Exhibit 10.4

                         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 Carl L.
Campbell (the  "Executive"),  residing at 4717 Pine Ridge Road,  Harrisburg,  PA
17110.

WHEREAS,  the Corporation desires to employ the Executive as the Chief Executive
Officer  of the  Corporation  under the terms and  conditions  set forth in this
Agreement; and

WHEREAS,  the Executive  desires to serve the Corporation as the Chief Executive
Officer 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.

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         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 gov-
               erned by a contract or agreement.

         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
                    fifty-three-month period beginning August 1, 1998 and ending
                    on December  31, 2002.  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  five-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 five-year period
                    then in effect. For example,  the initial contract period is
                    August 1, 1998  through  December  31,  2002.  On January 1,
                    1999,  the term of this  Agreement  extends to December  31,
                    2003. On January 1, 2000, the term of this Agreement extends
                    to December  31,  2004 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 as Chief  Executive
          Officer reporting to the Board of Directors 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  Board  of
          Directors,  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 Board of
          Directors.

    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  $400,000  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 Execu-
              tive'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.

    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

                                       3
              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
                  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

                                       4

                 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.
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        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 the Executive
        in connection with any  threatened, pending or completed action, suit or
        proceeding with respect to which the Executive may be entitled to indem-
        nification 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 commer-
        cially 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  ndemnification provided under this Agree-
        ment.

    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, custo-
        mers, 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 confi-
        dential 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 termi-
        nation 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

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              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 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
              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
              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,  including a termination  of employment in conjunction
              with a Change of Control as described in Section 11(d).
                                       7
         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  anti-
               cipated  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 Execu-
               tive'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 injur-
               ious  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
                                       8
               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.

         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  Corpora-
               tion's MICP or 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  (except as otherwise provided in Sec-
               tion 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 relo-
               cation  (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).
                                       9

    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  termi-
               nation  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  guar-
               dian 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 Corpora-
               tion  other than for the reasons or circumstances set forth under
               Sections 10(a), (b) or (c) hereof or (ii) if the Executive termi-
               nates 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 two 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  twenty-
               four  (24) months,  all employee  benefit plans and  programs  to
               which the Executive was entitled prior to the date  of   termina-
               tion, 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 Execu-
               tive'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 parti-
               cipation is barred, except that if the Executive's  participation
                                       10
               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 Agree-
               ment 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 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.

                                       11

    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 securi-
               ties  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;

                                       12

         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 consol-
               idated 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 Subsi-
               diary 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.
               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.

                                       13

    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:          Carl L. Campbell
                                           4717 Pine Ridge Road
                                           Harrisburg, PA 17110

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

        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 Agree-
        ment 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.

                                       14

    20. PAYMENT OF MONEY DUE DECEASED EXECUTIVE.  If the Executive dies prior to
        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 vari-
        ations  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.


                  ATTEST:                      KEYSTONE FINANCIAL, INC.


_________________________________           By:_______________________________
           Secretary                                  Uzal H. Martz, Jr.


                  WITNESS:                              EXECUTIVE


----------------------------------             ---------------------------------
                                                    Carl L. Campbell


                                       15
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