Exhibit 10.9

                            KEYSTONE FINANCIAL, INC.

                 1990 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                       (as amended through March 25, 1993)


        The purposes of the 1990 Non-Employee  Directors' Stock Option Plan (the
"Plan") are to promote the long-term  success of Keystone  Financial,  Inc. (the
"Corporation")  by  creating a  long-term  mutuality  of  interests  between the
non-employee  Directors  and  shareholders  of the  Corporation,  to  provide an
additional  inducement for such Directors to remain with the  Corporation and to
provide a means through which the  Corporation may attract able persons to serve
as Directors of the Corporation.


                                    SECTION 1
                                 Administration

        The  Plan  shall  be  administered  by  a  Committee  (the  "Committee")
appointed by the Board of Directors of the  Corporation  and  consisting  of not
less than two members of the Board.

        The  Committee  shall keep  records of action taken at its  meetings.  A
majority of the Committee shall constitute a quorum at any meeting, and the acts
of a  majority  of the  members  present  at any  meeting  at which a quorum  is
present,  or acts approved in writing by a majority of the  Committee,  shall be
the acts of the Committee.

        The  Committee  shall  interpret  the Plan  and  prescribe  such  rules,
regulations  and procedures in connection  with the operations of the Plan as it
shall deem to be necessary  and  advisable  for the  administration  of the Plan
consistent  with the purposes of the Plan. All questions of  interpretation  and
application of the Plan, or as to stock options granted under the Plan, shall be
subject to the determination of the Committee, which shall be final and binding.
No discretion  concerning decisions regarding the Plan shall be exercised by any
person other than the Committee.

        Notwithstanding  the above, the selection of the Directors to whom stock
options  are to be  granted,  the  timing of such  grants,  the number of shares
subject to any stock option, the exercise price of any stock option, the periods
during which any stock option may be exercised  and the term of any stock option
shall be as hereinafter provided,  and the Committee shall have no discretion as
to such matters.

                                    SECTION 2
                         Shares Available under the Plan

        The total number of shares which may either be issued  pursuant to or be
subject to outstanding stock options (including both stock options granted under
Section 3 and reload  options)  granted  under the Plan is limited to  1,234,375
shares of Common  Stock,  par value  $2.00 per share,  of the  Corporation  (the
"Common Stock"), subject to adjustment and subsititution as set forth in Section
5. Of such total authorized shares, no more than 234,375 shares of Common Stock,
subject to adjustment and  substitution as set forth in Section 5, may either be
issued  pursuant to or be subject to  outstanding  stock options (not  including
reload options) granted under Section 3 of the Plan. If any stock option granted
under the Plan is cancelled by mutual  consent or  terminates or expires for any
reason  without  having been  exercised  in full,  the number of shares  subject
thereto shall again be available for purposes of the Plan.  The shares which may
be  issued  under  the Plan may be  either  authorized  but  unissued  shares or
treasury  shares or partly each, as shall be determined from time to time by the
Board.

                                    SECTION 3
                             Grant of Stock Options

        On January 2 or, if January 2 is not a day on which the principal market
for the Common Stock is open for trading, then on the first such trading day, of
each of the years 1991  through  1995,  each  person who is then a member of the
Board of  Directors  of the  Corporation  and who is not then an employee of the
Corporation or any of its  subsidiaries  (a  "non-employee  Director")  shall be
granted a  "nonstatutory  stock  option"  (i.e.,  a stock  option which does not
qualify  under  Section 422A of the  Internal  Revenue Code of 1986) to purchase
1,875 shares of Common Stock.  If the number of shares then remaining  available
for the  grant of  stock  options  under  the  Plan is not  sufficient  for each
non-employee  Director  to be  granted  an option  for 1,875  shares,  then each
non-employee  Director  shall be granted an option for a number of whole  shares
equal to the number of shares then remaining  available divided by the number of
non-employee Directors, disregarding any fractions of a share.


                                    SECTION 4
                      Terms and Conditions of Stock Options

        Stock  options  granted under the Plan shall be subject to the following
terms and conditions:

                  (A) The  purchase  price at which  each  stock  option  may be
        exercised  (the "option  price") shall be one hundred  percent (100%) of
        the fair market value per share of the Common Stock covered by the stock
        option on the date of grant, determined as provided in Section 4(G).

                  (B) The option  price for each stock  option  shall be paid in
        full upon exercise and shall be payable in cash in United States dollars
        (including check, bank draft or money order); provided, however, that in
        lieu of such cash the  person  exercising  the stock  option may pay the
        option price in whole or in part by delivering to the Corporation shares
        of the Common  Stock  having a fair market value on the date of exercise
        of the stock option,  determined  as provided in Section 4(G),  equal to
        the option  price for the shares  being  purchased;  except that (i) any
        portion of the option price  representing a fraction of a share shall in
        any event be paid in cash and (ii) no shares of the Common  Stock  which
        have been held for less than one year may be delivered in payment of the
        option price of a stock  option.  The date of exercise of a stock option
        shall be determined under procedures  established by the Committee,  and
        as of the date of exercise the person  exercising the stock option shall
        be  considered  for all  purposes  to be the  owner of the  shares  with
        respect  to which the stock  option has been  exercised.  Payment of the
        option  price with shares shall not increase the number of shares of the
        Common  Stock which may be issued  under the Plan as provided in Section
        2.

                  (C) No stock option shall be  exercisable by a grantee while a
        Director prior to the second  anniversary  of the date of grant,  and no
        stock  option  shall be  exercisable  in any event  during the first six
        months of its term except in case of death or  disability as provided in
        Section 4(E). No stock option shall be exercisable  after the expiration
        of ten  years  from the date of  grant.  A stock  option  to the  extent
        exercisable at any time may be exercised in whole or in part.

                  (D) No stock  option  shall  be  transferable  by the  grantee
        otherwise than by Will, or if the grantee dies intestate, by the laws of
        descent and  distribution of the state of domicile of the grantee at the
        time of  death.  All  stock  options  shall be  exercisable  during  the
        lifetime of the grantee only by the grantee or the grantee's guardian or
        legal representative.

                  (E) If a grantee  ceases to be a Director  of the  Corporation
        for any reason,  any outstanding stock options held by the grantee shall
        be  exercisable   and  shall   terminate   according  to  the  following
        provisions:

                          (i)  If a  grantee  ceases  to be a  Director  of  the
                  Corporation for any reason other than resignation, removal for
                  cause or death, any then outstanding stock option held by such
                  grantee (whether or not exercisable by the grantee immediately
                  prior to ceasing to be a Director) shall be exercisable by the
                  grantee at any time prior to the expiration date of such stock
                  option or within one year after the date the grantee ceases to
                  be a Director, whichever is the shorter period, provided that,
                  except in the case of a grantee  who is  disabled  within  the
                  meaning  of  Section  422A(c)(7)  of  the  Code  (a  "Disabled
                  Grantee"),  in no event shall the option be exercisable during
                  the first six months of its term;

                          (ii) If  during  his term of office  as a  Director  a
                  grantee  resigns  from the Board or is removed from office for
                  cause, any outstanding  stock option held by the grantee which
                  is  not  exercisable  by  the  grantee  immediately  prior  to
                  resignation  or  removal  shall  terminate  as of the  date of
                  resignation or removal,  and any outstanding stock option held
                  by the grantee which is exercisable by the grantee immediately
                  prior to  resignation  or removal shall be  exercisable by the
                  grantee at any time prior to the expiration date of such stock
                  option  or within 90 days  after  the date of  resignation  or
                  removal, whichever is the shorter period;

                          (iii)  Following the death of a grantee during service
                  as a Director of the Corporation, any outstanding stock option
                  held by the  grantee  at the  time of  death  (whether  or not
                  exercisable by the grantee  immediately  prior to death) shall
                  be exercisable by the person  entitled to do so under the Will
                  of the  grantee,  or,  if  the  grantee  shall  fail  to  make
                  testamentary  disposition  of the  stock  option  or shall die
                  intestate,  by the legal  representative of the grantee at any
                  time  prior to the  expiration  date of such  stock  option or
                  within  one year  after  the date of death,  whichever  is the
                  shorter period;

                          (iv) Following the death of a grantee after ceasing to
                  be a  Director  and  during a period  when a stock  option  is
                  exercisable,  any outstanding stock option held by the grantee
                  at the  time of  death  shall be  exercisable  by such  person
                  entitled  to do so under  the Will of the  grantee  or by such
                  legal  representative (but only to the extent the stock option
                  was exercisable by the grantee  immediately prior to the death
                  of the  grantee) at any time prior to the  expiration  date of
                  such stock  option or within one year after the date of death,
                  whichever is the shorter period.

                          A stock  option held by a grantee who has ceased to be
                  a  Director  of  the  Corporation  shall  terminate  upon  the
                  expiration  of  the  applicable   exercise  period,   if  any,
                  specified  in  this  Section  4(E).  Whether  a  grantee  is a
                  Disabled  Grantee shall be determined,  in its discretion,  by
                  the  Committee,  and any such  determination  by the Committee
                  shall be final and binding.

                  (F) All stock options  shall be confirmed by an agreement,  or
        an  amendment  thereto,  which  shall  be  executed  on  behalf  of  the
        Corporation  by  the  Chief   Executive   Officer  (if  other  than  the
        President), the President or any Vice President and by the grantee.

                  (G) 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 Committee,  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
        1934 Act 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 4(G). If the fair market value of
        the Common Stock cannot be determined on the basis  previously set forth
        in this Section 4(G) for the date as of which fair market value is to be
        determined,  the Committee 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.

                  (H) The  obligation of the  Corporation to issue shares of the
        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.

                  (I)  Subject  to  the  approval  of  the  shareholders  of the
        Corporation at its 1993 Annual  Meeting,  each stock option  outstanding
        under the Plan as of March 25,  1993 and each  stock  option  thereafter
        granted  under the Plan  (including  reload  options)  shall have reload
        option  rights as provided in this Section  4(I).  Reload  option rights
        shall  entitle  the  original  grantee of a stock  option (and only such
        original  grantee),  upon  exercise  of the stock  option or any portion
        thereof through  delivery of previously owned shares of Common Stock, to
        automatically be granted on the date of such exercise a new nonstatutory
        stock  option (a "reload  option")  (i) for a number of shares of Common
        Stock  equal to the number of full  shares  delivered  in payment of the
        option price of the original  option,  (ii) having an option price equal
        to one  hundred  percent  (100%)  of the fair  market  value  per  share
        (determined  as provided in Section 4(G)) of the Common Stock covered by
        the  reload  option  on such  date  of  grant,  (iii)  having  the  same
        expiration  date as the stock  option so  exercised  and (iv)  otherwise
        having the same terms and  conditions  as a stock option  granted  under
        Section 3 of the Plan.  Reload  option rights shall entitle a grantee to
        be  granted  a reload  option  only if the  underlying  option or reload
        option to which it relates is exercised by the original  grantee  during
        service as a director of the Corporation.  Notwithstanding any provision
        of the Plan or any stock option  agreement,  no holder of reload  option
        rights  may be  granted a reload  option  covering a number of shares in
        excess of the number of authorized shares then remaining available under
        the Plan. Except as otherwise  specifically  provided herein or required
        by the  context,  the term  "stock  option"  as used in this Plan  shall
        include reload options granted hereunder.

        Subject  to the  foregoing  provisions  of this  Section 4 and the other
provisions of the Plan,  any stock option  granted under the Plan may be subject
to such  restrictions  and  other  terms  and  conditions,  if any,  as shall be
determined,  in its discretion,  by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.


                                    SECTION 5
                      Adjustment and Substitution of Shares

        If a dividend or other  distribution  shall be declared  upon the Common
Stock payable in shares of the Common Stock,  the number of shares of the Common
Stock then subject to any outstanding stock options, the number of shares of the
Common Stock to be subject to any stock option thereafter granted and the number
of shares of the  Common  Stock  which may be issued  under the Plan but are not
then subject to  outstanding  stock options shall be adjusted by adding  thereto
the number of shares of the Common  Stock  which  would have been  distributable
thereon if such shares had been  outstanding  on the date fixed for  determining
the shareholders entitled to receive such stock dividend or distribution.

        If the  outstanding  shares of the Common Stock shall be changed into or
exchangeable  for a  different  number  or kind of  shares  of  stock  or  other
securities  of  the   Corporation  or  another   corporation,   whether  through
reorganization, reclassification,  recapitalization, stock split-up, combination
of shares,  merger or  consolidation,  then there shall be substituted  for each
share of the Common Stock subject to any then outstanding stock option, for each
share of the Common  Stock which would  otherwise be subject to any stock option
thereafter  granted  and for each share of the Common  Stock which may be issued
under the Plan but which is not then subject to any  outstanding  stock  option,
the  number  and kind of shares of stock or other  securities  into  which  each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable.

        In  case of any  adjustment  or  substitution  as  provided  for in this
Section  5, the  aggregate  option  price for all  shares  subject  to each then
outstanding  stock option prior to such adjustment or substitution  shall be the
aggregate  option price for all shares of stock or other  securities  (including
any  fraction) to which such shares shall have been adjusted or which shall have
been  substituted  for such  shares.  Any new  option  price per share  shall be
carried to at least three  decimal  places with the last decimal  place  rounded
upwards to the nearest whole number.

        No  adjustment  or  substitution  provided  for in this  Section 5 shall
require  the  Corporation  to  issue  or sell a  fraction  of a share  or  other
security.  Accordingly,  all fractional  shares or other securities which result
from any such  adjustment or  substitution  shall be eliminated  and not carried
forward to any subsequent adjustment or substitution.


                                    SECTION 6
                       Additional Rights in Certain Events

(A)  Definitions.

        For  purposes  of this  Section 6, the  following  terms  shall have the
following meanings:

                  (1)  "Affiliate,"  "Associate"  and  "Parent"  shall  have the
        respective  meanings  set forth in Rule  12b-2  under the 1934 Act as in
        effect on the effective date of the Plan.

                  (2) The term  "Person"  shall be used as that  term is used in
        Sections  13(d)  and 14(d) of the 1934 Act.

                  (3)  Beneficial  Ownership  shall be determined as provided in
        Rule 13d-3 under the 1934 Act as in effect on the effective  date of the
        Plan.

                  (4) "Voting  Shares"  shall mean all  securities  of a company
        entitling the holders thereof to vote in an annual election of directors
        (without  consideration  of the rights of any class of stock  other than
        the Common  Stock to elect  directors by a separate  class vote);  and a
        specified  percentage  of  "Voting  Power" of a company  shall mean such
        number of the Voting Shares as shall enable the holders  thereof to cast
        such  percentage  of all the  votes  which  could  be cast in an  annual
        election of directors (without  consideration of the rights of any class
        of stock other than the Common  Stock to elect  directors  by a separate
        class vote).

                  (5) "Tender Offer" shall mean a tender offer or exchange offer
        to acquire  securities of the Corporation (other than such an offer made
        by the  Corporation  or any  Subsidiary),  whether  or not such offer is
        approved or opposed by the Board.

                  (6)  "Subsidiary"  shall mean 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  at least  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.

                   (7)  "Section 6 Event" shall mean the date upon which any of 
        the following events occurs:

                          (a) The Corporation acquires actual knowledge that any
                  Person  other  than  the  Corporation,  a  Subsidiary  or  any
                  employee  benefit  plan(s)  sponsored by the  Corporation  has
                  acquired the Beneficial Ownership,  directly or indirectly, of
                  securities of the Corporation  entitling such Person to 25% or
                  more of the Voting Power of the Corporation;

                          (b) (i) A Tender  Offer is made to acquire  securities
                  of the  Corporation  entitling  the holders  thereof to 50% or
                  more of the Voting  Power of the  Corporation;  or (ii) Voting
                  Shares are first purchased pursuant to any other Tender Offer;
                  or

                          (c) At any time  less than 60% of the  members  of the
                  Board of Directors  shall be  individuals  who were either (i)
                  Directors  on  the   effective   date  of  the  Plan  or  (ii)
                  individuals  whose election,  or nomination for election,  was
                  approved  by a vote  (including  a vote  approving a merger or
                  other   agreement   providing  for  the   membership  of  such
                  individuals on the Board of Directors) of at least  two-thirds
                  of the  Directors  then still in office who were  Directors on
                  the effective date of the Plan or who were so approved.

(B)  Acceleration of the Exercise Date of Stock Options

        Notwithstanding  any other provision  contained in the Plan, in case any
"Section 6 Event" occurs all outstanding stock options shall become  immediately
and fully  exercisable  whether or not  otherwise  exercisable  by their  terms,
provided  that,  except as provided in Section  4(E),  in no event shall a stock
option be exercisable during the first six months of its term.


                                    SECTION 7
        Effect of the Plan on the Rights of Corporation and Shareholders

        Nothing in the Plan,  in any stock option  granted under the Plan, or in
any stock option agreement shall confer any right to any person to continue as a
Director  of the  Corporation  or  interfere  in any way with the  rights of the
shareholders  of the  Corporation  or the Board of Directors to elect and remove
Directors.


                                    SECTION 8
                            Amendment and Termination

        The  right to amend  the Plan at any time and from  time to time and the
right to terminate the Plan at any time are hereby specifically  reserved to the
Board;  provided always that no such termination shall terminate any outstanding
stock options granted under the Plan; and provided  further that no amendment of
the Plan shall (a) be made without shareholder  approval if shareholder approval
of the  amendment is at the time  required for stock  options  under the Plan to
qualify for the  exemption  from Section  16(b) of the 1934 Act provided by Rule
16b-3 or by the rules of the NASDAQ National Market System or any stock exchange
on which the Common Stock may then be listed, (b) amend more than once every six
months the  provisions of the Plan relating to the selection of the Directors to
whom stock options are to be granted,  the timing of such grants,  the number of
shares subject to any stock option,  the exercise price of any stock option, the
periods during which any stock option may be exercised and the term of any stock
option other than to comport  with  changes in the Internal  Revenue Code or the
rules and  regulations  thereunder or (c) otherwise amend the Plan in any manner
that would cause stock  options  under the Plan not to qualify for the exemption
provided by Rule 16b-3.  No amendment or termination of the Plan shall,  without
the written  consent of the holder of a stock option  theretofore  awarded under
the Plan, adversely affect the rights of such holder with respect thereto.

        Notwithstanding  anything  contained in the  preceding  paragraph or any
other provision of the Plan or any stock option agreement,  the Board shall have
the power to amend the Plan in any manner  deemed  necessary  or  advisable  for
stock options  granted  under the Plan to qualify for the exemption  provided by
Rule 16b-3 (or any successor  rule  relating to exemption  from Section 16(b) of
the 1934 Act), and any such amendment  shall, to the extent deemed  necessary or
advisable  by  the  Board,  be  applicable  to  any  outstanding  stock  options
theretofore  granted  under the Plan  notwithstanding  any  contrary  provisions
contained in any stock option  agreement.  In the event of any such amendment to
the Plan, the holder of any stock option  outstanding under the Plan shall, upon
request  of the  Committee  and as a  condition  to the  exercisability  of such
option,  execute a conforming  amendment in the form prescribed by the Committee
to the stock option agreement referred to in Section 4(F) within such reasonable
time as the Committee shall specify in such request.


                                    SECTION 9
                       Effective Date and Duration of Plan

        The  effective  date and date of adoption of the Plan shall be March 29,
1990,  the date of adoption of the Plan by the Board,  provided that on or prior
to December  31, 1992 such  adoption of the Plan by the Board is approved by the
affirmative vote of the holders of at least a majority of the outstanding shares
of voting stock of the  Corporation  represented in person or by proxy at a duly
called and convened meeting of such holders. Notwithstanding any other provision
contained in the Plan,  no stock option  granted under the Plan may be exercised
until after such  shareholder  approval.  No stock  option may be granted  under
Section 3 of the Plan  subsequent  to January 3,  1995.  After  January 3, 1995,
reload options may continue to be granted during the terms of stock options then
outstanding.

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