obligated to
abide by the terms of this Agreement.

     3.  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.

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<PAGE>

     4. RESTRICTIVE COVENANTS. Except as otherwise provided below and in Section
2, upon  termination of his employment  with the  Corporation (or a Subsidiary),
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  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 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  is in  conjunction  with a
          Change of Control as  described  in Section  5(c),  in which case this
          restrictive  covenant  shall not be imposed  upon the  Executive.  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 therefore 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 Corpora-
          for any reason, including termination in conjunction with a Change of
          Control as described in Section 5(c), the Executive shall immediately
          deliver to  the  Corporation  all corrrespondence,  manuals,  letters,
          notes, notebooks, reports and any  other  documents and tangible items
          containing or constituting confidential information about the Corpora-
          tion 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
          management  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 5(c).

     (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,  including a termination of employment in  conjunction  with a
          Change of Control as described in Section 5(c).

     (e)  REMEDY.  The Executive  acknowledges and agrees that any breach of the
          restrictions  set forth in Sections 3 and 4 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.

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<PAGE>

     5. PAYMENTS UPON TERMINATION OF EMPLOYMENT.

     (a)  The Executive  shall be entitled to the benefits  described in Section
          5(c) only in the event that his  employment  with the  Corporation  is
          terminated  in  conjunction  with a Change of Control as  described in
          Section 5(c).

     (b)  If the  Executive's  employment is terminated by the  Corporation  for
          Cause or if the Executive  terminates  his  employment  other than for
          Good Reason,  the Executive  shall not be entitled to the benefits set
          forth in Section 5(c) but the restrictions set forth in Sections 3 and
          4 hereof shall continue in full force and effect.

     (c)  If the Executive's  employment is terminated by the Corporation  other
          than for Cause  within the period  beginning on the date of the Change
          of Control (as defined in Section 8(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 8(c) or (d), the date on which the  transaction  resulting
          in  the  Change  of  Control  was  consummated,  or if  the  Executive
          terminates his employment for Good Reason,  then the Corporation shall
          make a  lump-sum  cash  payment  to the  Executive  equal  to one  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.  The lump sum payment shall be made
          no later than thirty (30) days  following  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  following  the
          termination,  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   and   the   Corporation's   Automobile   Capital   Cost
          Reimbursement  Plan, 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  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
          Executive's behalf,  individual insurance plans,  policies or programs
          which  provide  to  Executive  health,  medical,  life and  disability
          insurance  coverage  which is equivalent to the insurance  coverage to
          which Executive was entitled prior to the date of termination.

     6. GROSS-UP PROVISION. In the event any payments made to the Executive upon
termination 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.

     7.  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.

     8. 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.

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<PAGE>

     (b)  A majority of the Board of Directors  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;

     (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  8(c),  hereof,
          following such Change of Control the term "Corporation" as used herein
          shall mean the Person which following such Change of Control holds the
          largest percentage of Corporation's  Total Assets,  including for this
          purpose  Total  Assets  which  are  held by such  Person  directly  or
          indirectly through one or more Subsidiaries. The Corporation 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 the Corporation hereunder.

     (f)  For purposes of this Section 8,  "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 the Corporation's Restated Articles of Incorporation, as
          in effect on the date first written above.

     (g)  For  purposes  of  Sections  8(a) and (b),  the date of the "Change of
          Control"  is the date on which  the  Change  of  Control  occurs.  For
          purposes of Sections 8(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.

     9.  COORDINATION  WITH SEVERANCE PLAN. It is the intent of the parties that
the  benefits  provided  to the  Executive  hereunder  shall  be in  lieu of the
benefits that would be available to the Executive  under the Severance  Plan. If
the Executive  would be eligible to receive  benefits under the Severance  Plan,
however,  he shall  elect in  writing  within  ten (10)  days of his last day of
employment  whether to receive the benefits  under the  Severance  Plan or those
provided under this Agreement.  The Executive's decision in this regard shall be
irrevocable.  If the  Executive  fails to make an  election,  the  terms of this
Agreement  shall be controlling  and the Executive  shall not be entitled to any
benefits under the Severance Plan.

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     10.  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:

         If to the Corporation:           Keystone Financial, Inc.
                                          One Keystone Plaza
                                          Harrisburg, PA  17101
                                          Attn:  Chief Executive Officer

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.

     11. 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.

     12.  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.

     13. AMENDMENT.  Except as otherwise provided herein,  this Agreement may be
amended or canceled only by mutual  agreement of the parties in writing  without
the  consent  of any  other  person.  In the  event  the  Corporation  wishes to
terminate  this  Agreement  or reduce the benefits  available  to the  Executive
hereunder, the Corporation may unilaterally effectuate any such action, provided
that the  Corporation  provides the Executive with written notice of such action
at least two (2) years in advance of the effective date of any such  termination
or reduction in benefits.  This two-year  notice  requirement  may be reduced or
waived by the  Executive.  This Agreement may be amended to enhance the benefits
available  to the  Executive  hereunder  at any  time,  provided  the  Executive
consents in writing to any such amendment.

     14. 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.

     15.  EMPLOYMENT.  Nothing contained herein shall be construed as conferring
upon the Executive the right to continue in the employ of the Corporation.

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

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


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     18.  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.

                                          KEYSTONE FINANCIAL, INC.
ATTEST:


__________________________          By:______________________________
Secretary

WITNESS:                                    EXECUTIVE


--------------------------          ---------------------------------


<PAGE>

EXHIBIT A
                                               August 1997

Members of KFI  Management  Committee  (those  noted are members who do not have
employment agreements) for purposes of a Change of Control (COC) Agreement:

The following positions are those positions  designated by Executive  Management
to be offered a COC Agreement:

      NOTE:            Positions set forth in this list are subject to change
                       at any time in the sole discretion of the Office of
                       the CEO.

                  Corporate Controller
                  Deputy General Counsel
                  Director of Audit and Risk Assessment
                  Director of Human Resources
                  Director of Information Services
                  Director of Investments & ALCO Support
                  Director of KeyCall Center
                  Director of Marketing Services
                  Director of Operation Services
                  President & CEO of Dealer Center Division


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