Exhibit 10.18


EXECUTIVE EMPLOYMENT 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 JAMES M. DEITCH
(the "Executive"), residing at 3405 Pebble Ridge Road, York, PA l7405,

         WHEREAS,  said Executive Employment Agreement shall become effective on
January l, l997; and

         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 herein; and

         WHEREAS,  the Executive  desires to serve the  Corporation  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, 1997 and the  January 1
              of each successive year.

         (b)  "Annual  Salary"  shall be the 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 paragraph 14 of this
              Agreement.

         (e)  "Disability" shall be as defined in paragraph 10(b) of this
              Agreement.

         (f)  "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.

                                       1
<PAGE>

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

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

         (i)   "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.

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

         (k)   "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. This Agreement shall be initially effective
for a three-year  period  beginning  January l, l997. The term of this Agreement
will automatically renew on January 1, 1998 and 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 January l, 1997 through December 31,
1999.  On January 1, 1998,  the term of this  Agreement  extends to December 31,
2000,  unless one of the parties  provides  written  notice of his intent not to
renew the Agreement prior to October 1, l997.

     3.   POSITION  AND  DUTIES.   The  Executive   shall  serve   initially  as
President/Chief  Executive Officer of Keystone  National Bank,  reporting to the
Senior  Executive Vice President and Chief Banking  Officer of the  Corporation,
and shall have supervision and control over, and responsibility for, the general
management  and operation of Keystone  National  Bank, and shall have such other
powers and duties as may from time to time be prescribed by the Senior Executive
Vice President and Chief Banking Officer of the Corporation,  provided that such
duties are consistent with the position of a Senior Executive.

     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 paragraph 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  for
               the period  through  December  31, 1997,  an Annual  Salary at an
               initial rate of $175,000 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; 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.

                                       2
<PAGE>

          (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.

     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  Corporate
               employment  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  "highly compensated  employees" as defined by
                    Section  414(q)  of the  Internal  Revenue  Code,  and shall
                    become  vested  in such  plans  according  to the  schedules
                    provided in the plan  documents.  Benefits to be received by
                    the  Executive  upon  retirement  will be  calculated  under
                    formulas  utilized  in such  plans as in effect (A) upon the
                    effective date of this Agreement, and (B) at the time of the
                    Executive's  retirement,  and  actual  payments  will be the
                    greater (higher) of two benefit amounts calculated under the
                    formulas.

               (ii) Life  Insurance:   Subject  to  satisfaction  of  conditions
                    imposed by the applicable  insurance  company for additional
                    coverage, the Corporation shall continue to maintain for the
                    Executive  during the term of this  Agreement  the insurance
                    coverage  established for the Executive effective January l,
                    l994  (and  as  amended   January  1,  1997)  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 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.

                                       3
<PAGE>

     (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
          of the Corporation 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 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.

     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
Executive in connection with any threatened,  pending or completed action,  suit
or proceeding with respect to which Executive may be entitled to indemnification
hereunder. Executive's right to indemnification provided herein is not exclusive
of any other rights of  indemnification to which Executive may be entitled under
any bylaw, agreement, vote of shareholders or otherwise, and shall continue

                                       4
<PAGE>

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  of  the
Corporation  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, other
than a person (including an employee of the Corporation or a Subsidiary) 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  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  occurs within  twenty-four
          (24)  months  following  a Change of Control as  defined  herein.  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.

                                       5
<PAGE>

     (b)  RETURN  OF  MATERIALS.   Upon   termination  of  employment  with  the
          Corporation,   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
          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.  The Executive acknowledges and agrees 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
          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.

                                       6
<PAGE>

     (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, or (ii) the willful engaging by the Executive in gross
          misconduct  materially  injurious  to the  Corporation,  or (iii)  the
          willful  violation by the Executive of the  provisions of paragraphs 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,  or (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.

     (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,  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), (ii) the Corporation's
          decision not to renew the Agreement,  (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, or (iv) any
          of the  circumstances  described in paragraph 11(d) following a Change
          of Control.

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 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 the Executive's  employment is terminated by the Corporation  other
          than for the reasons or circumstances set forth under paragraph 10(a),
          (b) or (c) hereof, or if the Executive terminates employment within 90
          days following the Corporation's  decision not to renew his employment
          agreement or if the Executive terminates his employment for any of the
          "Good Reasons" defined in paragraph 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  years
          preceding the  termination.  In such event the Corporation  shall also
          maintain  in full force and effect,  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,  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

                                       7
<PAGE>

          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.

     (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  twenty-four  (24) months  following a Change of Control as
          defined herein,  the Executive's  position is eliminated and he is not
          offered  a  comparable  position  within  thirty  (30)  days,  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  there is a
          reduction in the Executive's compensation,  compensation opportunities
          or  benefits  as  described  in  Paragraph  10(d)(i)  hereof,  or  the
          Executive terminates  employment for any reason during the thirty (30)
          day period  following the first  anniversary of the Change of Control,
          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 and (B) an amount equal to the highest annual MICP award
          earned during the three year period  preceding the  termination;  (ii)
          maintain benefit coverages for the Executive as specified in paragraph
          11(b) above 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 Direct
          Salary  during the three years  preceding  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
          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 ON CHANGE OF CONTROL PAYMENTS.  Should the total of
payments made to the Executive  upon  termination  following a Change of Control
exceed  the amount  allowed  under  Internal  Revenue  Code  Section  4999,  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.

                                       8
<PAGE>

     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)  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 of Keystone 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 of the  Corporation  (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  (the  "Exchange  Act")  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;

     (b)  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

     (c)  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
          Company's Total Assets.

     (d)  In the case of a Change  of  Control  defined  in  paragraph  14(b) or
          paragraph 14(c)(ii) 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.

     (e)  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.

                                       9
<PAGE>

     (f)  For  purposes of this  Section 14, the date of the "Change of Control"
          is the date on which the "Change of Control" occurs 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 consummated.

     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:                    James M. Deitch
                                                   3405 Pebble Ridge Road
                                                   York, PA  17405

           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 cancelled 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.

     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.

                                       10
<PAGE>

     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                             President and CEO


WITNESS:                                    EXECUTIVE

--------------------------             -------------------------------
                                            James M. Deitch

                                       11
<PAGE>