KEYSTONE FINANCIAL, INC.

                             1992 DIRECTOR FEE PLAN
            (as amended through Amendment No. 4 adopted May 20, 1999)

                                    SECTION 1

                         Purpose; Reservation of Shares

         The purposes of the 1992  Director Fee Plan (the "Plan") are to provide
Directors   (as   hereinafter   defined)  of  Keystone   Financial,   Inc.  (the
"Corporation")  and its Subsidiaries with payment  alternatives for fees payable
for services as a member of a Board (as  hereinafter  defined) or any  committee
thereof  ("Director  Fees") and to  increase  the  identification  of  interests
between such  Directors and the  shareholders  of the  Corporation  by providing
Directors the opportunity to elect to receive payment of Director Fees in shares
of Common Stock, par value $2.00 per share, of the Corporation ("Common Stock").
For purposes of the Plan,  the term  "Subsidiary"  means any  corporation  in an
unbroken chain of corporations  beginning with the  Corporation,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes  of  stock  in one of the  other  corporations  in the  chain.  For each
calendar  year,  the  aggregate  number of shares of Common  Stock  which may be
issued under Current Stock Elections or credited to Deferred Stock  Compensation
Accounts for  subsequent  issuance  under the Plan is limited to 75,000  shares,
subject to adjustment and substitution as set forth in Section 5(b).

                                    SECTION 2

                                   Eligibility

         Any  Director of the  Corporation  or a  Subsidiary  who is  separately
compensated  for  services  on a Board or on any  committee  of a Board shall be
eligible to  participate  in the Plan. The term  "Director"  shall  include,  in
addition to actual  Directors of the  Corporation  or a Subsidiary,  individuals
holding the status of  advisory  directors  (as that term is used in  applicable
regulations  of the Office of the  Comptroller of the Currency) for a Subsidiary
and to whom the  Corporation  may  refer as  "consulting  directors,"  "business
development  directors,"  "non-bank  board  directors" or such other term as the
Corporation may deem appropriate. The term "Board" shall include, in addition to
the Board of  Directors  of the  Corporation  or a  Subsidiary,  any regional or
advisory Board of a Subsidiary to which the Corporation may refer as a "Business
Development  Board,"  "Associate  Board," "Regional Board" or such other term as
the Corporation may deem appropriate.

                                    SECTION 3

                                    Elections

         (a)  General.  Each  Director may elect to receive  current  payment of
Director  Fees (on the date on which the Director  Fees are  payable)  either in
cash or in shares of Common Stock. Each Director also may elect to defer payment
of Director Fees for a calendar year and to receive such deferred payment either
in cash or in shares of Common  Stock.  The  election  by a Director  to receive
payment of  Director  Fees other than in cash on the date on which the  Director
Fees  are  otherwise  payable  is made  by  filing  with  the  Secretary  of the
Corporation a Notice of Election in the form  prescribed by the  Corporation (an
"Election").  Director  Fees  earned  at any time for which an  Election  is not
effective shall be paid in cash on the date when the Director Fees are otherwise
payable. Subject to the terms of the Plan, an Election may be changed,  modified
or terminated  by filing with the  Secretary of the  Corporation a new Notice of
Election,  with respect to a change or modification,  or a Notice of Termination
in the form prescribed by the  Corporation,  with respect to a termination.  Any
Election  shall  terminate  on the date a Director  ceases to be a member of all
Boards. Any Notice of Election or Notice of Termination shall become irrevocable
when  filed,  except by the  filing of a new Notice of  Election  or a Notice of
Termination which thereafter becomes effective in accordance with the provisions
of this Section 3.  Notwithstanding the provisions set forth below regarding the
effective  date of an Election,  no Election  filed which changes or modifies an
existing  Election  shall  become  effective  until  the  existing  Election  is
terminated or modified by the new Election under the provisions set forth below.

         (b) Current Stock  Payment.  Subject to the provisions of Sections 3(c)
and 3(d),  an Election to receive  payment of Director  Fees in shares of Common
Stock on the date on which the  Director  Fees are  payable  (a  "Current  Stock
Election")  shall be  effective  on the date on which the Notice of  Election is
filed.  The Current Stock  Election may be terminated  (i) by filing a Notice of
Termination,  in which case the  termination  shall be effective on the date the
Notice of Termination  is filed or (ii) by filing a Notice of Election  changing
the method of payment, in which case the termination shall be effective when the
new Election becomes  effective as provided in Section 3(c) or 3(d).  During the
period a Current Stock Election is effective, all Director Fees payable shall be
paid by the issuance to the Director of a number of whole shares of Common Stock
equal to the Director Fees payable divided by the Fair Market Value of one share
of the Common Stock, as defined in Section 11 hereof,  on the date on which such
Director  Fees are  payable.  Any amount of  Director  Fees which is not paid in
Common  Stock on the date  otherwise  payable  because less than the Fair Market
Value of a whole share shall be accumulated  in cash without  interest and added
to the amount used in computing the number of shares of Common Stock issuable on
the next  succeeding  date on which  Director Fees are payable under the Current
Stock  Election.  Any such  accumulated  fractional  amount  remaining as of the
effective  date  of  any  termination  of a  Current  Stock  Election  or of the
termination  of the  Plan  shall  be paid to the  Director  in cash on the  next
succeeding  date on which  Director Fees would have been payable to the Director
under the Current Stock Election. The Corporation shall issue share certificates
to the  Director  for the shares of Common  Stock  acquired  or, if requested in
writing by the Director,  the shares  acquired  shall be added to the Director's
account under the Corporation's  Dividend  Reinvestment  Plan. As of the date on
which the  Director  Fees are payable in shares of Common  Stock,  the  Director
shall be a shareholder of the Corporation with respect to such shares.

         (c) Deferred Cash Payment.  Subject to the next succeeding sentence, an
Election  to defer the  receipt  of all or a  portion  of  Director  Fees and to
receive  eventual  payment  of such  Director  Fees in  cash (a  "Cash  Deferral
Election")  shall be  effective on January 1 of the year  following  the date on
which the  Notice  of  Election  is filed.  A Cash  Deferral  Election  shall be
effective  on the date the Notice of Election is filed with  respect to Director
Fees payable for any portion of a calendar  year which  remains at the time of a
person's  initial  election  to  the  office  of  Director,  or  any  subsequent
re-election  if  immediately  prior  thereto  such  person was not  serving as a
Director,  provided  the Director  files such Notice of Election  within 30 days
subsequent to being  elected or  re-elected as a Director.  If only a portion of
Director's Fees otherwise  payable during a calendar year are deferred  pursuant
to a Cash  Deferral  Election,  the Director  Fees  deferred  shall be the first
Director  Fees paid during such year after the Cash  Deferral  Election  becomes
effective  up to the amount of the Director  Fees subject to such Cash  Deferral
Election,  and any later  Director Fees with respect to such calendar year shall
be paid to the Director  currently in cash. A Cash Deferral  Election may not be
modified or  terminated  with respect to Director  Fees payable for the calendar
year or for any portion of a calendar year for which such Cash Deferral Election
is effective, and such Cash Deferral Election,  unless modified or terminated by
filing a new Notice of Election or a Notice of Termination on or before December
31  immediately  preceding  the  calendar  year for which such  modification  or
termination  is to be  effective,  shall be effective  for and apply to Director
Fees payable with respect to each subsequent calendar year.

         (d) Deferred Stock Payment. Subject to the next succeeding sentence, an
Election to defer the receipt of Director Fees and to receive  eventual  payment
of such  Director Fees in shares of Common Stock (a "Stock  Deferral  Election")
shall be  effective  on  January 1 of the year  following  the date on which the
Notice of Election is filed. A Stock Deferral Election shall be effective on the
date the Notice of Election is filed with  respect to Director  Fees payable for
any portion of a calendar year which  remains at the time of a person's  initial
election to the office of Director, or any subsequent re-election if immediately
prior  thereto such person was not serving as a Director,  provided the Director
files such  Notice of Election  within 30 days  subsequent  to being  elected or
re-elected as a Director.  A Stock Deferral Election shall apply to all Director
Fees otherwise payable while such Stock Deferral Election is effective.  A Stock
Deferral  Election  may not be modified or  terminated  with respect to Director
Fees  payable for the  calendar  year or for any portion of a calendar  year for
which such Stock Deferral  Election is effective.  A Stock Deferral Election may
be modified or terminated with respect to future Director Fees payable, but such
modification  or termination  shall not be effective until January 1 of the year
following the date on which a new Notice of Election or a Notice of  Termination
is filed. A Stock Deferral Election shall continue in effect until the effective
date of any modification or termination.

         (e)  Transition  Provision.  To the extent  there is any  inconsistency
between the  provisions of the Plan as amended by Amendment No. 2 and a deferral
election or the time of payment  provisions of the Plan prior to such  Amendment
No. 2, with respect to deferrals of Director  Fees for periods  prior to January
1, 1994, the deferral election or prior Plan payment provisions shall control.

         (f) Retainer Fees.  Notwithstanding  any other  provision  contained in
this Section 3, effective on the date provided in Section 3(f)(3),  all retainer
fees  payable to  Directors  who are  members of the Board of  Directors  of the
Corporation  or a  Subsidiary  for service in such  capacity  ("Retainer  Fees")
shall,  to the extent shares remain  available for such purpose under Section 1,
be payable in shares of Common Stock on a current or deferred  basis as provided
in this Section 3(f). As used in this Section 3(f),  the term  "Director"  shall
include  only  persons who are actual  members of the Board of  Directors of the
Corporation  or a  Subsidiary  and shall not include any  advisory,  consulting,
business development or similar directors.

                 (1) Current  Payment.  Unless a Retainer  Deferral  Election is
        effective for a Director as provided in Section  3(f)(2) or as otherwise
        provided in Section 3(f)(3),  Retainer Fees shall be payable in the same
        manner as if a Current Stock Election had been made and become effective
        with respect to such Director Fees under Section 3(b).

                 (2) Deferred Payment.  Subject to the next succeeding sentence,
        an  Election  to defer  the  receipt  of  Retainer  Fees and to  receive
        eventual  payment  of such  Director  Fees in shares of Common  Stock (a
        "Retainer  Deferral  Election")  shall be  effective on January 1 of the
        year  following  the date on which the Notice of  Election  is filed.  A
        Retainer  Deferral Election shall be effective on the date the Notice of
        Election  is filed with  respect to  Retainer  Fees  payable  during any
        portion  of a  calendar  year  which  remains  at the time of a person's
        initial   election  to  the  office  of   Director  or  any   subsequent
        re-election,  if immediately  prior thereto such person was not eligible
        to participate  in the Plan,  provided the Director files such Notice of
        Election  prior to or  within 30 days  subsequent  to being  elected  or
        re-elected as a Director.  A Retainer  Deferral  Election shall apply to
        all  Retainer  Fees  otherwise  payable  while  such  Retainer  Deferral
        Election is  effective,  except that until  January 1, 2000,  a Retainer
        Deferral  Election filed on or before December 31, 1998 shall apply only
        to  Retainer  Fees  payable  for  services  as a member  of the Board of
        Directors of the Corporation.  A Retainer  Deferral  Election may not be
        modified or  terminated  with  respect to Retainer  Fees payable for the
        calendar  year or for any  portion  of a  calendar  year for which  such
        Retainer  Deferral  Election is effective.  A Retainer Deferral Election
        may be modified  or  terminated  with  respect to future  Retainer  Fees
        payable,  but such  modification  or termination  shall not be effective
        until January 1 of the year  following the date on which a new Notice of
        Election  or a Notice of  Termination  is  filed.  A  Retainer  Deferral
        Election  shall  continue  in  effect  until the  effective  date of any
        modification  or  termination.  For all  purposes of the Plan other than
        this Section 3, a Retainer  Deferral  Election  shall be considered  and
        treated in the same manner as a Stock  Deferral  Election  under Section
        3(d).

                 (3) Effective Dates;  Transition Provisions.  This Section 3(f)
        is  effective  for  Retainer  Fees for  services  as a  Director  of the
        Corporation  payable on or after May 16, 1995 and will be effective  for
        Retainer  Fees for services as a Director of a Subsidiary  payable on or
        after May 20, 1999.  The  remaining  provisions of this Section 3 and of
        the Plan  shall  continue  to  apply to all  Director  Fees  other  than
        Retainer Fees payable for services as a member of the Board of Directors
        of the  Corporation  or a  Subsidiary.  When this  Section  3(f) becomes
        effective  for a type of Retainer  Fees and  thereafter,  all  Elections
        other than Retainer  Deferral  Elections  shall be deemed  automatically
        modified to exclude such  Retainer  Fees,  except that until  January 1,
        2000, a Stock  Deferral  Election  filed on or before  December 31, 1998
        shall  continue to apply to  Retainer  Fees  payable  for  services as a
        Director of a Subsidiary.

                                    SECTION 4

                       Deferred Cash Compensation Account

         (a) General.  The amount of any Director  Fees  deferred in  accordance
with a Cash  Deferral  Election  shall be  credited  on the  date on which  such
Director Fees are  otherwise  payable to a deferred  cash  compensation  account
maintained  by the  Corporation  or a Subsidiary  in the name of the Director (a
"Deferred Cash  Compensation  Account").  A separate  Deferred Cash Compensation
Account  shall be  maintained  for each  calendar  year for which a Director has
elected a different number of payment installments or as otherwise determined by
the Board of the Corporation.

         (b)  Adjustment  for Earnings or Losses.  The amount in the  Director's
Deferred Cash Compensation  Account shall be adjusted on a quarterly basis as of
the last day of each calendar  quarter to reflect net earnings,  gains or losses
for the quarter.  The adjustment for earnings,  gains or losses for each quarter
shall be equal to the amount determined under (1) or (2) below as follows:

                  (1) Moody's  Long-Term  Corporate Bond Rates. The total amount
         determined by  multiplying  (A) one hundred and five percent  (105%) of
         the average of the Moody's Long-Term Corporate Bond Rates for the three
         (3) months in the current  calendar  quarter divided by twelve,  by (B)
         the balance in the Director's Deferred Cash Compensation  Account as of
         the end of each month in the current quarter; or

                  (2) Deemed  Investment  Funds. The total amount  determined by
         multiplying  the  rate  earned  (positive  or  negative)  by each  fund
         available under the Plan (taking into account earnings  distributed and
         share  appreciation  (gains) or  depreciation  (losses) on the value of
         shares of the fund) for each month of the current  calendar  quarter by
         the portion of the balance in the Director's Deferred Cash Compensation
         Account as of the end of each such month, respectively, which is deemed
         to be invested in the fund pursuant to paragraph (3) below.  Subject to
         elimination,  modification  or addition by the  Corporation's  Board of
         Directors,  the  funds  available  under  the Plan  for the  Director's
         election of deemed investments pursuant to paragraph (3) below shall be
         the same as the funds  (other than the  Keystone  Stock Fund) which are
         available  from time to time for  actual  investment  of  participants'
         contributions under the Corporation's 401(k) Savings Plan.

                  (3)  Deemed Investment Elections.
                       ---------------------------

                           (A)  The  Director   shall   designate,   on  a  form
                  prescribed by the Corporation,  the percentage, in ten percent
                  (10%)  multiples (or such other  percentage as permitted  from
                  time to time by the Board of the Corporation), of the deferred
                  Director  Fees  that are to be deemed  to be  invested  in the
                  available funds under paragraph (2) above, with the balance of
                  the  deferred   Director  Fees  to  receive   interest  credit
                  according to paragraph (1) above.  Said  designation  shall be
                  effective on a date specified by the Board of the  Corporation
                  and  remain in effect  and  apply to all  subsequent  deferred
                  Director Fees until changed as provided below.

                           (B) A  Director  may elect to  change,  on a calendar
                  quarter basis, the deemed investment  election under paragraph
                  (A) above with respect to future deferred  Director Fees among
                  one or more of the options then available by written notice to
                  the Secretary of the Corporation,  on a form prescribed by the
                  Corporation (or by voice or other form of notice  permitted by
                  the Corporation), at least 30 days before the first day of the
                  calendar  quarter as of which the  change is to be  effective,
                  with such change to be effective  for deferred  Director  Fees
                  credited to the Deferred Cash Compensation Account on or after
                  the effective date.

                           (C) A Director may elect to reallocate the balance of
                  his Deferred Cash Compensation Account, subject to limitations
                  imposed by the Board of the Corporation, on a calendar quarter
                  basis,   in  ten  percent  (10%)   multiples  (or  such  other
                  percentage as permitted  from time to time by the Board of the
                  Corporation),   among  the  deemed  investment   options  then
                  available.  A Director  may make such an  election  by written
                  notice  to  the  Secretary  of  the  Corporation,  on  a  form
                  prescribed  by the  Corporation  (or by voice or other form of
                  notice permitted by the Corporation),  at least 30 days before
                  the first day of the calendar quarter as of which the transfer
                  election is to be effective, with such transfer to be based on
                  the value of the  Deferred  Cash  Compensation  Account on the
                  last day of the preceding quarter.

                           (D) The  election  of  deemed  investments  among the
                  options  provided  above shall be the sole  responsibility  of
                  each Director. The Corporation,  the Subsidiaries,  Directors,
                  and   Board   members   are  not   authorized   to  make   any
                  recommendation  to any Director with respect to such election.
                  Each Director  assumes all risk  connected with any adjustment
                  to  the  value  of his  Deferred  Cash  Compensation  Account.
                  Neither the Board, the Corporation,  nor any Subsidiary in any
                  way guarantees against loss or depreciation.

                           (E) All payments from the Plan shall be made from the
                  portion of the Director's  Deferred Cash Compensation  Account
                  which  is  deemed  to be  invested  in the  Moody's  Long-Term
                  Corporate  Bond Rates first,  the Fixed Income Fund next,  the
                  Balanced Fund next,  the Core Equity Fund next, the Aggressive
                  Equity  Fund  next,  the Global  Fund next,  and last from all
                  other  funds  in the  order  established  by the  Board of the
                  Corporation.

                  (4)  Other  Options.  In  addition  to,  or in  lieu  of,  the
         investment options described above, other funds may be established from
         time to time, as determined  by the  Corporation's  Board of Directors,
         and such  Board may  provide  any other  form of  investment  option it
         determines  to be  advisable;  provided,  however,  that such funds and
         options shall be made available and  communicated to all Directors on a
         uniform basis.

         (c) Manner of  Payment.  The  balance  of a  Director's  Deferred  Cash
Compensation  Account  will be paid to the  Director  or,  in the  event  of the
Director's death, to the Director's designated  beneficiary,  in accordance with
the Cash  Deferral  Election.  A Director may elect at the time of filing of the
Notice of  Election  for a Cash  Deferral  Election  to  receive  payment of the
Director Fees in annual  installments  rather than a lump sum, provided that the
payment period for installment payments shall not exceed ten years following the
Payment  Commencement  Date, as described in Section 6 hereof. The amount of any
installment shall be determined by multiplying (i) the balance in the Director's
Deferred Cash  Compensation  Account on the date of such  installment  by (ii) a
fraction,  the  numerator  of which is one and the  denominator  of which is the
number of  remaining  unpaid  installments.  The  balance of the  Deferred  Cash
Compensation  Account shall be  appropriately  reduced on the date of payment to
the Director or the Director's designated beneficiary to reflect the installment
payments  made  hereunder.  Amounts held pending  distribution  pursuant to this
Section 4(c) shall continue to be credited with the earnings, gains or losses on
a quarterly  basis as  described in Section  4(b)  hereof.  Notwithstanding  the
provisions  of any Cash Deferral  Election,  if the balance in any Deferred Cash
Compensation  Account  (including any separate Account maintained for a Director
as  referred  to in the  second  sentence  of  Section  4(a)) as of the  Payment
Commencement Date is less than $5,000, the Corporation may in its discretion pay
the  balance  of the  Account  to the  Director  or  the  Director's  designated
beneficiary in a single lump sum.

                                    SECTION 5

                       Deferred Stock Compensation Account

         (a) General.  The amount of any Director  Fees  deferred in  accordance
with  a  Stock  Deferral   Election  shall  be  credited  to  a  deferred  stock
compensation  account  maintained by the Corporation or a Subsidiary in the name
of the Director (a "Deferred Stock Compensation  Account").  A separate Deferred
Stock Compensation  Account shall be maintained for each calendar year for which
a  Director  has  elected a  different  number  of  payment  installments  or as
otherwise  determined  by the  Board of the  Corporation.  On each date on which
Director Fees are otherwise  payable and a Stock Deferral  Election is effective
for a Director,  the  Director's  Deferred Stock  Compensation  Account for that
calendar  year  shall be  credited  with a number  of  shares  of  Common  Stock
(including  fractional shares) equal to the Director Fees payable divided by the
Fair  Market  Value of one share of the Common  Stock,  as defined in Section 11
hereof,  on the date on which such Director  Fees are payable.  If a dividend or
distribution  is paid on the Common Stock in cash or property  other than Common
Stock,  on the date of payment of the dividend or distribution to holders of the
Common Stock each Deferred Stock  Compensation  Account shall be credited with a
number of shares of Common  Stock  (including  fractional  shares)  equal to the
number of shares of Common Stock  credited to such Account on the date fixed for
determining the  shareholders  entitled to receive such dividend or distribution
times the amount of the dividend or distribution  paid per share of Common Stock
divided by the Fair Market Value of one share of the Common Stock, as defined in
Section 11 hereof, on the date on which the dividend or distribution is paid. If
the dividend or distribution is paid in property,  the amount of the dividend or
distribution  shall equal the fair market  value of the  property on the date on
which the dividend or  distribution  is paid.  The Deferred  Stock  Compensation
Account of a Director  shall be  charged  on the date of  distribution  with any
distribution  of shares of Common Stock made to the  Director  from such Account
pursuant to Section 5(c) hereof.

         (b) Adjustment and  Substitution.  The number of shares of Common Stock
credited to each Deferred Stock Compensation  Account,  and the number of shares
of Common  Stock  available  for  issuance or  crediting  under the Plan in each
calendar  year in  accordance  with Section 1 hereof,  shall be  proportionately
adjusted to reflect any dividend or other distribution on the outstanding Common
Stock  payable in shares of Common  Stock or any split or  consolidation  of the
outstanding  shares of Common Stock. If the  outstanding  Common Stock shall, in
whole or in part,  be changed  into or  exchangeable  for a  different  class or
classes of securities of the Corporation or securities of another corporation or
cash or  property  other than  Common  Stock,  whether  through  reorganization,
reclassification,  recapitalization,  merger,  consolidation  or otherwise,  the
Board of the  Corporation  shall adopt such  amendments  to the Plan as it deems
necessary  to carry out the  purposes  of the  Plan,  including  the  continuing
deferral of any amount of any Deferred Stock Compensation Account.

         (c) Manner of  Payment.  The  balance of a  Director's  Deferred  Stock
Compensation  Account will be paid in shares of Common Stock to the Director or,
in the event of the Director's death, to the Director's designated  beneficiary,
in accordance with the Stock Deferral Election. A Director may elect at the time
of filing of the Notice of  Election  for a Stock  Deferral  Election to receive
payment of the shares of Common Stock credited to the Director's  Deferred Stock
Compensation  Account in annual  installments  rather than a lump sum,  provided
that the  payment  period for  installment  payments  shall not exceed ten years
following the Payment  Commencement  Date as described in Section 6 hereof.  The
number of  shares  of Common  Stock  distributed  in each  installment  shall be
determined  by  multiplying  (i) the  number of  shares  of Common  Stock in the
Deferred Stock Compensation  Account on the date of payment of such installment,
by (ii) a fraction,  the numerator of which is one and the  denominator of which
is the number of remaining unpaid installments, and by rounding such result down
to the nearest  whole  number of shares.  The balance of the number of shares of
Common Stock in the Deferred Stock  Compensation  Account shall be appropriately
reduced in  accordance  with  Section  5(a)  hereof to reflect  the  installment
payments made  hereunder.  Shares of Common Stock  remaining in a Deferred Stock
Compensation  Account pending  distribution  pursuant to this Section 5(c) shall
continue to be credited with respect to dividends or  distributions  paid on the
Common Stock  pursuant to Section 5(a) hereof and shall be subject to adjustment
pursuant to Section 5(b) hereof.  If a lump sum payment or the final installment
payment  hereunder would result in the issuance of a fractional  share of Common
Stock,  such  fractional  share  shall  not be  issued  and cash in lieu of such
fractional share shall be paid to the Director based on the Fair Market Value of
a share  of  Common  Stock,  as  defined  in  Section  11  hereof,  on the  date
immediately  preceding the date of such  payment.  The  Corporation  shall issue
share certificates to the Director,  or the Director's  designated  beneficiary,
for the shares of Common Stock distributed hereunder, or if requested in writing
by the Director,  the shares to be distributed  shall be added to the Director's
account under the Corporation's  Dividend  Reinvestment  Plan. As of the date on
which the Director is entitled to receive  payment of shares of Common Stock,  a
Director shall be a shareholder of the Corporation  with respect to such shares.
Notwithstanding  the  provisions  of any Stock  Deferral  Election,  if the Fair
Market Value of any Deferred Stock Compensation  Account (including any separate
Account  maintained  for a Director  as  referred  to in the second  sentence of
Section  5(a)) as of the  Payment  Commencement  Date is less than  $5,000,  the
Corporation may in its discretion pay the balance of the Account to the Director
or the Director's designated beneficiary in a single lump sum.

                                    SECTION 6

                            Payment Commencement Date

         Payment  of  amounts  in a  Deferred  Cash  Compensation  Account  or a
Deferred Stock  Compensation  Account shall commence on March 30 (or if March 30
is not a business day, on the first preceding business day) of the calendar year
following the calendar  year during which the Director  ceases to be a member of
all Boards for any reason, including death or disability.

                                    SECTION 7

                             Beneficiary Designation

         A  Director  may  designate,   in  the  Beneficiary   Designation  form
prescribed by the Corporation,  any person to whom payments of cash or shares of
Common Stock are to be made if the Director dies before receiving payment of all
amounts due hereunder.  A beneficiary  designation  will be effective only after
the  signed  beneficiary  designation  form is filed with the  Secretary  of the
Corporation  while  the  Director  is alive  and  will  cancel  all  beneficiary
designations  signed and filed  earlier.  If the  Director  fails to designate a
beneficiary,  or if all designated  beneficiaries of the Director die before the
Director or before complete payment of all amounts due hereunder,  any remaining
unpaid amounts shall be paid in one lump sum to the estate of the last to die of
the Director or the Director's designated beneficiaries, if any.

                                    SECTION 8

                          Non-Alienability of Benefits

         Neither the Director  nor any  beneficiary  designated  by the Director
shall have the right to,  directly or indirectly,  alienate,  assign,  transfer,
pledge, anticipate or encumber (except by reason of death) any amount that is or
may be payable hereunder,  nor shall any such amount be subject to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by  creditors  of  the  Director  or  the   Director's   designated
beneficiary or to the debts, contracts,  liabilities,  engagements,  or torts of
any Director or designated  beneficiary,  or transfer by operation of law in the
event of bankruptcy or  insolvency  of the Director or any  beneficiary,  or any
legal process.

                                    SECTION 9

                           Nature of Deferred Accounts

         Any Deferred Cash Compensation  Account or Deferred Stock  Compensation
Account and any cash fractional  amount  accumulated under Section 3(c) shall be
established and maintained only on the books and records of the Corporation or a
Subsidiary,  and no assets or funds of the Corporation, a Subsidiary or the Plan
or shares of Common Stock of the Corporation shall be removed from the claims of
the Corporation's or a Subsidiary's  general or judgment  creditors or otherwise
made  available  until such amounts are  actually  payable to Directors or their
designated beneficiaries as provided herein. The Plan constitutes a mere promise
by the Corporation or a Subsidiary to make payments in the future. The Directors
and their designated beneficiaries shall have the status of, and their rights to
receive a payment of cash or shares of Common  Stock  under the Plan shall be no
greater than the rights of, general  unsecured  creditors of the  Corporation or
the applicable Subsidiary. No person shall be entitled to any voting rights with
respect to shares credited to a Deferred Stock Compensation  Account and not yet
payable to a Director or the Director's designated beneficiary.  The Corporation
and  Subsidiaries  shall not be obligated  under any  circumstance to fund their
respective  financial  obligations  under the Plan and the Plan is  intended  to
constitute an unfunded plan for tax purposes.  However,  the  Corporation or any
Subsidiary may, in its discretion,  set aside funds in a trust or other vehicle,
subject to the  claims of its  creditors,  in order to assist it in meeting  its
obligations  under the Plan, if such  arrangement  will not cause the Plan to be
considered a funded deferred  compensation  plan under the Internal Revenue Code
of 1986,  as  amended,  and  provided,  further,  that any trust  created by the
Corporation  or a  Subsidiary,  and any assets  held by such trust to assist the
Corporation  or the  Subsidiary in meeting its  obligations  under the Plan will
conform to the terms of the model  trust,  as  described  in Rev.  Proc.  92-64,
1992-2 C.B. 422 or any successor.

                                   SECTION 10

                   Administration of Plan; Hardship Withdrawal

         Full power and authority to construe,  interpret,  and  administer  the
Plan shall be vested in the Board of the  Corporation.  Decisions  of such Board
shall be final,  conclusive,  and binding upon all parties.  Notwithstanding the
terms  of a Cash  Deferral  Election  or a  Stock  Deferral  Election  made by a
Director  hereunder,  the Board of the Corporation  may, in its sole discretion,
permit the  withdrawal  of amounts  credited  to a  Deferred  Cash  Compensation
Account or shares credited to a Deferred Stock Compensation Account with respect
to  Director  Fees  previously  payable,  upon the  request of a Director or the
Director's representative, or following the death of a Director upon the request
of a Director's beneficiary or such beneficiary's representative,  if such Board
determines that the Director or the Director's beneficiary,  as the case may be,
is  confronted  with  an   unforeseeable   emergency.   For  this  purpose,   an
unforeseeable emergency is an unanticipated emergency caused by an event that is
beyond the control of the Director or the Director's  beneficiary and that would
result  in  severe  financial   hardship  to  the  Director  or  the  Director's
beneficiary if an early hardship withdrawal were not permitted.  The Director or
the  Director's  beneficiary  shall  provide to such Board such  evidence as the
Board, in its discretion may require to demonstrate  that such emergency  exists
and financial  hardship  would occur if the withdrawal  were not permitted.  The
withdrawal  shall be limited  to the  amount or to the number of shares,  as the
case may be,  necessary  to meet the  emergency.  For  purposes  of the Plan,  a
hardship shall be considered to constitute an immediate and unforeseen financial
hardship if the  Director  has an  unexpected  need for cash to pay for expenses
incurred by him or a member of his immediate  family  (spouse  and/or natural or
adopted  children) such as those arising from illness,  casualty loss, or death.
Cash needs arising from foreseeable  events, such as the purchase or building of
a house or  education  expenses  will not be  considered  to be the result of an
unforeseeable financial emergency. Payment shall be made, as soon as practicable
after the Board of the  Corporation  approves  the  payment and  determines  the
amount of the payment or number of shares which shall be withdrawn,  in a single
lump sum from the portion of the Deferred Cash Compensation  Account or Deferred
Stock Compensation  Account,  as applicable,  for calendar years beginning on or
after January 1, 1994 with the longest number of installment payments first, and
then from the portion of the same account representing  calendar years beginning
prior to January 1, 1994 with the latest Payment  Commencement  Dates first,  in
each case in accordance with Section  4(b)(3)(E) if the distribution is from the
Deferred  Cash  Compensation  Account.  No  Director  shall  participate  in any
decision of such Board regarding such Director's  request for a withdrawal under
this Section 10.

                                   SECTION 11

                                Fair Market Value

         Fair market  value of the Common  Stock  shall be the mean  between the
following prices,  as applicable,  for the date as of which fair market value is
to be determined as quoted in The Wall Street Journal (or in such other reliable
publication as the Board of the Corporation or its delegate,  in its discretion,
may  determine to rely upon):  (a) if the Common Stock is listed on the New York
Stock  Exchange,  the  highest and lowest  sales  prices per share of the Common
Stock as quoted in the NYSE-Composite Transactions listing for such date, (b) if
the Common  Stock is not listed on such  exchange,  the highest and lowest sales
prices  per share of Common  Stock for such date on (or on any  composite  index
including) the principal United States securities  exchange registered under the
Securities  Exchange Act of 1934 on which the Common Stock is listed,  or (c) if
the Common  Stock is not listed on any such  exchange,  the  highest  and lowest
sales  prices  per  share of the  Common  Stock  for such  date on the  National
Association of Securities  Dealers Automated  Quotations System or any successor
system then in use  ("NASDAQ").  If there are no such sale price  quotations for
the date as of which fair market  value is to be  determined  but there are such
sale price  quotations  within a  reasonable  period  both before and after such
date, then fair market value shall be determined by taking a weighted average of
the means  between the highest and lowest  sales  prices per share of the Common
Stock as so quoted on the nearest  date  before and the  nearest  date after the
date as of which fair market value is to be  determined.  The average  should be
weighted inversely by the respective numbers of trading days between the selling
dates and the date as of which fair market value is to be  determined.  If there
are no such sale price  quotations on or within a reasonable  period both before
and after the date as of which fair market value is to be determined,  then fair
market value of the Common Stock shall be the mean between the bona fide bid and
asked prices per share of Common Stock as so quoted for such date on NASDAQ,  or
if none, the weighted  average of the means between such bona fide bid and asked
prices on the nearest trading date before and the nearest trading date after the
date as of which fair market value is to be  determined,  if both such dates are
within a  reasonable  period.  The  average  is to be  determined  in the manner
described above in this Section 11. If the fair market value of the Common Stock
cannot be determined on the basis previously set forth in this Section 11 on the
date as of  which  fair  market  value  is to be  determined,  the  Board of the
Corporation or its delegate shall in good faith  determine the fair market value
of the Common Stock on such date. Fair market value shall be determined  without
regard to any restriction  other than a restriction  which,  by its terms,  will
never lapse.

                                   SECTION 12

                       Securities Laws; Issuance of Shares

         The  obligation of the  Corporation to issue or credit shares of Common
Stock under the Plan shall be subject to (i) the effectiveness of a registration
statement  under the  Securities  Act of 1933, as amended,  with respect to such
shares, if deemed necessary or appropriate by counsel for the Corporation,  (ii)
the condition  that the shares shall have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange, if any, on which the
Common  Stock  shares  may then be listed and (iii) all other  applicable  laws,
regulations,  rules and orders  which may then be in effect.  If, on the date on
which any shares of Common  Stock would be issued  pursuant  to a Current  Stock
Election or credited to a Deferred Stock Compensation Account, sufficient shares
of Common  Stock are not  available  under  the Plan or the  Corporation  is not
obligated to issue shares  pursuant to this Section 12, then no shares of Common
Stock shall be issued or credited  but  rather,  in the case of a Current  Stock
Election, cash shall be paid in payment of the Director Fees payable, and in the
case of a Deferred Stock Compensation Account, Director Fees and dividends which
would  otherwise  have been credited in shares of Common Stock shall be credited
in cash to a Deferred Cash Compensation Account in the name of the Director. The
Board of the Corporation  shall adopt appropriate rules and regulations to carry
out the intent of the immediately  preceding sentence if the need for such rules
and regulations arises.

                                   SECTION 13

                                  Governing Law

         The  provisions  of this Plan shall be  interpreted  and  construed  in
accordance with the laws of the Commonwealth of Pennsylvania.

                                   SECTION 14

                    Effective Date; Amendment and Termination

         The Plan was adopted by the Board of  Directors of the  Corporation  on
March 26,  1992 and  became  effective  on May 14,  1992,  the date of  approval
approval of the Plan by the  shareholders  of the Corporation at its 1992 Annual
Meeting.  The Board of Directors of the  Corporation  may amend or terminate the
Plan at any time, provided that no such amendment or termination shall adversely
affect  rights with  respect to amounts or shares then  credited to any Deferred
Cash Compensation Account or Deferred Stock Compensation Account.