KEYSTONE FINANCIAL, INC. / (Bank)

                        EXECUTIVE SPLIT DOLLAR AGREEMENT

THIS AGREEMENT is made and entered into effective this 1st day of January, 1998,
by  and  between  KEYSTONE  FINANCIAL,   INC.  ("Sponsor)  through  one  of  its
affililated companies  _________________________ , ("Employer"),  a Pennsylvania
corporation, and _______________  ("Executive") an employee of the Employer, and
represents  the  final  understanding  of the  parties  regarding  the  benefits
provided hereunder.

W I T N E S S E T H

WHEREAS,  the Executive is insured under Policy  Number  _________________  (the
"Policy") issued by Metropolitan Life Insurance Company ("Metropolitan"); and

WHEREAS,  the owner of the Policy (the  "Owner")  shall be the  Executive or the
person or other  entity to whom the  Executive  assigns  the Policy  pursuant to
Section 4; and

WHEREAS, Sponsor  and Employer highly values Executive's efforts, abilities, and
accomplishments; and

WHEREAS, Executive is deemed a member of a select group of management and/or one
of the highly compensated employees of the Employer; and

WHEREAS,  Employer wishes to provide  Executive with permanent life insurance as
an  additional  employment  benefit  and is willing to assist in the  payment of
premiums under the Policy as provided in this Agreement; and

WHEREAS, the Executive has agreed to assign an interest in the Policy to Sponsor
as  collateral  security  for such  premium  payments,  at the time of the first
premium  payment,   on  a  form  of  agreement  approved  by  Metropolitan  (the
"Collateral Assignment Agreement"); and

WHEREAS, in order to be eligible for such benefit, Executive agrees to the terms
hereinafter provided;


NOW,  THEREFORE,  Employer and Executive  ("Parties"),  in  consideration of the
mutual covenants and agreements described below, hereby agree as follows:


<PAGE>



SECTION 1

Payment of Premiums

 1.1 The Employer shall pay the premiums on the Policy,  less the amount paid by
the Executive  pursuant to Section 1.4, until the termination of this Agreement,
pursuant to Section 5. The  Employer  may  increase or  decrease  the  scheduled
premium for any year after the first year. Each premium for the Policy following
execution of this  Agreement  will be remitted by the  Employer to  Metropolitan
within thirty-one (31) days following the anniversary date of the Policy.

 1.2 The  premium  payment  periods  may also be changed by the  Employer to the
extent  necessary to maintain  compliance  of the Policy with  Sections 7702 and
7702A of the Internal Revenue Code and the regulations thereunder.

 1.3 No payment of interest by  the Executive will be due on the premium amounts
paid by the Employer.

 1.4 The  Executive  shall pay that  portion of the  premium in amount  that for
federal  income tax purposes is equal to the value of the "economic  benefit" of
the life insurance  protection enjoyed by the Executive each year. The "economic
benefit" is to be determined by reference to IRS Rev.  Ruls.  64-328 and 66-110,
or any  rulings  which  may  substitute,  supercede,  replace,  or  amend  them,
governing the federal income tax consequences of split dollar arrangements.  The
Executive has been rated by Metropolitan  Life Insurance  Company less favorably
than "standard  non-smoker".  Since the Employer is  contributing to the premium
based on a standard  non-smoker  classification,  if the rating  continues,  the
policy at program  maturity date will likely not have  sufficient  cash value to
realize  the  objective  described  in Section  1.7B  below.  Therefore,  if the
Executive  wishes  to  attain  this  objective,  Executive  may,  in  his or her
discretion, make additional premium payments in amounts as may be indicated from
time to time by Metropolitan  Life Insurance  Company as necessary to create the
augmented value in the policy to realize such objective.

 1.5 The Employer shall continue to pay its portion of the premium if the Execu-
tive is disabled while actively employed.

 1.6 "Disability", for the purpose  of this Agreement means, that  the Executive
has  met  the  requirements  for  disability  under  the  Employer's  Long  Term
Disability  Plan,  is not  eligible  for full  retirement,  and is  incapable of
fulfilling job duties due to mental or physical disability.


<PAGE>



 1.7  "Premium",  for the  purpose  of this  Agreement,  means  the sum  paid to
Metropolitan   Life  Insurance  Company  as  consideration  for  the  individual
Universal Life Policy specifically referred to in this Agreement.  Premiums paid
are  scheduled  to be in an  amount  so as to  accumulate  policy  values at the
program  maturity date as if the Executive were to receive a standard  nonsmoker
classification sufficient to:

     A. Provide total death benefits equal to at least two times the Executive's
annual base salary plus the accumulated premiums paid by the Employer during the
Executive's active employment and equal to at least one (1) times the
Executive's final annual base salary plus accumulated premiums paid by the
Employer after the Executive's active  employment and prior to termination of
this Agreement;

     B. Keep the policy in force after the program maturity date with a death
benefit equal to one (1) times the Executive's final annual base salary until
the Executive attains the age of ninety-five (95); and

     C. Prior to the program maturity date, withdraw an amount to be paid to the
Employer equal to the accumulated premiums paid by the Employer.

        The sufficiency of  the amount needed to meet the provisions above shall
be  determined  as of the  program  maturity  date  and  shall  be  based on the
insurer's  current interest  crediting and mortality rates as of that same date.
The Employer shall not be  responsible  for events  occurring  subsequent to the
program  maturity date which may result in an  insufficient  level of funding to
meet the provisions above.

SECTION 2

Policy Beneficiary Designation

 2.1 The right to  designate  and  change the  beneficiary  of the Policy and to
elect an optional  mode of settlement is reserved to the person who would be the
Owner of the Policy in the absence of the Collateral Assignment Agreement.  Such
Owner  of  the  Policy  shall  have  the  right  to  designate  and  change  the
beneficiaries  and  contingent  beneficiaries  and to elect an optional  mode of
settlement  subject  to the  interest  of the  Employer  as  Assignee  under the
Collateral Assignment Agreement, and the Employer will make the Policy available
to the Owner, if required, for endorsement of a change of beneficiary.


<PAGE>



SECTION 3

Payment of Policy Proceeds in Event of Death of Employee

 3.1 If the Executive  dies (other than by suicide within two (2) years from the
Policy  issue  date)  while the  Policy  and this  Agreement  are in force,  the
proceeds of the Policy shall be payable as follows:

     A.  Part shall be payable to the Employer; this part shall be equal to the
proceeds of the Policy not payable to the beneficiary pursuant to paragraph B or
paragraph C of this section.

     B.  The designated  beneficiary of the Executive shall be  paid  an  amount
equal to two (2) times the Executive's annual base salary if  the Executive dies
while  actively  employed  by  Employer,  subject,  however,  to satisfying  any
applicable  underwriting  restrictions  or  guidelines  existing at  the time of
adjustment.

     C. The designated  beneficiary  of  the  Executive  shall be paid an amount
equal to one (1) times annual base salary, subject, however,  to  satisfying any
applicable underwriting restrictions or guidelines at the time of  adjustment if
the Executive dies after terminating active  employment  with  Employer  due  to
Disability  or  Normal  Retirement,  provided  that the  termination  of  active
employment occurs prior to the termination of this Agreement.

        (1) The benefit paid if the Executive dies after  terminating  active
        employment with Employer due to Disability is based on the  Executive's
        annual base salary at the time the Disability occurred.

 3.2 Insurance proceeds will not be paid if the Executive commits suicide, while
sane or insane,  within two (2) years from the date of the policy.  Instead,  an
amount  equal to all premiums  paid,  without  interest,  will be paid under the
terms of this Agreement.

 3.3 "Normal Retirement", for the purpose of this Agreement, means attaining the
age of sixty-five (65).

 3.4  "Annual  Base  Salary",  for the  purpose  of this  Agreement,  means  the
Executive's regular salary, without bonus, as of the date Executive was actively
at work.


<PAGE>



SECTION 4

Exercise of Rights

 4.1 The  Employer,  during  the  lifetime  of the  Executive  and  prior to the
termination of this Agreement, may exercise any of its rights as Assignee of the
Policy only upon thirty (30) days written notice to the  Executive.  Such notice
shall be given to the  Executive  either in person or by mailing as provided for
in Section 8.1 of this Agreement.

 4.2 Subject to the Employer's rights as Assignee,  the Owner retains all rights
as Owner of the Policy.  Notwithstanding the  aforementioned,  neither the Owner
nor the  Employer  shall  withdraw,  surrender,  borrow  against,  or  pledge as
security for a loan any portion of the Policy while this Agreement is in effect.

SECTION 5

Termination of Agreement

 5.1 This Agreement shall terminate if any of the following takes place:

     A.  Termination of the Executive's employment with the Employer prior to
the Executive's becoming eligible for disability benefits under a Disability
plan of the Employer or for a Normal Retirement benefit under any qualified
pension plan maintained by the Employer; or

     B.   Demotion of the Executive to a position which is not part of the group
of Employees eligible to participate in the Employer's Split Dollar Insurance
Program as determined by the Employer; or

     C.   The bankruptcy of the Employer; or

     D.   The failure of the Employer or the Executive to pay their respective
share of the premium under Section 1 of this Agreement; or

     E.   Payment to the Employer of the aggregate amount of the premiums paid
either directly by the Executive or by a withdrawal from the Policy.

     F.   Termination of this Agreement pursuant to Section 12.3; or

     G.   The death of the Executive; or

     H.   Program Maturity Date.  This occurs the year in which sufficient funds
will have accumulated in the Policy to sustain the projected death benefit
amount as if the Executive were to have received a standard nonsmoker classifi-
cation, or when the Executive attains the age of sixty-five (65), whichever
occurs later.


 5.2 In the event of termination of this Agreement,  the lesser of the aggregate
of the premiums paid by the Employer pursuant to this Agreement, or the net cash
value in the Policy,  shall  become due and payable to the  Employer,  except as
provided  for herein.  Upon  payment of such  amount  from the Policy,  from the
Executive,  or from whatever other source,  the Employer shall execute a release
of the Collateral  Assignment  Agreement and deliver such release and the Policy
to the Owner.

 5.3 In the event of a Change of Control,  as defined in the  written  severance
policy in effect at that time, such severance policy shall thereafter  remain in
force for  purposes of this  Agreement.  In the event of a Change of Control and
the Executive is entitled to benefits for  termination of employment  under such
severance  policy,  then,  in  addition,  he shall have no  obligation  to repay
premiums to the Employer as stated in Section 5.2.

 SECTION 6

Taxation

 6.1 All income taxes  attributable  to the Executive  which are relevant to the
Policy or this Agreement,  whether federal,  state or local, which may be due or
may become due, are the sole responsibility of the Executive, or the Executive's
beneficiary,  while this  Agreement is in force and after it has  terminated for
any reason.

SECTION 7

Insurer Not a Party

 7.1  Metropolitan  shall not be deemed to be a party to this  Agreement for any
purpose  nor  shall  it be  deemed  in any way  responsible  for  its  validity.
Metropolitan  shall  not be  obligated  to  inquire  as to the  distribution  or
application of any monies  payable or paid by it under the Policy,  and Payments
or other performance of its contract obligations in accordance with the terms of
the Policy shall fully discharge  Metropolitan  from any and all liability under
the Policy.


<PAGE>



SECTION 8

Notices

 8.1 Any notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed properly given if sent by registered or certified
mail, addressed as follows:

         (1)      Notices to Executive:

         (2)      Notices to Employer:      _____________________________ (Bank)
                                                     c/o G. E. Aumiller
                                                     Keystone Financial, Inc.
                                                     P.O. Box 3660
                                                     Harrisburg, PA  17105-3660


         Either  party  may,  from time to time,  change  the  address  to which
notices shall be mailed by giving notice of such address in the manner  provided
herein.

SECTION 9

Other Benefits

 9.1  Participation in this Program is designed to supersede and render void the
group term life  insurance  currently  provided to the  Executive.  In all other
respects,  the benefits  described  herein are in addition to any other benefits
the Executive may have under any plan or program of the Employer, and, except as
aforementioned or otherwise expressly provided for herein,  shall supplement and
shall not supersede any other  agreement  between the Employer and the Executive
or any provision contained therein.


<PAGE>



SECTION 10

Named Fiduciary

10.1 The  Employer is hereby  designated  as the Named  Fiduciary  of this Split
Dollar  Insurance  Program,  in accordance with the Employee  Retirement  Income
Security Act of 1974.  The business  address and  telephone  number of the Named
Fiduciary are:

                  ___________________________ (Bank)
                  c/o G. E. Aumiller
                  Keystone Financial, Inc.
                  One Keystone Plaza
                  Front & Market Streets
                  P.O. Box 3660
                  Harrisburg, PA  17105-3660

         The Named  Fiduciary shall have the authority to control and manage the
operation and administration of this Program.  However,  the Named Fiduciary may
allocate its  responsibilities  for the  operation  and  administration  of this
Program, including the designation of persons who are not Named Fiduciaries,  to
carry out fiduciary responsibilities.

         The Named  Fiduciary of this Program  shall be  responsible  for making
timely delivery of any required premiums to the Insurer.

         All pertinent  documents  shall be retained by the Named  Fiduciary and
made available for examination at the above  indicated  business  address.  Upon
written request, the Program document and other information shall be provided to
the Parties of this Program.

SECTION 11

Claims Procedure

11.1  Benefits  shall be payable in accordance  with the  Agreement  provisions.
Should the  Executive  or  beneficiary  fail to receive  benefits  to which such
Executive or beneficiary  believes he or she is entitled,  a claim may be filed.
Any claim for a Program  benefit  hereunder  shall be filed by the  Executive or
beneficiary (claimant) of this Program by written  communication,  which is made
by the claimant or the claimant's authorized representative, which is reasonably
calculated to bring the claim to the attention of the Named Fiduciary.

         If a claim for a Program  benefit  is wholly  or  partially  denied,  a
written  notice of the decision  shall be furnished to the claimant by the Named
Fiduciary or his designee  within a reasonable  period of time after  receipt of
the claim by the Program, which notice shall include the following information:

(A)      The specific reason or reasons for the denial;

(B)      Specific reference to the pertinent Agreement provisions upon which the
         denial is based;

(C) A description  of any additional  material or information  necessary for the
claimant  to  perfect  the  claim and an  explanation  of why such  material  or
information is necessary; and

(D) An explanation of the Program's claim review procedures.

         In order that a claimant may appeal a denial of a claim,  a claimant or
his duly authorized representative:

(A) May request a review by written  application  to the Named  Fiduciary or his
designee  not later  than 60 days  after  receipt  by the  claimant  of  written
notification of denial of a claim;

(B)      May review pertinent documents; and

(C)      May submit issues and comments in writing.


         A decision of review of a denied  claim shall be made not later than 60
days  after the  Program's  receipt  of a request  for  review,  unless  special
circumstances  require  an  extension  of time for  processing,  in which case a
decision  shall be rendered  within a reasonable  period of time,  but not later
than 120 days after  receipt of a request  for  review.  The  decision on review
shall be in writing and shall  include the specific  reason(s)  for the decision
and the specific reference(s) to the pertinent Agreement provisions on which the
decision is based.

         Notwithstanding anything contained in this Section to the contrary, any
claim for a death benefit under an insurance  policy under this Program shall be
filed  with  the  Insurer  by  the   claimant  or  the   claimant's   authorized
representative  on the form or forms prescribed for such purpose by the Insurer.
The Insurer  shall have sole  authority  for  determining  whether a death claim
shall or shall not be paid,  either in whole or in part, in accordance  with the
terms of such  insurance  contract  which may have been purchased on the life of
the Executive.


<PAGE>



SECTION 12

Amendment and Assignment of Agreement

12.1 This Agreement shall not be modified or amended except in writing signed by
the Parties hereto.

12.2 This Agreement is binding upon the heirs, administrators or assigns of each
Party.

12.3 Subject to provisions of any written Employment  Agreement,  this Agreement
may be terminated  by either Party with thirty (30) days' written  notice to the
other.

SECTION 13

Employment

13.1 This  Agreement  shall not in any way  constitute an  employment  agreement
between the Executive and the Employer and shall in no way obligate the Employer
to continue  the  employment  of  Executive  with the  Employer,  nor shall this
Agreement  limit the right of the Employer to terminate  Executive's  employment
with the Employer for any reason.

SECTION 14

Jurisdiction

14.1 The Parties hereto consent to the exclusive  jurisdiction  of the courts of
the Commonwealth of Pennsylvania in any and all actions arising hereunder.

SECTION 15

State Law

15.1  This   Agreement,   all  matters   involving  its  validity,   effect  and
interpretation,  and the rights of the Parties  hereunder,  shall be governed by
and construed pursuant to the laws of the Commonwealth of Pennsylvania.

SECTION 16

Interpretation

16.1 Where appropriate,  words used in the singular shall include the plural and
words used in the masculine shall include the feminine and vice versa.

IN WITNESS  WHEREOF,  the Parties  hereto  intending to be legally  bound,  have
executed this Agreement as of the day and year first above written.

                                     KEYSTONE FINANCIAL, INC.


                                     By:  ____________________________
                                            Authorized Representative


                                    (Bank)


                                     By: _____________________________
WITNESS:                                   Authorized Representative




------------------------------      -----------------------------------------
                                                  Employee



KEYSTONE FINANCIAL, INC./(Bank)

EXECUTIVE SPLIT DOLLAR AGREEMENT




THIS AGREEMENT is made and entered into effective this 1st day of January, 1998,
by and between KEYSTONE FINANCIAL,INC. ("Sponsor") through one of its affiliated
companies  __________________ , ("Employer"),  a Pennsylvania  corporation,  and
___________________  ("Executive")  an employee of the Employer,  and represents
the  final   understanding  of  the  parties  regarding  the  benefits  provided
hereunder.

W I T N E S S E T H


WHEREAS,  the  Executive is insured under Policy  Number  ________________  (the
"Policy") issued by Metropolitan Life Insurance Company ("Metropolitan"); and

WHEREAS,  the owner of the Policy (the  "Owner")  shall be the  Executive or the
person or other  entity to whom the  Executive  assigns  the Policy  pursuant to
Section 4; and

WHEREAS, Sponsor and Employer highly values Executive's efforts, abilities, and
accomplishments; and

WHEREAS, Executive is deemed a member of a select group of management and/or one
of the highly compensated employees of the Employer; and

WHEREAS,  Employer wishes to provide  Executive with permanent life insurance as
an  additional  employment  benefit  and is willing to assist in the  payment of
premiums under the Policy as provided in this Agreement; and

WHEREAS, the Executive has agreed to assign an interest in the Policy to Sponsor
as  collateral  security  for such  premium  payments,  at the time of the first
premium  payment,   on  a  form  of  agreement  approved  by  Metropolitan  (the
"Collateral Assignment Agreement"); and

WHEREAS, in order to be eligible for such benefit, Executive agrees to the terms
hereinafter provided;


NOW,  THEREFORE,  Employer and Executive  ("Parties"),  in  consideration of the
mutual covenants and agreements described below, hereby agree as follows:

SECTION 1

Payment of Premiums

 1.1 The Employer shall pay the premiums on the Policy,  less the amount paid by
the Executive  pursuant to Section 1.4, until the termination of this Agreement,
pursuant to Section 5. The  Employer  may  increase or  decrease  the  scheduled
premium for any year after the first year. Each premium for the Policy following
execution of this  Agreement  will be remitted by the  Employer to  Metropolitan
within thirty-one (31) days following the anniversary date of the Policy.

 1.2 The  premium  payment  periods  may also be changed by the  Employer to the
extent  necessary to maintain  compliance  of the Policy with  Sections 7702 and
7702A of the Internal Revenue Code and the regulations thereunder.

 1.3 No payment of interest by the Executive will be due on the premium amounts
paid by the Employer.

 1.4 The  Executive  shall pay that  portion of the  premium in amount  that for
federal  income tax purposes is equal to the value of the "economic  benefit" of
the life insurance  protection enjoyed by the Executive each year. The "economic
benefit" is to be determined by reference to IRS Rev.  Ruls.  64-328 and 66-110,
or any  rulings  which  may  substitute,  supercede,  replace,  or  amend  them,
governing the federal income tax consequences of split dollar arrangements.  The
Executive has been rated by Metropolitan  Life Insurance  Company less favorably
than "standard  non-smoker".  Since the Employer is  contributing to the premium
based on a standard  non-smoker  classification,  if the rating  continues,  the
policy at program  maturity date will likely not have  sufficient  cash value to
realize  the  objective  described  in Section  1.7B  below.  Therefore,  if the
Executive  wishes  to  attain  this  objective,  Executive  may,  in  his or her
discretion, make additional premium payments in amounts as may be indicated from
time to time by Metropolitan  Life Insurance  Company as necessary to create the
augmented value in the policy to realize such objective.

 1.5 The Employer shall continue to pay its portion of the premium if the
Executive is disabled while actively employed.

 1.6  "Disability",  for the purpose of this Agreement means, that the Executive
has  met  the  requirements  for  disability  under  the  Employer's  Long  Term
Disability  Plan,  is not  eligible  for full  retirement,  and is  incapable of
fulfilling job duties due to mental or physical disability.


<PAGE>


 1.7  "Premium",  for the  purpose  of this  Agreement,  means  the sum  paid to
Metropolitan   Life  Insurance  Company  as  consideration  for  the  individual
Universal Life Policy specifically referred to in this Agreement.  Premiums paid
are  scheduled  to be in an  amount  so as to  accumulate  policy  values at the
program  maturity date as if the Executive were to receive a standard  nonsmoker
classification sufficient to:

      A.  Provide total death benefits equal to at least two times the
Executive's annual base salary plus the accumulated premiums paid by the
Employer during the Executive's active employment and equal to at least two (2)
times the Executive's final annual base salary plus accumulated premiums paid by
the Employer after the Executive's active employment and prior to termination of
this Agreement;

      B.   Keep the policy in force after the program maturity date with a death
benefit equal to two (2) times the Executive's final annual base salary until
the Executive attains the age of ninety-five (95); and

      C.   Prior to the program maturity date, withdraw an amount to be paid to
the Employer equal to the accumulated premiums paid by the Employer.

         The sufficiency of the amount needed to meet the provisions above shall
be determined as of the program maturity date and shall be based on the
insurer's current interest crediting and mortality rates as of that same date.
The Employer shall not be responsible for events occurring subsequent to the
program maturity date which may result in an  insufficient level of funding to
meet the provisions above.

SECTION 2

Policy Beneficiary Designation

 2.1 The right to  designate  and  change the  beneficiary  of the Policy and to
elect an optional  mode of settlement is reserved to the person who would be the
Owner of the Policy in the absence of the Collateral Assignment Agreement.  Such
Owner  of  the  Policy  shall  have  the  right  to  designate  and  change  the
beneficiaries  and  contingent  beneficiaries  and to elect an optional  mode of
settlement  subject  to the  interest  of the  Employer  as  Assignee  under the
Collateral Assignment Agreement, and the Employer will make the Policy available
to the Owner, if required, for endorsement of a change of beneficiary.


<PAGE>



SECTION 3

Payment of Policy Proceeds in Event of Death of Employee

 3.1 If the Executive  dies (other than by suicide within two (2) years from the
Policy  issue  date)  while the  Policy  and this  Agreement  are in force,  the
proceeds of the Policy shall be payable as follows:

     A.  Part shall be payable to the Employer; this part shall be equal to the
proceeds of the Policy not payable to the beneficiary pursuant to paragraph B or
paragraph C of this section.

     B. The designated beneficiary of the Executive shall be paid an amount
equal to two (2) times the Executive's annual base salary if the Executive dies
while actively employed by Employer, subject, however, to satisfying any
applicable underwriting restrictions or guidelines existing at the time
of adjustment.

     C. The designated beneficiary of the Executive shall be paid an amount
equal to two (2) times annual base salary, subject, however, to satisfying any
applicable underwriting restrictions or guidelines at the time of adjustment if
the Executive dies after terminating active employment with Employer due to
Disability or Normal Retirement, provided that the termination of active
employment occurs prior to the termination of this Agreement.

        (1) The benefit paid if the Executive dies after terminating active
employment with Employer due to Disability is based on the Executive's annual
base salary at the time the Disability occurred.

 3.2 Insurance proceeds will not be paid if the Executive commits suicide, while
sane or insane,  within two (2) years from the date of the policy.  Instead,  an
amount  equal to all premiums  paid,  without  interest,  will be paid under the
terms of this Agreement.

 3.3 "Normal Retirement", for the purpose of this Agreement, means attaining the
age of sixty-five (65).

 3.4  "Annual  Base  Salary",  for the  purpose  of this  Agreement,  means  the
Executive's regular salary, without bonus, as of the date Executive was actively
at work.


<PAGE>



SECTION 4

Exercise of Rights

 4.1 The  Employer,  during  the  lifetime  of the  Executive  and  prior to the
termination of this Agreement, may exercise any of its rights as Assignee of the
Policy only upon thirty (30) days written notice to the  Executive.  Such notice
shall be given to the  Executive  either in person or by mailing as provided for
in Section 8.1 of this Agreement.

 4.2 Subject to the Employer's rights as Assignee,  the Owner retains all rights
as Owner of the Policy.  Notwithstanding the  aforementioned,  neither the Owner
nor the  Employer  shall  withdraw,  surrender,  borrow  against,  or  pledge as
security for a loan any portion of the Policy while this Agreement is in effect.

SECTION 5

Termination of Agreement

 5.1 This Agreement shall terminate if any of the following takes place:

     A.  Termination of the Executive's employment with the Employer prior to
the Executive's becoming eligible for disability benefits under a Disability
plan of the Employer or for a Normal Retirement benefit under any qualified
pension plan maintained by the Employer; or

     B.  Demotion of the Executive to a position which is not part of the group
of Employees eligible to participate in the Employer's Split Dollar Insurance
Program as determined by the Employer; or

     C.  The bankruptcy of the Employer; or

     D.  The failure of the Employer or the Executive to pay their respective
share of the premium under Section 1 of this Agreement; or

     E.  Payment to the Employer of the aggregate amount of the premiums paid
either directly by the Executive or by a withdrawal from the Policy.

     F.  Termination of this Agreement pursuant to Section 12.3; or

     G.  The death of the Executive; or

     H.  Program Maturity Date.  This occurs the year in which sufficient funds
will have accumulated in the Policy to sustain the projected death benefit
amount as if the Executive were to have received a standard nonsmoker
classification, or when the Executive attains the age of sixty-five (65),
whichever occurs later.

 5.2 In the event of termination of this Agreement,  the lesser of the aggregate
of the premiums paid by the Employer pursuant to this Agreement, or the net cash
value in the Policy,  shall  become due and payable to the  Employer,  except as
provided  for herein.  Upon  payment of such  amount  from the Policy,  from the
Executive,  or from whatever other source,  the Employer shall execute a release
of the Collateral  Assignment  Agreement and deliver such release and the Policy
to the Owner.

 5.3 In the event of a Change of Control as defined in the  Executive's  written
Employment  Agreement  then in effect and the  Executive is entitled to benefits
for  termination  of  employment  as a result  of a Change of  Control,  then in
addition,  he shall have no  obligation  to repay  premiums  to the  Employer as
stated in Section 5.2.

SECTION 6

Taxation

 6.1 All income taxes  attributable  to the Executive  which are relevant to the
Policy or this Agreement,  whether federal,  state or local, which may be due or
may become due, are the sole responsibility of the Executive, or the Executive's
beneficiary,  while this  Agreement is in force and after it has  terminated for
any reason.

SECTION 7

Insurer Not a Party

 7.1  Metropolitan  shall not be deemed to be a party to this  Agreement for any
purpose  nor  shall  it be  deemed  in any way  responsible  for  its  validity.
Metropolitan  shall  not be  obligated  to  inquire  as to the  distribution  or
application of any monies  payable or paid by it under the Policy,  and Payments
or other performance of its contract obligations in accordance with the terms of
the Policy shall fully discharge  Metropolitan  from any and all liability under
the Policy.

SECTION 8

Notices

 8.1 Any notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed properly given if sent by registered or certified
mail, addressed as follows:

         (1)      Notices to Executive:



         (2)      Notices to Employer:      ________________________ (Bank)
                                               c/o G. E. Aumiller
                                               Keystone Financial, Inc.
                                               P.O. Box 3660
                                               Harrisburg, PA  17105-3660


         Either  party  may,  from time to time,  change  the  address  to which
notices shall be mailed by giving notice of such address in the manner  provided
herein.

SECTION 9

Other Benefits

 9.1  Participation in this Program is designed to supersede and render void the
group term life  insurance  currently  provided to the  Executive.  In all other
respects,  the benefits  described  herein are in addition to any other benefits
the Executive may have under any plan or program of the Employer, and, except as
aforementioned or otherwise expressly provided for herein,  shall supplement and
shall not supersede any other  agreement  between the Employer and the Executive
or any provision contained therein.

SECTION 10

Named Fiduciary

10.1 The  Employer is hereby  designated  as the Named  Fiduciary  of this Split
Dollar  Insurance  Program,  in accordance with the Employee  Retirement  Income
Security Act of 1974.  The business  address and  telephone  number of the Named
Fiduciary are:

                  ________________________ (Bank)
                   c/o G. E. Aumiller
                   Keystone Financial, Inc.
                   One Keystone Plaza

                   Front & Market Streets
                   P.O. Box 3660
                   Harrisburg, PA 17105-3660

         The Named  Fiduciary shall have the authority to control and manage the
operation and administration of this Program.  However,  the Named Fiduciary may
allocate its  responsibilities  for the  operation  and  administration  of this
Program, including the designation of persons who are not Named Fiduciaries,  to
carry out fiduciary responsibilities.

         The Named  Fiduciary of this Program  shall be  responsible  for making
timely delivery of any required premiums to the Insurer.

         All pertinent  documents  shall be retained by the Named  Fiduciary and
made available for examination at the above  indicated  business  address.  Upon
written request, the Program document and other information shall be provided to
the Parties of this Program.

SECTION 11

Claims Procedure

11.1  Benefits  shall be payable in accordance  with the  Agreement  provisions.
Should the  Executive  or  beneficiary  fail to receive  benefits  to which such
Executive or beneficiary  believes he or she is entitled,  a claim may be filed.
Any claim for a Program  benefit  hereunder  shall be filed by the  Executive or
beneficiary (claimant) of this Program by written  communication,  which is made
by the claimant or the claimant's authorized representative, which is reasonably
calculated to bring the claim to the attention of the Named Fiduciary.

         If a claim for a Program  benefit  is wholly  or  partially  denied,  a
written  notice of the decision  shall be furnished to the claimant by the Named
Fiduciary or his designee  within a reasonable  period of time after  receipt of
the claim by the Program, which notice shall include the following information:

     (A) The specific reason or reasons for the denial;

     (B) Specific reference to the pertinent Agreement provisions upon which the
denial is based;

     (C) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

     (D) An explanation of the Program's claim review procedures.


<PAGE>



         In order that a claimant may appeal a denial of a claim,  a claimant or
his duly authorized representative:

     (A) May request a review by written application to the Named Fiduciary or
his designee not later than 60 days after receipt by the claimant of written
notification of denial of a claim;

     (B) May review pertinent documents; and

     (C) May submit issues and comments in writing.

         A decision of review of a denied  claim shall be made not later than 60
days  after the  Program's  receipt  of a request  for  review,  unless  special
circumstances  require  an  extension  of time for  processing,  in which case a
decision  shall be rendered  within a reasonable  period of time,  but not later
than 120 days after  receipt of a request  for  review.  The  decision on review
shall be in writing and shall  include the specific  reason(s)  for the decision
and the specific reference(s) to the pertinent Agreement provisions on which the
decision is based.

         Notwithstanding anything contained in this Section to the contrary, any
claim for a death benefit under an insurance  policy under this Program shall be
filed  with  the  Insurer  by  the   claimant  or  the   claimant's   authorized
representative  on the form or forms prescribed for such purpose by the Insurer.
The Insurer  shall have sole  authority  for  determining  whether a death claim
shall or shall not be paid,  either in whole or in part, in accordance  with the
terms of such  insurance  contract  which may have been purchased on the life of
the Executive.

SECTION 12

Amendment and Assignment of Agreement

12.1 This Agreement shall not be modified or amended except in writing signed by
the Parties hereto.

12.2 This Agreement is binding upon the heirs, administrators or assigns of each
Party.

12.3 Subject to provisions of any written Employment  Agreement,  this Agreement
may be terminated  by either Party with thirty (30) days' written  notice to the
other.


<PAGE>



SECTION 13

Employment

13.1 This  Agreement  shall not in any way  constitute an  employment  agreement
between the Executive and the Employer and shall in no way obligate the Employer
to continue  the  employment  of  Executive  with the  Employer,  nor shall this
Agreement  limit the right of the Employer to terminate  Executive's  employment
with the Employer for any reason.

SECTION 14

Jurisdiction

14.1 The Parties hereto consent to the exclusive  jurisdiction  of the courts of
the Commonwealth of Pennsylvania in any and all actions arising hereunder.

SECTION 15

State Law

15.1  This   Agreement,   all  matters   involving  its  validity,   effect  and
interpretation,  and the rights of the Parties  hereunder,  shall be governed by
and construed pursuant to the laws of the Commonwealth of Pennsylvania.


<PAGE>



SECTION 16

Interpretation

16.1 Where appropriate,  words used in the singular shall include the plural and
words used in the masculine shall include the feminine and vice versa.

IN WITNESS  WHEREOF,  the Parties  hereto  intending to be legally  bound,  have
executed this Agreement as of the day and year first above written.

                                      KEYSTONE FINANCIAL, INC.



                                      By:  _____________________________________
                                               Authorized Representative

                                      (Bank)



                                      By: ___________________________________
WITNESS:                                       Authorized Representative


------------------------------      -----------------------------------------
                                                   Employee



KEYSTONE FINANCIAL, INC. / (Bank)

                        EXECUTIVE SPLIT DOLLAR AGREEMENT




THIS AGREEMENT made and entered into effective this 1st day of January, 1998, by
and between KEYSTONE FINANCIAL,  INC.  ("Sponsor") through one of its affiliated
companies  ________________  ,  ("Employer"),  a Pennsylvania  corporation,  and
____________ ("Executive") an employee of the Employer, and represents the final
understanding of the parties regarding the benefits provided hereunder.

W I T N E S S E T H


WHEREAS,  the  Executive  is insured  under  Policy  Number_______________  (the
"Policy") issued by Metropolitan Life Insurance Company ("Metropolitan"); and

WHEREAS,  the owner of the Policy (the  "Owner")  shall be the  Executive or the
person or other  entity to whom the  Executive  assigns  the Policy  pursuant to
Section 4; and

WHEREAS, Sponsor and Employer highly values Executive's efforts, abilities, and
accomplishments; and

WHEREAS, Executive is deemed a member of a select group of management and/or one
of the highly compensated employees of the Employer; and

WHEREAS,  Employer wishes to provide  Executive with permanent life insurance as
an  additional  employment  benefit  and is willing to assist in the  payment of
premiums under the Policy as provided in this Agreement; and

WHEREAS, the Executive has agreed to assign an interest in the Policy to Sponsor
as  collateral  security  for such  premium  payments,  at the time of the first
premium  payment,   on  a  form  of  agreement  approved  by  Metropolitan  (the
"Collateral Assignment Agreement"); and

WHEREAS, in order to be eligible for such benefit, Executive agrees to the terms
hereinafter provided;

NOW,  THEREFORE,  Employer and Executive  ("Parties"),  in  consideration of the
mutual covenants and agreements described below, hereby agree as follows:


<PAGE>



SECTION 1

Payment of Premiums

 1.1 The Employer shall pay the premiums on the Policy,  less the amount paid by
the Executive  pursuant to Section 1.4, until the termination of this Agreement,
pursuant to Section 5. The  Employer  may  increase or  decrease  the  scheduled
premium for any year after the first year. Each premium for the Policy following
execution of this  Agreement  will be remitted by the  Employer to  Metropolitan
within thirty-one (31) days following the anniversary date of the Policy.

 1.2 The  premium  payment  periods  may also be changed by the  Employer to the
extent  necessary to maintain  compliance  of the Policy with  Sections 7702 and
7702A of the Internal Revenue Code and the regulations thereunder.

 1.3 No payment of interest by the Executive will be due on the premium amounts
paid by the Employer.

 1.4 The  Executive  shall pay a portion of the  premium  in an amount  that for
federal  income tax purposes is equal to the value of the "economic  benefit" of
the life insurance  protection enjoyed by the Executive each year. The "economic
benefit" is to be determined by reference to IRS Rev.  Ruls.  64-328 and 66-110,
or any  rulings  which  may  substitute,  supercede,  replace,  or  amend  them,
governing the federal income tax consequences of split dollar  arrangements.  At
the inception of this Agreement,  Metropolitan  Life Insurance Company has rated
the  Executive as "standard  non-smoker".  The  Agreement  provides  that if the
Annual Base Salary of the  Executive  increases,  there will be a  corresponding
adjustment  to the benefit  hereunder.  Depending  on the amount of increase and
frequency  of such,  the  placement of the  additional  coverage may require new
underwriting.  If this occurs, and if at that time,  Metropolitan Life Insurance
Company rates the Executive  less  favorably  than  "standard  non-smoker",  the
Employer will contribute to the additional premium as herein provided,  however,
based on a  standard  non-smoker  classification.  Consequently,  if the  rating
continues as to such excess,  the policy at program  maturity  date may not have
sufficient cash value to realize the objective  described in Section 1.7B below.
Therefore,  if the Executive wishes to attain this objective,  Executive may, in
his or her  discretion,  make additional  premium  payments in amounts as may be
indicated from time to time by Metropolitan  Life Insurance Company as necessary
to create the augmented value in the policy to realize such objective.

 1.5  The Employer shall continue to pay its portion of the premium if the
Executive is disabled while actively employed.

 1.6  "Disability",  for the purpose of this Agreement means, that the Executive
has  met  the  requirements  for  disability  under  the  Employer's  Long  Term
Disability  Plan,  is not  eligible  for full  retirement,  and is  incapable of
fulfilling job duties due to mental or physical disability.

 1.7  "Premium",  for the  purpose  of this  Agreement,  means  the sum  paid to
Metropolitan   Life  Insurance  Company  as  consideration  for  the  individual
Universal Life Policy specifically referred to in this Agreement.  Premiums paid
are scheduled to be in an amount,  assuming that the Executive has  underwriting
status  of  "standard  non-smoker",  so as to  accumulate  policy  values at the
program maturity date sufficient to:

     A. Provide total death benefits equal to at least two times the Executive's
annual base salary plus the accumulated premiums paid by the Employer during
the Executive's active employment and equal to at least one (1) times the
Executive's final annual base salary plus accumulated premiums paid by the
Employer after the Executive's active employment and prior to termination of
this Agreement;

     B. Keep the policy in force after the program maturity date with a death
benefit equal to one (1) times the Executive's final annual base salary until
the Executive attains the age of ninety-five (95); and

     C. Prior to the program maturity date, withdraw an amount to be paid to the
Employer equal to the accumulated premiums paid by the Employer.

         The sufficiency of the amount needed to meet the provisions above shall
be  determined  as of the  program  maturity  date  and  shall  be  based on the
insurer's  current interest  crediting and mortality rates as of that same date.
The Employer shall not be  responsible  for events  occurring  subsequent to the
program  maturity date which may result in an  insufficient  level of funding to
meet the provisions above.

SECTION 2

Policy Beneficiary Designation

 2.1 The right to  designate  and  change the  beneficiary  of the Policy and to
elect an optional  mode of settlement is reserved to the person who would be the
Owner of the Policy in the absence of the Collateral Assignment Agreement.  Such
Owner  of  the  Policy  shall  have  the  right  to  designate  and  change  the
beneficiaries  and  contingent  beneficiaries  and to elect an optional  mode of
settlement  subject  to the  interest  of the  Employer  as  Assignee  under the
Collateral Assignment Agreement, and the Employer will make the Policy available
to the Owner, if required, for endorsement of a change of beneficiary.


<PAGE>



SECTION 3

Payment of Policy Proceeds in Event of Death of Employee

 3.1 If the Executive  dies (other than by suicide within two (2) years from the
Policy  issue  date)  while the  Policy  and this  Agreement  are in force,  the
proceeds of the Policy shall be

         payable as follows:

     A. Part shall be payable to the Employer; this part shall be equal to the
proceeds of the Policy not payable to the beneficiary pursuant to paragraph B or
paragraph C of this section.

     B. The designated beneficiary of the Executive shall be paid an amount
equal to two (2) times the Executive's annual base salary if the Executive dies
while actively employed by Employer, subject, however, to satisfying any
applicable underwriting restrictions or guidelines existing at the time of
adjustment.

     C. The designated beneficiary of the Executive shall be paid an amount
equal to one (1) times annual base salary, subject, however, to satisfying any
applicable underwriting restrictions or guidelines existing at the time of
adjustment, if the Executive dies after terminating active employment with
Employer due to Disability or Normal Retirement, provided that the termination
of active employment occurs prior to the termination of this Agreement.

        (1) The benefit paid if the Executive dies after terminating active
employment with Employer due to Disability is based on the Executive's annual
base salary at the time the Disability occurred.

 3.2 Insurance proceeds will not be paid if the Executive commits suicide, while
sane or insane,  within two (2) years from the date of the policy.  Instead,  an
amount  equal to all premiums  paid,  without  interest,  will be paid under the
terms of this Agreement.

 3.3 "Normal Retirement", for the purpose of this Agreement, means attaining the
age of sixty-five (65).

 3.4  "Annual  Base  Salary",  for the  purpose  of this  Agreement,  means  the
Executive's regular salary, without bonus, as of the date Executive was actively
at work.


<PAGE>



SECTION 4

Exercise of Rights

 4.1 The  Employer,  during  the  lifetime  of the  Executive  and  prior to the
termination of this Agreement, may exercise any of its rights as Assignee of the
Policy only upon thirty (30) days written notice to the  Executive.  Such notice
shall be given to the  Executive  either in person or by mailing as provided for
in Section 8.1 of this Agreement.

 4.2 Subject to the Employer's rights as Assignee,  the Owner retains all rights
as Owner of the Policy.  Notwithstanding the  aforementioned,  neither the Owner
nor the  Employer  shall  withdraw,  surrender,  borrow  against,  or  pledge as
security for a loan any portion of the Policy while this Agreement is in effect.

SECTION 5

Termination of Agreement

 5.1 This Agreement shall terminate if any of the following takes place:

     A. Termination of the Executive's employment with the Employer prior to the
Executive's becoming eligible for disability benefits under a Disability plan of
the Employer or for a Normal Retirement benefit under any qualified pension plan
maintained by the Employer; or

     B.  Demotion of the Executive to a position which is not part of the group
of Employees eligible to participate in the Employer's Split Dollar Insurance
Program as determined by the Employer; or

     C.  The bankruptcy of the Employer; or

     D.  The failure of the Employer or the Executive to pay their respective
share of the premium under Section 1 of this Agreement; or

     E.  Payment to the Employer of the aggregate amount of the premiums paid
either directly by the Executive or by a withdrawal from the Policy.

     F.  Termination of this Agreement pursuant to Section 12.3; or

     G.  The death of the Executive; or

     H.  Program Maturity Date.  This occurs the year in which sufficient funds
will have, or should have, accumulated assuming that the Executive has at all
times been classified as standard non-smoker, whether or not so classified, in
the Policy to sustain the projected death benefit amount, or when the Executive
attains the age of sixty-five (65), whichever occurs later.


 5.2 In the event of termination of this Agreement,  the lesser of the aggregate
of the premiums paid by the Employer pursuant to this Agreement, or the net cash
value in the Policy,  shall  become due and payable to the  Employer,  except as
provided  for herein.  Upon  payment of such  amount  from the Policy,  from the
Executive,  or from whatever other source,  the Employer shall execute a release
of the Collateral  Assignment  Agreement and deliver such release and the Policy
to the Owner.

 5.3 In the event of a Change of Control,  as defined in the  written  severance
policy in effect at that time, such severance policy shall thereafter  remain in
force for  purposes of this  Agreement.  In the event of a Change of Control and
the Executive is entitled to benefits for  termination of employment  under such
severance  policy,  then,  in  addition,  he shall have no  obligation  to repay
premiums to the Employer as stated in Section 5.2

SECTION 6

Taxation

 6.1 All income taxes  attributable  to the Executive  which are relevant to the
Policy or this Agreement,  whether federal,  state or local, which may be due or
may become due, are the sole responsibility of the Executive, or the Executive's
beneficiary,  while this  Agreement is in force and after it has  terminated for
any reason.

SECTION 7

Insurer Not a Party

 7.1  Metropolitan  shall not be deemed to be a party to this  Agreement for any
purpose  nor  shall  it be  deemed  in any way  responsible  for  its  validity.
Metropolitan  shall  not be  obligated  to  inquire  as to the  distribution  or
application of any monies  payable or paid by it under the Policy,  and Payments
or other performance of its contract obligations in accordance with the terms of
the Policy shall fully discharge  Metropolitan  from any and all liability under
the Policy.


<PAGE>



SECTION 8

Notices

 8.1 Any notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed properly given if sent by registered or certified
mail, addressed as follows:

         (1)      Notices to Executive:



         (2)      Notices to Employer:      _______________________ (Bank)
                                             c/o G. E. Aumiller
                                             Keystone Financial, Inc.
                                             P.O. Box 3660
                                             Harrisburg, PA  17105-3660

         Either  party  may,  from time to time,  change  the  address  to which
notices shall be mailed by giving notice of such address in the manner  provided
herein.

SECTION 9

Other Benefits

 9.1  Participation in this Program is designed to supersede and render void the
group term life  insurance  currently  provided to the  Executive.  In all other
respects,  the benefits  described  herein are in addition to any other benefits
the Executive may have under any plan or program of the Employer, and, except as
aforementioned or otherwise expressly provided for herein,  shall supplement and
shall not supersede any other  agreement  between the Employer and the Executive
or any provision contained therein.


<PAGE>



SECTION 10
\Named Fiduciary

10.1 The  Employer is hereby  designated  as the Named  Fiduciary  of this Split
Dollar  Insurance  Program,  in accordance with the Employee  Retirement  Income
Security Act of 1974.  The business  address and  telephone  number of the Named
Fiduciary are:

                                            ________________________ (Bank)
                                              c/o G. E. Aumiller
                                              Keystone Financial, Inc.
                                              One Keystone Plaza
                                              Front & Market Streets

                                              P.O. Box 3660
                                              Harrisburg, PA  17105-3660

         The Named  Fiduciary shall have the authority to control and manage the
operation and administration of this Program.  However,  the Named Fiduciary may
allocate its  responsibilities  for the  operation  and  administration  of this
Program, including the designation of persons who are not Named Fiduciaries,  to
carry out fiduciary responsibilities.

         The Named  Fiduciary of this Program  shall be  responsible  for making
timely delivery of any required premiums to the Insurer.

         All pertinent  documents  shall be retained by the Named  Fiduciary and
made available for examination at the above  indicated  business  address.  Upon
written request, the Program document and other information shall be provided to
the Parties of this Program.

SECTION 11

Claims Procedure

11.1  Benefits  shall be payable in accordance  with the  Agreement  provisions.
Should the  Executive  or  beneficiary  fail to receive  benefits  to which such
Executive or beneficiary  believes he or she is entitled,  a claim may be filed.
Any claim for a Program  benefit  hereunder  shall be filed by the  Executive or
beneficiary (claimant) of this Program by written  communication,  which is made
by the claimant or the claimant's authorized representative, which is reasonably
calculated to bring the claim to the attention of the Named Fiduciary.

         If a claim for a Program  benefit  is wholly  or  partially  denied,  a
written  notice of the decision  shall be furnished to the claimant by the Named
Fiduciary or his designee  within a reasonable  period of time after  receipt of
the claim by the Program, which notice shall include the following information:

     (A) The specific reason or reasons for the denial;

     (B) Specific reference to the pertinent Agreement provisions upon which the
 denial is based;

     (C) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

     (D) An explanation of the Program's claim review procedures.

         In order that a claimant may appeal a denial of a claim,  a claimant or
his duly authorized representative:

     (A) May request a review by written application to the Named Fiduciary or
his designee not later than 60 days after receipt by the claimant of written
notification of denial of a claim;

     (B) May review pertinent documents; and

     (C) May submit issues and comments in writing.

         A decision of review of a denied  claim shall be made not later than 60
days  after the  Program's  receipt  of a request  for  review,  unless  special
circumstances  require  an  extension  of time for  processing,  in which case a
decision  shall be rendered  within a reasonable  period of time,  but not later
than 120 days after  receipt of a request  for  review.  The  decision on review
shall be in writing and shall  include the specific  reason(s)  for the decision
and the specific reference(s) to the pertinent Agreement provisions on which the
decision is based.

         Notwithstanding anything contained in this Section to the contrary, any
claim for a death benefit under an insurance  policy under this Program shall be
filed  with  the  Insurer  by  the   claimant  or  the   claimant's   authorized
representative  on the form or forms prescribed for such purpose by the Insurer.
The Insurer  shall have sole  authority  for  determining  whether a death claim
shall or shall not be paid,  either in whole or in part, in accordance  with the
terms of such  insurance  contract  which may have been purchased on the life of
the Executive.


<PAGE>



SECTION 12

Amendment and Assignment of Agreement

12.1 This Agreement shall not be modified or amended except in writing signed by
the Parties hereto.

12.2 This Agreement is binding upon the heirs, administrators or assigns of each
Party.

12.3 Subject to  provisions of any written  severance  policy then in existence,
this  Agreement may be terminated by either Party with thirty (30) days' written
notice to the other.

SECTION 13

Employment

13.1 This  Agreement  shall not in any way  constitute an  employment  agreement
between the Executive and the Employer and shall in no way obligate the Employer
to continue  the  employment  of  Executive  with the  Employer,  nor shall this
Agreement  limit the right of the Employer to terminate  Executive's  employment
with the Employer for any reason.

SECTION 14

Jurisdiction

14.1 The Parties hereto consent to the exclusive  jurisdiction  of the courts of
the Commonwealth of Pennsylvania in any and all actions arising hereunder.

SECTION 15

State Law

15.1  This   Agreement,   all  matters   involving  its  validity,   effect  and
interpretation,  and the rights of the Parties  hereunder,  shall be governed by
and construed pursuant to the laws of the Commonwealth of Pennsylvania.


<PAGE>



SECTION 16

Interpretation

16.1 Where appropriate,  words used in the singular shall include the plural and
words used in the masculine shall include the feminine and vice versa.

IN WITNESS  WHEREOF,  the Parties  hereto  intending to be legally  bound,  have
executed this Agreement as of the day and year first above written.

                                       KEYSTONE FINANCIAL, INC.



                                       By:  __________________________________
                                                Authorized Representative


                                       (Bank)



                                       By: ___________________________________
WITNESS:                                       Authorized Representative




------------------------------      -----------------------------------------
                                                  Employee



KEYSTONE FINANCIAL, INC. /  (Bank)

                        EXECUTIVE SPLIT DOLLAR AGREEMENT


THIS AGREEMENT is made and entered into effective this 1st day of January, 1998,
by and between KEYSTONE FINANCIAL, INC.("Sponsor") through one of its affiliated
companies  _____________________ , ("Employer"), a Pennsylvania corporation, and
____________________  ("Executive") an employee of the Employer,  and represents
the  final   understanding  of  the  parties  regarding  the  benefits  provided
hereunder.

W I T N E S S E T H


WHEREAS,  the  Executive is insured  under Policy  Number  _______________  (the
"Policy") issued by Metropolitan Life Insurance Company ("Metropolitan"); and

WHEREAS,  the owner of the Policy (the  "Owner")  shall be the  Executive or the
person or other  entity to whom the  Executive  assigns  the Policy  pursuant to
Section 4; and

WHEREAS,  Sponsor and Employer highly values Executive's efforts, abilities, and
accomplishments; and

WHEREAS, Executive is deemed a member of a select group of management and/or one
of the highly compensated employees of the Employer; and

WHEREAS,  Employer wishes to provide  Executive with permanent life insurance as
an  additional  employment  benefit  and is willing to assist in the  payment of
premiums under the Policy as provided in this Agreement; and

WHEREAS, the Executive has agreed to assign an interest in the Policy to Sponsor
as  collateral  security  for such  premium  payments,  at the time of the first
premium  payment,   on  a  form  of  agreement  approved  by  Metropolitan  (the
"Collateral Assignment Agreement"); and

WHEREAS, in order to be eligible for such benefit, Executive agrees to the terms
hereinafter provided;


NOW,  THEREFORE,  Employer and Executive  ("Parties"),  in  consideration of the
mutual covenants and agreements described below, hereby agree as follows:


<PAGE>



SECTION 1

Payment of Premiums

 1.1 The Employer shall pay the premiums on the Policy,  less the amount paid by
the Executive  pursuant to Section 1.4, until the termination of this Agreement,
pursuant to Section 5. The  Employer  may  increase or  decrease  the  scheduled
premium for any year after the first year. Each premium for the Policy following
execution of this  Agreement  will be remitted by the  Employer to  Metropolitan
within thirty-one (31) days following the anniversary date of the Policy.

 1.2 The  premium  payment  periods  may also be changed by the  Employer to the
extent  necessary to maintain  compliance  of the Policy with  Sections 7702 and
7702A of the Internal Revenue Code and the regulations thereunder.

 1.3 No payment of interest by the Executive will be due on the premium amounts
paid by the Employer.

 1.4 The  Executive  shall pay a portion of the  premium  in an amount  that for
federal  income tax purposes is equal to the value of the "economic  benefit" of
the life insurance  protection enjoyed by the Executive each year. The "economic
benefit" is to be determined by reference to IRS Rev.  Ruls.  64-328 and 66-110,
or any  rulings  which  may  substitute,  supercede,  replace,  or  amend  them,
governing the federal income tax consequences of split dollar  arrangements.  At
the inception of this agreement,  Metropolitan  Life Insurance Company has rated
the  Executive as "standard  non-smoker".  The  Agreement  provides  that if the
Annual Base Salary of the  Executive  increases,  there will be a  corresponding
adjustment to the benefit hereunder. Depending on the amount of the increase and
frequency  of such,  the  placement of the  additional  coverage may require new
underwriting.  If this occurs, and if at that time,  Metropolitan Life Insurance
Company rates the Executive  less  favorably  than  "standard  non-smoker",  the
Employer will contribute to the additional premium as herein provided,  however,
based on a  standard  non-smoker  classification.  Consequently,  if the  rating
continues as to such excess,  the policy at program  maturity  date may not have
sufficient cash value to realize the objective  described in Section 1.7B below.
Therefore,  if the Executive wishes to attain this objective,  Executive may, in
his or her  discretion,  make additional  premium  payments in amounts as may be
indicated from time to time by Metropolitan  Life Insurance Company as necessary
to create the augmented value in the policy to realize such objective.

 1.5  The  Employer  shall continue  to  pay  its  portion of the premium if the
Executive is disabled while actively employed.

 1.6  "Disability",  for the purpose of this Agreement means, that the Executive
has  met  the  requirements  for  disability  under  the  Employer's  Long  Term
Disability  Plan,  is not  eligible  for full  retirement,  and is  incapable of
fulfilling job duties due to mental or physical disability.

 1.7  "Premium",  for the  purpose  of this  Agreement,  means  the sum  paid to
Metropolitan   Life  Insurance  Company  as  consideration  for  the  individual
Universal Life Policy specifically referred to in this Agreement.  Premiums paid
are  scheduled  to be  in  an  amount,  assuming  that  the  Executive  has  the
underwriting status of "standard non-smoker",  so as to accumulate policy values
at the program maturity date sufficient to:

      A. Provide total death benefits equal to at least two times the
Executive's annual base salary plus the accumulated premiums paid by the
Employer during the Executive's active employment and equal to at least two (2)
times the Executive's final annual base salary plus accumulated premiums paid by
the Employer after the Executive's active employment and prior to termination of
this Agreement;

      B. Keep the policy in force after the program maturity date with a death
benefit equal to two (2) times the Executive's final annual base salary until
the Executive attains the age of ninety-five (95); and

      C. Prior to the program maturity date, withdraw an amount to be paid to
the Employer equal to the accumulated premiums paid by the Employer.

         The sufficiency of the amount needed to meet the provisions above shall
be  determined  as of the  program  maturity  date  and  shall  be  based on the
insurer's  current interest  crediting and mortality rates as of that same date.
The Employer shall not be  responsible  for events  occurring  subsequent to the
program  maturity date which may result in an  insufficient  level of funding to
meet the provisions above.

SECTION 2

Policy Beneficiary Designation

 2.1 The right to  designate  and  change the  beneficiary  of the Policy and to
elect an optional  mode of settlement is reserved to the person who would be the
Owner of the Policy in the absence of the Collateral Assignment Agreement.  Such
Owner  of  the  Policy  shall  have  the  right  to  designate  and  change  the
beneficiaries  and  contingent  beneficiaries  and to elect an optional  mode of
settlement  subject  to the  interest  of the  Employer  as  Assignee  under the
Collateral Assignment Agreement, and the Employer will make the Policy available
to the Owner, if required, for endorsement of a change of beneficiary.


<PAGE>



SECTION 3

Payment of Policy Proceeds in Event of Death of Employee

 3.1 If the Executive  dies (other than by suicide within two (2) years from the
Policy  issue  date)  while the  Policy  and this  Agreement  are in force,  the
proceeds of the Policy shall be payable as follows:

     A. Part shall be payable to the Employer; this part shall be equal to the\
proceeds of the Policy not payable to the beneficiary pursuant to paragraph B or
paragraph C of this section.

     B. The designated beneficiary of the Executive shall be paid an amount
equal to two (2) times the Executive's annual base salary if the Executive dies
while actively employed by Employer, subject, however, to satisfying any
applicable underwriting restrictions or guidelines existing at the time of
adjustment.

     C. The designated beneficiary of the Executive shall be paid an amount
equal to two (2) times annual base salary, subject, however, to satisfying any
applicable underwriting restrictions or guidelines at the time of adjustment if
the Executive dies after terminating active employment with Employer due to
Disability or Normal Retirement, provided that the termination of active
employment occurs prior to the termination of this Agreement.

       (1) The benefit paid if the Executive dies after terminating active
employment with Employer due to Disability is based on the Executive's annual
base salary at the time the Disability occurred.

 3.2 Insurance proceeds will not be paid if the Executive commits suicide, while
sane or insane,  within two (2) years from the date of the policy.  Instead,  an
amount  equal to all premiums  paid,  without  interest,  will be paid under the
terms of this Agreement.

 3.3 "Normal Retirement", for the purpose of this Agreement, means attaining the
age of sixty-five (65).

 3.4 "Annual Base Salary", for the purpose of this Agreement, means the
Executive's regular salary, without bonus, as of the date Executive was actively
at work.

SECTION 4

Exercise of Rights

 4.1 The  Employer,  during  the  lifetime  of the  Executive  and  prior to the
termination of this Agreement, may exercise any of its rights as Assignee of the
Policy only upon thirty (30) days written notice to the  Executive.  Such notice
shall be given to the  Executive  either in person or by mailing as provided for
in Section 8.1 of this Agreement.

 4.2 Subject to the Employer's rights as Assignee,  the Owner retains all rights
as Owner of the Policy.  Notwithstanding the  aforementioned,  neither the Owner
nor the  Employer  shall  withdraw,  surrender,  borrow  against,  or  pledge as
security for a loan any portion of the Policy while this Agreement is in effect.

SECTION 5

Termination of Agreement

 5.1 This Agreement shall terminate if any of the following takes place:

     A. Termination of the Executive's employment with the Employer prior to the
Executive's becoming eligible for disability benefits under a Disability plan of
the Employer or for a Normal Retirement benefit under any qualified pension plan
maintained by the Employer; or

     B.  Demotion of the Executive to a position which is not part of the group
of Employees eligible to participate in the Employer's Split Dollar Insurance
Program as determined by the Employer; or

     C.  The bankruptcy of the Employer; or

     D.  The failure of the Employer or the Executive to pay their respective
share of the premium under Section 1 of this Agreement; or

     E.  Payment to the Employer of the aggregate amount of the premiums paid
either directly by the Executive or by a withdrawal from the Policy.

     F.  Termination of this Agreement pursuant to Section 12.3; or

     G.  The death of the Executive; or

     H.  Program Maturity Date.  This occurs the year in which sufficient funds
will have, or should have, accumulated assuming that the Executive has at all
times been classified as standard non-smoker, whether or not so classified in
the Policy to sustain the projected death benefit amount, or when the Executive
attains the age of sixty-five (65), whichever occurs later.


 5.2 In the event of termination of this Agreement,  the lesser of the aggregate
of the premiums paid by the Employer pursuant to this Agreement, or the net cash
value in the Policy,  shall  become due and payable to the  Employer,  except as
provided  for herein.  Upon  payment of such  amount  from the Policy,  from the
Executive,  or from whatever other source,  the Employer shall execute a release
of the Collateral  Assignment  Agreement and deliver such release and the Policy
to the Owner.

 5.3 In the event of a Change of Control as defined in the  Executive's  written
Employment  Agreement  then in effect and the  Executive is entitled to benefits
for  termination  of  employment  as a result  of a Change of  Control,  then in
addition,  he shall have no  obligation  to repay  premiums  to the  Employer as
stated in Section 5.2.

SECTION 6

Taxation

 6.1 All income taxes  attributable  to the Executive  which are relevant to the
Policy or this Agreement,  whether federal,  state or local, which may be due or
may become due, are the sole responsibility of the Executive, or the Executive's
beneficiary,  while this  Agreement is in force and after it has  terminated for
any reason.

SECTION 7

Insurer Not a Party

 7.1  Metropolitan  shall not be deemed to be a party to this  Agreement for any
purpose  nor  shall  it be  deemed  in any way  responsible  for  its  validity.
Metropolitan  shall  not be  obligated  to  inquire  as to the  distribution  or
application of any monies  payable or paid by it under the Policy,  and Payments
or other performance of its contract obligations in accordance with the terms of
the Policy shall fully discharge  Metropolitan  from any and all liability under
the Policy.

SECTION 8

Notices

 8.1 Any notices required or permitted to be given under this Agreement shall be
in writing and shall be deemed properly given if sent by registered or certified
mail, addressed as follows:

         (1) Notices to Executive:






<PAGE>



         (2)  Notices to Employer:       _________________ (Bank)
                                          c/o G. E. Aumiller
                                          Keystone Financial, Inc.
                                          P.O. Box 3660
                                          Harrisburg, PA  17105-3660

         Either  party  may,  from time to time,  change  the  address  to which
notices shall be mailed by giving notice of such address in the manner  provided
herein.

SECTION 9

Other Benefits

 9.1  Participation in this Program is designed to supersede and render void the
group term life  insurance  currently  provided to the  Executive.  In all other
respects,  the benefits  described  herein are in addition to any other benefits
the Executive may have under any plan or program of the Employer, and, except as
aforementioned or otherwise expressly provided for herein,  shall supplement and
shall not supersede any other  agreement  between the Employer and the Executive
or any provision contained therein.

SECTION 10

Named Fiduciary

10.1 The  Employer is hereby  designated  as the Named  Fiduciary  of this Split
Dollar  Insurance  Program,  in accordance with the Employee  Retirement  Income
Security Act of 1974.  The business  address and  telephone  number of the Named
Fiduciary are:

                  ________________________ (Bank)
                  c/o G. E. Aumiller
                  Keystone Financial, Inc.
                  One Keystone Plaza

                  Front & Market Streets
                  P.O. Box 3660
                  Harrisburg, PA 17105-3660

         The Named  Fiduciary shall have the authority to control and manage the
operation and administration of this Program.  However,  the Named Fiduciary may
allocate its  responsibilities  for the  operation  and  administration  of this
Program, including the designation of persons who are not Named Fiduciaries,  to
carry out fiduciary responsibilities.

         The Named  Fiduciary of this Program  shall be  responsible  for making
timely delivery of any required premiums to the Insurer.

         All pertinent  documents  shall be retained by the Named  Fiduciary and
made available for examination at the above  indicated  business  address.  Upon
written request, the Program document and other information shall be provided to
the Parties of this Program.

SECTION 11

Claims Procedure

11.1  Benefits  shall be payable in accordance  with the  Agreement  provisions.
Should the  Executive  or  beneficiary  fail to receive  benefits  to which such
Executive or beneficiary  believes he or she is entitled,  a claim may be filed.
Any claim for a Program  benefit  hereunder  shall be filed by the  Executive or
beneficiary (claimant) of this Program by written  communication,  which is made
by the claimant or the claimant's authorized representative, which is reasonably
calculated to bring the claim to the attention of the Named Fiduciary.

         If a claim for a Program  benefit  is wholly  or  partially  denied,  a
written  notice of the decision  shall be furnished to the claimant by the Named
Fiduciary or his designee  within a reasonable  period of time after  receipt of
the claim by the Program, which notice shall include the following information:

     (A) The specific reason or reasons for the denial;

     (B) Specific reference to the pertinent Agreement provisions upon which the
denial is based;

     (C) A description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

     (D) An explanation of the Program's claim review procedures.

         In order that a claimant may appeal a denial of a claim,  a claimant or
his duly authorized representative:

     (A) May request a review by written application to the Named Fiduciary or
his designee not later than 60 days after receipt by the claimant of written
notification of denial of a claim;

     (B) May review pertinent documents; and

     (C) May submit issues and comments in writing.

         A decision of review of a denied  claim shall be made not later than 60
days  after the  Program's  receipt  of a request  for  review,  unless  special
circumstances  require  an  extension  of time for  processing,  in which case a
decision  shall be rendered  within a reasonable  period of time,  but not later
than 120 days after  receipt of a request  for  review.  The  decision on review
shall be in writing and shall  include the specific  reason(s)  for the decision
and the specific reference(s) to the pertinent Agreement provisions on which the
decision is based.

         Notwithstanding anything contained in this Section to the contrary, any
claim for a death benefit under an insurance  policy under this Program shall be
filed  with  the  Insurer  by  the   claimant  or  the   claimant's   authorized
representative  on the form or forms prescribed for such purpose by the Insurer.
The Insurer  shall have sole  authority  for  determining  whether a death claim
shall or shall not be paid,  either in whole or in part, in accordance  with the
terms of such  insurance  contract  which may have been purchased on the life of
the Executive.

SECTION 12

Amendment and Assignment of Agreement

12.1 This Agreement shall not be modified or amended except in writing signed by
the Parties hereto.

12.2 This Agreement is binding upon the heirs, administrators or assigns of each
Party.

12.3 Subject to provisions of any written Employment  Agreement,  this Agreement
may be terminated  by either Party with thirty (30) days' written  notice to the
other.

SECTION 13

Employment

13.1 This  Agreement  shall not in any way  constitute an  employment  agreement
between the Executive and the Employer and shall in no way obligate the Employer
to continue  the  employment  of  Executive  with the  Employer,  nor shall this
Agreement  limit the right of the Employer to terminate  Executive's  employment
with the Employer for any reason.

SECTION 14

Jurisdiction

14.1 The Parties hereto consent to the exclusive  jurisdiction  of the courts of
the Commonwealth of Pennsylvania in any and all actions arising hereunder.

SECTION 15

State Law

15.1  This   Agreement,   all  matters   involving  its  validity,   effect  and
interpretation,  and the rights of the Parties  hereunder,  shall be governed by
and construed pursuant to the laws of the Commonwealth of Pennsylvania.

SECTION 16


Interpretation

16.1 Where appropriate,  words used in the singular shall include the plural and
words used in the masculine shall include the feminine and vice versa.

IN WITNESS  WHEREOF,  the Parties  hereto  intending to be legally  bound,  have
executed this Agreement as of the day and year first above written.

                                     KEYSTONE FINANCIAL, INC.



                                     By:_____________________________________
                                              Authorized Representative


                                     (Bank)



                                     By: ___________________________________
WITNESS:                             Authorized Representative



_________________________________    _______________________________________
                                                  Employee




                            KEYSTONE FINANCIAL, INC.

                         COLLATERAL ASSIGNMENT AGREEMENT

1.   For value received, the undersigned (the "Policyowner"), as owner of Policy
     Number 200950011U (the "Policy") issued by Metropolitan Life Insurance
     Company (the "Insurer"), hereby assigns, sets over and transfers the Policy
     to Keystone Financial, Inc. and its affiliated companies  (the Assignee"),
     a corporation organized under the laws of the Commonwealth of Pennsylvania,
     as collateral security for those liabilities as may arise under the terms
     of the Split Dollar Agreement between the Policyowner and Assignee dated as
     of January 1, 2000 (the "Split Dollar Agreement"), subject to the terms and
     conditions in the Policy and to all superior liens, if any, which the
     Insurer has or may have against the Policy.

2.   The collateral  assignment  being made pursuant to this Agreement is solely
     for the purpose of  assuring  the  Assignee  of payment of the  liabilities
     under the terms of the Split Dollar Agreement.

3.   The Policyowner and the Assignee  expressly agree,  without detracting from
     the generality of the foregoing,  that the following rights are included in
     this Agreement and pass to the Assignee by virtue hereof:

     A.  The right to collect the proceeds of the Policy, up to its interest,
         from the Insurer when the Policy becomes a claim by death or becomes
         due in accordance with the Split Dollar Agreement.
     B.  The right to surrender the Policy and receive the cash surrender value,
         up to its interest, pursuant to the Policy
         provisions and in accordance with Paragraph 5(D) of this Agreement.
     C.  The right to assign,  sell or convey only the amount of its interest in
         the Policy, subject to the interest of the Policyowner,  to a successor
         company  in the event of a Change of  Control  as  defined in the Split
         Dollar Agreement.  In the event of such assignment,  sale or conveyance
         Assignee  must provide the  Policyowner  with  written  notice at least
         thirty (30) days prior to said assignment,  sale or conveyance,  either
         in person or by mail as provided for in the Split Dollar Agreement.

4.   The Policyowner and the Assignee expressly agree that as long as the Policy
     has  not  been  surrendered,  the  following  rights  are  reserved  by the
     Policyowner  and excluded from this  assignment,  and do not pass by virtue
     hereof.

     A.  The sole right to designate and change the beneficiary.
     B.  The sole right to elect any Optional Mode of Settlement permitted by
         the Policy or permitted by the Insurer

5.       The Assignee covenants and agrees with the Policyowner:

     A.  That the Insurer,  in the event of a death claim,  shall be authorized
         to issue separate  checks to pay the amounts due to each party,  up to
         their  interests,  and in accordance with this Agreement and the Split
         Dollar Agreement.

     B.  That any amounts  due to be paid by the Insurer  pursuant to the terms
         of the  Policy  and this  Agreement  in  excess  of the then  existing
         liabilities of the Policyowner  under the Split Dollar Agreement shall
         be paid by the  Insurer  to the  persons  entitled  thereto  under the
         Policy had this Agreement not been  executed,  provided  however,  any
         amount in excess of the entitlement of the policyowner under the Split
         Dollar Agreement shall be paid to the assignee.

     C.  In the event any  amounts  are paid to the  Assignee by the Insurer to
         which the Assignee is not entitled pursuant to the terms of the Policy
         and this  Agreement,  said amounts are to be immediately  forwarded to
         the persons entitled thereto. If this is not done within ten (10) days
         the persons so entitled to the benefits may initiate legal action in a
         court of  competent  jurisdiction  as provided for in the Split Dollar
         Agreement.  Any and all reasonable legal fees and expenses incurred by
         the entitled  persons to enforce their rights to receive such benefits
         shall be the sole responsibility of the Assignee.

     D.  That the Assignee  will not exercise  either the right to surrender or
         withdraw from the Policy unless and until there has been an occurrence
         of some event specifically  stated in the Split Dollar Agreement which
         calls for the  Assignee  to recover  amounts to which the  Assignee is
         entitled  under the  Policy.  In any  event,  the  Assignee  shall not
         exercise  any of its rights  under the Policy  until  thirty (30) days
         after the Assignee shall have mailed, by registered or certified mail,
         to the  Policyowner  at the address  last  supplied  to the  Assignee,
         specifically  referring  to this  assignment,  notice of  intention to
         exercise such right.

Upon the full payment of all liabilities under the Split Dollar Agreement by the
Policyowner  to  the  Assignee,   the  Assignee  shall  execute  an  appropriate
instrument of release of this assignment .

The Insurer shall be fully protected and discharged  from further  obligation by
paying  in  reliance  upon the  terms of the  Policy  and/or  the  terms of this
Agreement.  The  Insurer  shall not be bound by the  terms of the  Split  Dollar
Agreement  and may  rely on any  written  assurance  concerning  such  Agreement
provided  to the  Insurer by the  Policyowner  or the  Assignee.  Any  conflicts
between this assignment and any other  agreement,  with respect to the rights of
the Assignee under the Policy, shall be resolved in accordance with the terms of
this assignment.

By their signatures to this Agreement,  the parties acknowledge that (1) neither
the Insurer which is the issuer of the Policy,  nor any agent  thereof,  nor any
person acting on its behalf,  has given any legal or tax advice  concerning this
Agreement;  and (2)  that the  execution  of this  document  has  legal  and tax
consequences and should not be signed without the advice of their own attorneys.

ATTEST:                                        KEYSTONE FINANCIAL, INC.


__________________________________      By:  _________________________________




WITNESS:
__________________________________           _________________________________
                                                        Executive