KEYSTONE FINANCIAL, INC.

                            SAVINGS RESTORATION PLAN

                As Amended and Restated Effective January 1, 1994





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                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I             TITLE AND EFFECTIVE DATE........................      1

    Section 1.01      Title...........................................      1
    Section 1.02      Effective Date..................................      1
    Section 1.03      Application of this Amended
                        and Restated Plan.............................      1


ARTICLE II            DEFINITIONS.....................................      2

    Section 2.01      Beneficiary.....................................      2
    Section 2.02      Board...........................................      2
    Section 2.03      Bookkeeping Account.............................      2
    Section 2.04      Code............................................      2
    Section 2.05      Code Limits.....................................      2
    Section 2.06      Committee.......................................      2
    Section 2.07      Compensation....................................      2
    Section 2.08      Deferral Agreement..............................      3
    Section 2.09      Deferred Compensation...........................      3
    Section 2.10      Election Date...................................      3
    Section 2.11      Eligible Executive..............................      3
    Section 2.12      Employer Matching Contributions.................      3
    Section 2.13      ERISA...........................................      3
    Section 2.14      Executive.......................................      3
    Section 2.15      401(k) Plan.....................................      3
    Section 2.16      Keystone........................................      4
    Section 2.17      Matching Contribution Credits...................      4
    Section 2.18      Maximum Employer Matching Contributions.........      4
    Section 2.19      Maximum Pre-Tax Savings.........................      4
    Section 2.20      Participant.....................................      4
    Section 2.21      Participating Entity............................      4
    Section 2.22      Plan............................................      5
    Section 2.23      Plan Year.......................................      5
    Section 2.24      Pre-Tax Savings.................................      5


ARTICLE III           ELIGIBILITY AND PARTICIPATION...................      6

    Section 3.01      Eligibility.....................................      6
    Section 3.02      Participation...................................      6



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ARTICLE IV            DEFERRED COMPENSATION AND MATCHING
                        CONTRIBUTION CREDITS..........................      7

    Section 4.01      Deferred Compensation...........................      7
    Section 4.02      Deferral Agreement..............................      7
    Section 4.03      No Deferral Without Agreement...................      7
    Section 4.04      Duration of Deferral Agreement..................      8
    Section 4.05      Change of Deferrals.............................      8
    Section 4.06      Matching Contribution Credits...................      8
    Section 4.07      Exception.......................................      8


ARTICLE V             BOOKKEEPING ACCOUNT.............................      9

    Section 5.01      Bookkeeping Account.............................      9
    Section 5.02      Earnings and Losses.............................      9
    Section 5.03      Deemed Investment Options.......................      9
    Section 5.04      Deemed Investment Elections.....................     11


ARTICLE VI            DISTRIBUTIONS...................................     13

    Section 6.01      Distribution of Bookkeeping Account.............     13
    Section 6.02      Vesting of Deferred Compensation................     13
    Section 6.03      Vesting of Matching Contribution
                        Credits.......................................     13
    Section 6.04      Amount of Payment...............................     13
    Section 6.05      Distributions in Cash or Common Stock...........     13
    Section 6.06      Loans...........................................     15
    Section 6.07      Automatic Cash Out..............................     15
    Section 6.08      Hardship Withdrawal.............................     15
    Section 6.09      Withholding for Taxes...........................     16


ARTICLE VII           BENEFICIARY.....................................     17

    Section 7.01      Beneficiary Designation.........................     17
    Section 7.02      Proper Beneficiary..............................     17
    Section 7.03      Minor or Incompetent Beneficiary................     17


ARTICLE VIII          ADMINISTRATION OF THE PLAN......................     18

    Section 8.01      Majority Vote...................................     18
    Section 8.02      Rules, Regulations and Plan
                        Interpretation................................     18
    Section 8.03      Certificates and Reports........................     18
    Section 8.04      Expenses........................................     18




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ARTICLE IX            CLAIMS PROCEDURE................................     19

    Section 9.01      Written Claim...................................     19
    Section 9.02      Denied Claim....................................     19
    Section 9.03      Review Procedure................................     19
    Section 9.04      Committee Review................................     20
    Section 9.05      Claims Procedure Mandatory and Binding..........     20


ARTICLE X             NATURE OF OBLIGATION............................     21

    Section 10.01     Obligation......................................     21
    Section 10.02     Creditor Status.................................     21


ARTICLE XI            MISCELLANEOUS...................................     22

    Section 11.01     Written Notice..................................     22
    Section 11.02     Change of Address...............................     22
    Section 11.03     Merger, Consolidation or Acquisition............     22
    Section 11.04     Amendment and Termination.......................     22
    Section 11.05     Nonalienation ..................................     22
    Section 11.06     Legal Fees......................................     23
    Section 11.07     Construction....................................     23
    Section 11.08     Gender and Number...............................     23
    Section 11.09     No Employment Rights ...........................     23
    Section 11.10     Illegal or Invalid Provision....................     23



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                            KEYSTONE FINANCIAL, INC.

                            SAVINGS RESTORATION PLAN

         The purpose of the Keystone Financial, Inc. Savings Restoration Plan is
to permit a select group of management or highly compensated  employees to defer
current  compensation  which  cannot be deferred  under the  Keystone  Financial
401(k)  Savings Plan and to receive  matching  contributions  which were not but
otherwise  could have been  credited  under the 401(k) Plan with respect to such
deferrals or deferrals under the 401(k) Plan.

         This  Plan is  primarily  designed  to  provide  compensation  deferral
opportunities and matching contributions which are lost because of the following
limitations imposed on the 401(k) Savings Plan:

(Degree)          The Code Section  402(g)  limits which  restrict the amount of
                  Pre-Tax Savings under the 401(k) Plan (e.g.,  $8,994 for 1993;
                  $9,240 for 1994).

(Degree)          The Code Section  401(a)(17)  limits  which  specify a maximum
                  amount of  compensation  that can be taken  into  account  for
                  purposes of  deferrals  and matching  contributions  under the
                  401(k) Plan (e.g., $235,840 for 1993; $150,000 for 1994).

(Degree)          Limitations imposed by the non-discrimination  requirements of
                  Code Sections 401(k) (the ADP test) and 401(m) (the ACP test).

(Degree)          The Code  Section  415  limits  which  restrict  the amount of
                  Pre-Tax Savings and Employer Matching  Contributions which can
                  be allocated to a participant's account under the 401(k) Plan.

<PAGE>

                                    ARTICLE I

                            TITLE AND EFFECTIVE DATE

   Section 1.01  Title.  This Plan shall be known as the Keystone Financial,
Inc. Savings Restoration Plan.

   Section 1.02 Effective  Date. The original  effective date of this Plan shall
be January 1, 1990. The effective date of this amendment and  restatement  shall
be January 1, 1994.

   Section 1.03  Application  of this Amended and Restated Plan. The amended and
restated Plan set forth herein is generally  effective as of January 1, 1994. To
the extent there is any inconsistency between this amended and restated Plan and
a Deferral Agreement filed with the Committee, or the time of payment provisions
of the prior Plan,  with respect to Deferred  Compensation  for Plan Years which
began prior to January 1, 1994,  the  Deferral  Agreement  or prior Plan time of
payment provisions shall control.

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                                   ARTICLE II

                                   DEFINITIONS

             As used  herein,  the  following  words and phrases  shall have the
meanings  specified below unless a different  meaning is clearly required by the
context:

             Section 2.01  Beneficiary.  "Beneficiary"  shall mean the person or
persons,  natural  or  legal,  designated  in  writing  by  the  Participant  in
accordance  with  Article VII to receive any  benefits  under the Plan which may
become payable in the event of the Participant's death, or if none is designated
or surviving at the time of the Participant's death, the Participant's surviving
spouse shall be the  Beneficiary or, if there is no surviving  spouse,  then the
estate of the Participant shall be the Beneficiary.

             Section 2.02  Board.   The  term  "Board"  shall  mean the Board of
Directors of Keystone.


             Section 2.03 Bookkeeping Account.  "Bookkeeping Account" shall mean
the  bookkeeping  account  established on the books and records of Keystone or a
Participating  Entity,  as applicable,  for a Participant to reflect the amounts
credited to the Participant and adjustments thereto under the various provisions
of the Plan. The use of the term "Bookkeeping Account" shall not mean, under any
circumstances,  that a Participant or Beneficiary,  or the Participant's estate,
shall have title to any specific assets of Keystone or a Participating Entity.

             Section 2.04  Code.  "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.

             Section 2.05 Code Limits.  "Code Limits" shall mean the  limitation
on Pre-Tax Savings for a Plan Year because of Code Sections  401(a)(17),  402(g)
or 415, or because of the average  deferral  percentage  test under Code Section
401(k),  or the limitation on Employer  Matching  Contributions  for a Plan Year
because of Code Section 401(a)(17),  415 or the average contribution  percentage
test of Code Section 401(m), as applicable.

             Section 2.06 Committee.  "Committee" shall mean the Human Resources
Committee of the Board which shall manage and administer the Plan.

             Section   2.07   Compensation.   "Compensation"   shall   mean  the
Participant's compensation from Keystone or a Participating Entity which is used
for purposes of determining a  Participant's  contributions  to the 401(k) Plan,
without regard to any maximum limitations imposed under Code Section 401(a)(17),
plus Deferred Compensation.

             Section 2.08 Deferral  Agreement.  "Deferral  Agreement" shall mean
the written form provided by the Committee or its delegate which the Participant
files with the  Committee  before the  relevant  Election  Date to indicate  the
portion of the Participant's  Compensation which the Participant elects to defer
in  accordance  with the  terms of the  Plan.  No  Deferral  Agreement  shall be
effective  until  it is  received  and  acknowledged  by  the  Committee  or its
delegate.

             Section 2.09 Deferred Compensation.  "Deferred  Compensation" shall
mean the portion of a Participant's  Compensation  for a Plan Year that has been
deferred according to the Participant's Deferral Agreement and the provisions of
the Plan.

             Section 2.10  Election  Date.  "Election  Date" shall mean the date
before  which a  Participant  must  file a valid  Deferral  Agreement  with  the
Committee or its delegate in order to defer future Compensation.  The applicable
Election  Date for a Plan Year is as follows:  (a) 30 days after the employee is
notified  of his  status as an  Executive  pursuant  to  Section  3.01 if not an
Executive on the first day of the Plan Year, or (b) December 31 of the preceding
Plan Year if (a) above does not apply.

             Section 2.11 Eligible Executive. "Eligible Executive" shall mean an
Executive  who as of January 1 of a Plan Year (or as of the later  Election Date
for a Plan Year in which an employee  becomes an Executive  after January 1 of a
Plan Year) has elected a percentage of Pre-Tax Savings which constitutes Maximum
Pre-Tax Savings or will result in a dollar amount of Maximum Pre-Tax Savings for
the Plan Year.

             Section 2.12 Employer Matching  Contributions.  "Employer  Matching
Contributions"  shall  mean  Employer  Matching  Contributions  on  behalf of an
Executive under, and as defined in, the 401(k) Plan.

             Section  2.13 ERISA.  "ERISA"  shall mean the  Employee  Retirement
Income Security Act of 1974, as amended from time to time.

             Section  2.14  Executive. "Executive"  shall  mean  any  common law
employee  of  Keystone  or a  Participating  Entity  who  is  designated  by the
Committee as a member of the group of management or highly compensated employees
of Keystone or a  Participating  Entity and is notified by the  Committee or its
delegate  in  writing  of  such  designation,  but  only  for as  long  as  such
designation remains in effect.

             Section  2.15 401(k)  Plan.  "401(k)  Plan" shall mean the Keystone
Financial 401(k) Savings Plan in effect from time to time.

             Section 2.16  Keystone.  "Keystone" shall mean Keystone Financial,
Inc.

             Section 2.17 Matching Contribution Credits.  "Matching Contribution
Credits"  shall  mean  credits  to  a  Participant's   Bookkeeping  Account  for
contributions  which would have been Employer  Matching  Contributions but could
not be made by Keystone or a Participating  Entity to the 401(k) Plan because of
a Code Limit.

             Section  2.18 Maximum  Employer  Matching  Contributions.  "Maximum
Employer Matching Contributions" shall mean the lesser of the maximum percentage
of Employer  Matching  Contributions  permitted to be made under the 401(k) Plan
for a pay period (e.g.,  3% in 1993) or the maximum amount of Employer  Matching
Contributions  permitted  to be credited to a  Participant's  account  under the
401(k) Plan for the Plan Year by a Code Limit  applicable  to Employer  Matching
Contributions or other applicable law.

             Section 2.19 Maximum Pre-Tax  Savings.  "Maximum  Pre-Tax  Savings"
shall mean the lesser of the maximum  percentage of Pre-Tax Savings permitted to
be made under the 401(k)  Plan on behalf of a Highly  Compensated  Employee  (as
defined in the 401(k) Plan) for a pay period  (e.g.,  5% in 1993) or the maximum
amount of Pre-Tax Savings  permitted to be credited to a  Participant's  account
under the 401(k)  Plan for the Plan Year by a Code Limit  applicable  to Pre-Tax
Savings or other applicable law.

             Section 2.20  Participant. "Participant" shall mean an Executive or
former Executive with a Bookkeeping Account.

             Section 2.21  Participating  Entity.  "Participating  Entity" shall
mean National Bank of the Main Line,  Northern  Central  Bank,  Mid-State  Bank,
Pennsylvania  National Bank; American Trust Bank and American Trust Bank of West
Virginia as of a date to be established  by Keystone's  Executive Vice President
of Banking Group; and any subsidiary of Keystone, affiliate bank of Keystone, or
other  affiliated  entity of Keystone,  which elects to  participate in the Plan
with respect to its Executives,  and is approved by the Board of Keystone or the
Committee to participate in the Plan, with such status as a Participating Entity
and  participation in the Plan ceasing  automatically on the date the subsidiary
or affiliate ceases to be a subsidiary or affiliate of Keystone.

<PAGE>

             Section 2.22 Plan. "Plan" shall mean the Keystone  Financial,  Inc.
Savings  Restoration Plan, as amended and restated effective January 1, 1994, as
set forth herein and as it may be amended from time to time hereafter.

             Section 2.23   Plan Year.  "Plan Year" shall mean a calendar year
beginning on or after January 1, 1994.

             Section 2.24 Pre-Tax Savings.  "Pre-Tax Savings" shall mean Pre-Tax
Savings under, and as defined in, the 401(k) Plan.

<PAGE>

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

             Section 3.01  Eligibility.  The  determination of whether or not an
employee of Keystone or a Participating  Entity is an Executive shall be made by
the Committee,  in its sole discretion,  on an individual basis. An employee who
has been  determined by the Committee to be an Executive in accordance with this
Section shall receive written notice of the date as of which such designation is
effective and the duration of such designation and shall submit such information
and execute such documents as may be required by the Committee for participation
in the Plan.

             Section   3.02   Participation.   An   Eligible   Executive   shall
automatically  become a Participant as of the first Election Date  applicable to
the Executive and shall continue as a Participant until the Bookkeeping  Account
has been fully distributed or forfeited.

<PAGE>

                                   ARTICLE IV

             DEFERRED COMPENSATION AND MATCHING CONTRIBUTION CREDITS

             Section 4.01  Deferred  Compensation.  Each  Participant  who is an
Eligible  Executive may have  Compensation for a pay period deferred as provided
in the  Deferral  Agreement,  but  not for any pay  period  during  a Plan  Year
following the effective date of the Participant's  voluntary  election under the
401(k) Plan of a percentage  of Pre-Tax  Savings  which is less than the Maximum
Pre-Tax Savings percentage,  unless the dollar amount of Maximum Pre-Tax Savings
for the Plan Year has  previously  been  credited to the  Participant's  account
under the 401(k) Plan. The percentage of  Compensation  to be deferred under the
Plan  shall be a whole  percentage  not more  than  15% (or such  other  maximum
percentage  of Pre-Tax  Savings  then  permitted  under the 401(k) Plan  without
regard to any  limitation on Pre-Tax  Savings  because of the Code  Limits),  of
Compensation  less the percentage of Compensation  represented by the dollars of
Pre-Tax Savings for such pay period.

             Section 4.02  Deferral  Agreement.  In order to defer  Compensation
pursuant to Section 4.01, a Participant must submit a written Deferral Agreement
to the  Committee or its  delegate on or before the  applicable  Election  Date.
Valid Deferral  Agreements  filed by the applicable  Election Date as defined in
Section  2.10(a)  shall apply to  Compensation  earned on and after the Election
Date. Valid Deferral Agreements filed by the applicable Election Date as defined
in Section 2.10(b) shall apply to  Compensation  earned on or after January 1 of
the Plan Year beginning after the Election Date. Notwithstanding anything to the
contrary,  no Deferral  Agreement  shall be effective for a Participant  who has
made a hardship  withdrawal  from the 401(k)  Plan (a) for a period of 12 months
from the date of such hardship  withdrawal,  if the hardship withdrawal has been
made in reliance  on Treasury  Regulation  ss.  1.401(k)-1(d)(2)(iv)(B)  and the
Deferred  Compensation  would  constitute an employee  elective  contribution or
employee  contribution  under an  employer  plan  within the meaning of Treasury
Regulation ss. 1.401(k)-1(d)(2)(iv)(B)(4) or any successor regulation or (b) for
such other period as required for suspension of Deferred  Compensation  pursuant
to the provisions of the 401(k) Plan.

             Section 4.03 No Deferral Without  Agreement.  A Participant who has
not submitted a valid Deferral Agreement to the Committee or its delegate before
the relevant  Election Date may not defer any  Compensation  for the  applicable
Plan Year under this Plan.

<PAGE>

             Section 4.04 Duration of Deferral  Agreement.  Deferral  Agreements
remain in effect  until  revoked or  modified  by the  filing of a new  Deferral
Agreement in  accordance  with Section  4.05,  except that a Deferral  Agreement
shall become void for a Plan Year with respect to which the  Participant  is not
an Eligible Executive.

             Section 4.05 Change of Deferrals.  A new Deferral Agreement must be
filed by the  Election  Date as defined in  Section  2.10(b) if the  Participant
wishes to  increase  or  decrease  (including  to zero) the  amount of  Deferred
Compensation.  An election to cease Deferred  Compensation will become effective
with  respect to  Compensation  earned on and after the first pay  period  which
begins  after the date that the  election is received  by the  Committee  or its
delegate.  All other  Deferral  Agreements  which  change the amount of Deferred
Compensation  will become  effective with respect to Compensation  earned on and
after January 1 of the Plan Year beginning after the Election Date,  except that
a  Deferral  Agreement  shall  be void  if the  Participant  is not an  Eligible
Executive on January 1 of such Plan Year.

             Section 4.06 Matching Contribution Credits. A Participant, while an
Executive and receiving a percentage of Employer  Matching  Contributions  under
the 401(k) Plan which is the Maximum Employer Matching Contributions  percentage
or for any pay period after the Employer Matching  Contributions credited to the
Participant's  account  under the 401(k) Plan cease or are limited  because of a
Code Limit,  shall be entitled  to  Matching  Contribution  Credits for each pay
period in an amount  equal to the  difference  between the amounts  described in
4.06(a) and 4.06(b) below:

             Section 4.06(a)  The amount  equal  to what the  Employer  Matching
Contribution would have been for the pay period taking into account the Eligible
Executive's Pre-Tax Savings and Deferred  Compensation as though it had all been
Pre-Tax Savings and without regard to the Code Limits.

             Section 4.06(b) The actual Employer Matching  Contribution for such
pay period.

             Section 4.07 Exception.  Notwithstanding the foregoing, in no event
shall amounts  corrected as a result of the  application  of the  discrimination
tests under Code Sections 401(k) or 401(m) (ADP or ACP tests) to the 401(k) Plan
be contributed to the Plan.

<PAGE>

                                    ARTICLE V

                               BOOKKEEPING ACCOUNT

             Section  5.01  Bookkeeping  Account.  The  Committee  shall cause a
Bookkeeping  Account  to be  established  and  maintained  only on the  books of
Keystone  or the  Participating  Entity for each  Participant  who has  Deferred
Compensation or Matching  Contribution  Credits.  Such account shall be credited
with the dollar amount of the Participant's  Deferred  Compensation and Matching
Contribution  Credits  as of the date on which  such  amounts  would  have  been
credited  to the  Participant's  account  under the  401(k)  Plan if  treated as
Pre-Tax Savings and Employer Matching  Contributions,  respectively.  A separate
sub-account  within the  Bookkeeping  Account shall be maintained  for each Plan
Year with respect to which a  Participant's  Deferral  Agreement  provides for a
number  of  installment  payments  which is  different  from  the  Participant's
Deferral Agreement  applicable to other Plan Years, and as otherwise  determined
by the Committee.

             Section 5.02 Earnings and Losses.  The amount in the  Participant's
Bookkeeping 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 and losses for each quarter shall be equal to
the amount determined under Section 5.02(a) or Section 5.02(b) below as follows:

             Section 5.02(a) 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
Participant's  Bookkeeping  Account as of the end of each  month in the  current
quarter; or

             Section  5.02(b)  Other  Options.  The total amount  determined  by
multiplying the rate earned  (positive or negative) by each fund available below
(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  Participant's
Bookkeeping  Account as of the end of each such  month,  respectively,  which is
deemed to be invested in the fund pursuant to paragraph Section 5.03 below.

             Section 5.03 Deemed  Investment  Options.  Subject to  elimination,
modification  or addition by the  Committee,  the  following  shall be the funds
available  for the  Participant's  election  of deemed  investments  pursuant to
Section 5.04 below:

             Section 5.03(a) Balanced Fund. This fund is a Keystone managed fund
and  consists  of a mix of 30% to 60% in  the  common  stock  of  large,  highly
capitalized  companies,  40% to 70% in  short-term  to  intermediate-term  fixed
income  investments,  and 0% to 10% in money market  securities.  The goal is to
provide a balance of long-term  growth and current  income.  The  Balanced  Fund
shall  be the  same as  the  Balanced Fund  used from time to time by the 401(k)
Plan.

             Section 5.03(b) Fixed Income Fund. This fund is a Keystone  managed
fund  and uses  primarily  money  market  investments,  government  obligations,
corporate bonds, and other high-quality fixed-income securities.  The maturities
of the  fixed-income  investments  will not  exceed  10 years or, in the case of
asset-backed  securities,  an average life of 5 years. The goal is to provide an
acceptable rate of return while  maintaining  moderately stable principal value.
The Fixed  Income Fund shall be the same as the Fixed Income Fund used from time
to time by the 401(k) Plan.

             Section 5.03(c) Core Equity Fund.  This fund is a Keystone  managed
fund and is designed for principal growth through investment in the common stock
of primarily large, highly capitalized companies.  The Core Equity Fund shall be
the same as the Core Equity Fund used from time to time by the 401(k) Plan.

             Section  5.03(d)  Aggressive  Equity Fund.  This fund is a Keystone
managed fund designed to provide growth of principal over time  consistent  with
the  growth and risk  characteristics  of common  stocks of smaller  capitalized
companies (with market caps between $100 million and $1 billion) by investing in
diversified common stocks of corporations  traded on the major U.S. and non-U.S.
exchanges. The Aggressive Equity Fund shall be the same as the Aggressive Equity
Fund used from time to time by the 401(k) Plan.

             Section  5.03(e)  Global  Fund.  This fund is  intended  to provide
investment  opportunity to participate in the growth characteristics of non-U.S.
oriented  investments.  The fund is a Keystone  managed  fund  which  invests in
diversified common stocks of foreign  corporations,  collective trust and mutual
funds.  The Global  Fund shall be the same as the Global  Fund used from time to
time by the 401(k) Plan.

<PAGE>

             Section  5.03(f) 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  Committee,  and the Committee 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 Partici-
pants on a uniform basis.

             Section 5.04  Deemed Investment Elections.
             ------------  ----------------------------

             Section 5.04(a) The Participant shall designate, on a form provided
by the Committee, the percentage,  in ten percent (10%) multiples (or such other
percentage  as permitted  from time to time by the  Committee),  of the Deferred
Compensation  and  Matching  Contribution  Credits  that are to be  deemed to be
invested in the  available  funds under  Section  5.03,  with the balance of the
Deferred  Compensation  and Matching  Contribution  Credits to receive  interest
credit according to Section 5.02(a) above.  Said designation  shall be effective
on a date  specified  by the  Committee or its delegate and remain in effect and
apply to all subsequent Deferred  Compensation and Matching Contribution Credits
until changed as provided below.

             Section  5.04(b) A Participant  may elect to change,  on a calendar
quarter basis,  the deemed  investment  election under  paragraph (a) above with
respect to future Deferred  Compensation and Matching Contribution Credits among
one or more of the options then available by written notice to the Committee, on
a form provided by the Committee (or by voice or other form of notice  permitted
by the Committee), 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
amounts credited to the Bookkeeping Account on or after the effective date.

             Section  5.04(c) A Participant  may elect to reallocate the balance
of the Bookkeeping Account,  subject to any limitations imposed by the Committee
or its delegate, on a calendar quarter basis, in ten percent (10%) multiples (or
such other percentage as permitted from time to time by the Committee) among the
deemed  investment  options  then  available.  A  Participant  may make  such an
election by written notice to the Committee, on a form provided by the Committee
(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
Bookkeeping Account on the last day of the preceding quarter.

             Section  5.04(d)  The  election  of  deemed  investments  among the
options  provided above shall be the sole  responsibility  of each  Participant.
Keystone, the Participating Entities,  Executives, and Committee members and are
not authorized to make any  recommendation  to any  Participant  with respect to
such election.  Each Participant  assumes all risk connected with any adjustment
to the value of his Bookkeeping Account.  Neither the Committee,  Keystone,  nor
the Participating Entities in any way guarantees against loss or depreciation.

             Section  5.04(e) All payments  from the Plan shall be made from the
portion of the Participant's  Bookkeeping 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 Committee.

<PAGE>

                                   ARTICLE VI

                                  DISTRIBUTIONS

             Section 6.01 Distribution of Bookkeeping  Account.  Distribution of
the vested balance of a Participant's  Bookkeeping Account,  determined pursuant
to  Sections  6.02  and  6.03  below,  shall  be  made in a lump  sum or  annual
installments,  for a  period  not to  exceed  ten  years,  as  indicated  on the
Participant's  Deferral  Agreement.  The first  payment to the  Participant,  or
Beneficiary in the event of the Participant's  death,  shall be made 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  Participant's
termination of employment  occurs.  For this purpose,  termination of employment
includes  voluntary or  involuntary  termination  of employment  for any reason,
including  disability  or death,  and shall be the date  reflected on Keystone's
records as the Participant's termination date.

             Section 6.02 Vesting of Deferred  Compensation.  Subject to Section
10.02,  the  Participant  shall  at  all  times  be  fully  vested  and  have  a
nonforfeitable  interest in the portion of his Bookkeeping Account  attributable
to Deferred Compensation.

             Section 6.03 Vesting of Matching Contribution  Credits.  Subject to
Section  10.02,  the  Participant  shall at all times be fully vested and have a
nonforfeitable  interest in the portion of his Bookkeeping Account  attributable
to Matching Contribution Credits.

             Section  6.04 Amount of  Payment.  If a lump sum payment is elected
for a Plan Year,  such  payment  shall be based on the value of the  Bookkeeping
Account on the last day of the calendar  quarter  prior to the date the lump sum
payment is to be made. If annual installments are elected as the payment method,
the amount of the first installment shall be calculated by dividing the lump sum
value, as determined above, by the number of installments to be paid. Each later
installment  shall be  determined  on the same  basis as the  first  installment
except that the value shall be divided by the number of  installments  remaining
to be paid. Amounts held pending distribution from the Plan shall continue to be
credited with earnings, gains or losses on a quarterly basis pursuant to Section
5.02.

             Section  6.05  Distributions  in  Cash  or  Common  Stock.  At  the
discretion of the committee which administers the Keystone Financial,  Inc. 1992
Stock  Incentive  Plan (the "SIP  Committee") or any similar plan in effect from
time to time (the "SIP"),  amounts payable on or after January 1, 1994 under any
Section of this Article VI may be paid in whole or in part in shares of Keystone
Financial,   Inc.  Common  Stock,  provided,   however,  that  with  respect  to
Participants  subject to Section 16 of the Securities Exchange Act of 1934, such
shares  must  be paid in a  manner  consistent  with  the  provisions  of and as
provided  in the SIP.  The number of shares of Common  Stock to be paid would be
determined  by dividing  the cash payment  which would  otherwise be made by the
fair market  value (as defined  below) on the date on which the payment is to be
made.  Any  fractional  share  shall be paid in  cash.  A  Participant  shall be
considered, on the date as of which fair market value is determined for purposes
of the stock  distribution,  as a  shareholder  of Keystone  with respect to the
shares to be distributed.

             For purposes of this Section 6.05,  "fair market value" is 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 SIP Committee 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 the New York  Stock  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 exchange
referred to in paragraphs (a) or (b) above,  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 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 in the manner described above in this Section 6.05.

             If the fair market value of the Common  Stock cannot be  determined
on the basis  previously  set forth in this Section 6.05 on the date as of which
fair market value is to be  determined,  the SIP Committee 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.

             All distributions of a Participant's Bookkeeping  Account shall  be
made in cash if not made in Keystone Financial, Inc. Common Stock.

             Section 6.06  Loans.  No loans to Participants of  amounts credited
to a Participant's Bookkeeping Account shall be permitted.

             Section 6.07 Automatic Cash Out. The Plan is intended to constitute
an unfunded  plan for tax  purposes  and for purposes of Title I of ERISA and is
intended  to be  maintained  primarily  for the  purpose of  providing  deferred
compensation for a select group of management or highly compensated employees of
Keystone and Participating Entities and to qualify for the exclusions from Title
I of ERISA which are provided for in Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.  Notwithstanding any provision in this Plan to the contrary, in the event
that the  Department of Labor,  or any other  regulatory  or other body,  issues
final regulations which provide, or a court issues a final  determination,  that
the Plan does not qualify for any of such exclusions  under ERISA, the Committee
or the Board may revoke the  designation  of all or some employees as Executives
for the current or future Plan Years,  and the  Committee  or the Board may take
such other action as it  determines to be  appropriate  in order for the Plan to
qualify for such exclusions. In addition, Participants who are determined not to
be  Executives  because of this  Section  6.07  shall have the  balance in their
Bookkeeping Account, determined as of the end of the preceding calendar quarter,
plus the amount of any Deferred  Compensation and Matching  Contribution Credits
during the current calendar quarter, distributed in a single lump sum as soon as
practicable  after it is determined  that they are no longer an  Executive,  and
such  Participant's  Deferral  Agreement shall be void and of no further effect.
Keystone, the Participating  Entities, the Committee and the Board shall have no
liability to any Participant who receives a distribution  from the Plan or whose
participation is otherwise affected by reason of this Section 6.07.

             Section 6.08 Hardship Withdrawal.  Notwithstanding the terms of any
Deferral  Agreement made by a Participant  hereunder,  the Committee may, in its
sole  discretion,  permit on or after January 1, 1994 the withdrawal of all or a
portion of the amounts credited to a Participant's Bookkeeping Account, upon the
request of the Participant or the Participant's representative, or following the
death of a Participant  upon the request of a Participant's  Beneficiary or such
Beneficiary's  representative,  if the Committee determines that the Participant
or  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  Participant  or
Beneficiary  and  that  would  result  in  severe  financial   hardship  to  the
Participant or Beneficiary if an early hardship  withdrawal  were not permitted.
The  Participant or Beneficiary  shall provide to the Committee such evidence as
the  Committee  may  require  to  demonstrate  that such  emergency  exists  and
financial  hardship  would  occur  if the  withdrawal  were not  permitted.  Any
withdrawal  under this Section shall be limited to the amount  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 Participant 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 Committee
approves the payment and determines the amount of the payment,  in a single lump
sum first from the portion of the  Bookkeeping  Account for Plan Years beginning
on or after  January 1, 1994 with the  longest  number of  installment  payments
being first (from  Pre-Tax  Savings  first and then from  Matching  Contribution
Credits  for the same Plan Year),  and then from the portion of the  Bookkeeping
Account  representing  Plan  Years  beginning  prior to January 1, 1994 with the
latest  payment  commencement  dates first (from Pre-Tax  Savings first and then
from  Matching  Contribution  Credits for the same Plan  Year),  in each case in
accordance with Section 5.04(e).

             Section 6.09 Withholding for Taxes.  All Deferred  Compensation and
Matching  Contribution  Credits shall be subject to Federal  income,  FICA,  and
other tax  withholding  as  required  by  applicable  law.  At the time that tax
withholding  is required,  if an amount is payable in cash under the Plan to the
Participant  the amount of the required tax  withholding  shall be withheld from
and reduce such cash payment. If, however, an amount is not then payable in cash
or the cash payable under the Plan to the  Participant is less than the required
withholding,  the  Participant  shall pay,  by check or money  order  payable to
Keystone or the Participant Entity employing the Participant, not later than the
date such  withholding is required,  the amount of the required tax  withholding
or, at the sole election of Keystone or such Participating Entity, the amount of
required tax  withholding  shall be withheld from other  compensation or amounts
payable  to the  Participant.  The  Participant  shall  hold  Keystone  or  such
Participating Entity harmless in acting to satisfy the withholding obligation in
this manner.

<PAGE>

                                   ARTICLE VII

                                   BENEFICIARY

             Section 7.01 Beneficiary  Designation.  A Participant may file with
the  Committee  or its  delegate a completed  designation  of  Beneficiary  form
provided by the Committee or its delegate. Such designation may be made, revoked
or changed by the Participant at any time before death or receipt of the balance
of the  Bookkeeping  Account,  but such  designation of Beneficiary  will not be
effective  and  supersede  all  prior  designations  until  it is  received  and
acknowledged by the Committee or its delegate.

             Section 7.02 Proper Beneficiary.  If the Committee has any doubt as
to the proper  Beneficiary to receive  payments  hereunder,  the Committee shall
have  the  right  to  withhold  such  payments   until  the  matter  is  finally
adjudicated.  However,  any payment made in good faith shall fully discharge the
Committee,  Keystone,  the Participating Entities and the Board from all further
obligations with respect to that payment.

             Section 7.03 Minor or  Incompetent  Beneficiary.  If the  Committee
determines that any  Participant or Beneficiary  entitled to a payment under the
Plan is a minor or  incompetent by reason of physical or mental  disability,  it
may, in its sole discretion,  cause any payment thereafter  becoming due to such
person to be made to any other person for his benefit, without responsibility to
follow application of amounts so paid.  Payments made pursuant to this provision
shall completely discharge Keystone,  the Participating  Entities, the Plan, the
Committee and the Board.

<PAGE>

                                  ARTICLE VIII

                           ADMINISTRATION OF THE PLAN

             Section  8.01  Majority  Vote.  A  majority  of the  members of the
Committee  shall  constitute  a quorum  for  purposes  of  transacting  business
relating to the Plan. The acts of a majority of the members  present (in person,
or by conference  telephone) at any meeting of the Committee at which there is a
quorum  shall be valid  acts of the  Committee.  Acts  reduced  to and  approved
unanimously in writing by all of the Committee members shall also be valid acts.

             Section  8.02  Rules,  Regulations  and  Plan  Interpretation.  The
Committee shall,  from time to time,  establish  rules,  forms and procedures of
general application for the administration of the Plan. The Committee shall have
the full power and authority to construe and  interpret  the Plan,  and make all
determinations of Deferred  Compensation and Matching Contribution Credits under
the Plan,  designate  all  Executives,  and determine all facts and other issues
relating to claims and appeals under the Plan.  Any  determination  or action of
the  Committee  or the Board and the  records of the  Committee  shall be final,
conclusive  and  binding  on  all  Participants  and  Beneficiaries,  and  their
beneficiaries,  heirs, personal  representatives,  executors and administrators,
and upon Keystone,  the  Participating  Entities and all other persons having or
claiming  to have any right or  interest  in or under the Plan.  No  Participant
shall  participate in any decision of the Board or the Committee  which directly
or  indirectly  affects  the  Participant's  Deferred   Compensation,   Matching
Contribution Credits or Bookkeeping Account.

             Section 8.03 Certificates and Reports. The members of the Committee
and the officers and directors of Keystone and the Participating  Entities shall
be entitled to rely on all certificates and reports made by any accountants, and
on all opinions given by legal counsel  which,  legal counsel may be counsel for
Keystone or a Participating Entity.

             Section 8.04  Expenses.   The costs  and expenses  involved  in the
administration  of  the  Plan  shall  be  borne by Keystone or the Participating
Entity.



<PAGE>

                                   ARTICLE IX

                                CLAIMS PROCEDURE

             Section  9.01  Written   Claim.   The  value  of  a   Participant's
Bookkeeping Account shall be paid in accordance with the provisions of the Plan.
In the event of a claim by a Participant or a  Participant's  Beneficiary for or
in respect of any benefit under the Plan or the method of payment thereof,  such
Participant or Beneficiary  shall present the reason for his claim in writing to
the Committee,  in c/o Keystone HR Administration,  Williamsport,  or such other
person or entity designated and communicated by the Committee.

             Section 9.02 Denied Claim. The Committee shall,  within ninety (90)
days after the receipt of such written claim,  send written  notification to the
Participant or Beneficiary as to its disposition,  unless special  circumstances
require an extension of time for processing  the claim.  If such an extension of
time for  processing  is  required,  written  notice of the  extension  shall be
furnished to the claimant  prior to the  termination  of the initial ninety (90)
day period. In no event shall such extension exceed a period of ninety (90) days
from the end of such initial  period.  The extension  notice shall  indicate the
special  circumstances  requiring an extension of time and the date by which the
Committee expects to render the final decision. In the event the claim is wholly
or partially denied, the written notification shall state the specific reason or
reasons for the denial, include specific references to pertinent Plan provisions
on which the denial is based,  provide an explanation of any additional material
or information necessary for the Participant or Beneficiary to perfect the claim
and a statement of why such material or information is necessary,  and set forth
the procedure by which the  Participant or Beneficiary  may appeal the denial of
the claim. If the claim has not been granted and notice is not furnished  within
the time period specified in the preceding paragraph,  the claim shall be deemed
denied for the purpose of proceeding  to appeal in accordance  with Section 9.03
below.

             Section  9.03  Review  Procedure.  In the  event a  Participant  or
Beneficiary wishes to appeal the denial of his claim, he may request a review of
such denial by making written  application to the Committee,  in c/o Keystone HR
Administration,  Williamsport,  or such other  person or entity  designated  and
communicated  by the  Committee,  within  sixty (60) days  after  receipt of the
written  notice of denial (or the date on which  such claim is deemed  denied if
written notice is not received  within the applicable  time period  specified in
Section 9.02 above).  Such  Participant or Beneficiary  (or his duly  authorized
representative)  may, upon written  request to the Committee,  review  documents
which are pertinent to such claim,  and submit in writing issues and comments in
support of his position.

             Section 9.04 Committee Review. Within sixty (60) days after receipt
of the written  appeal  (unless an extension of time is necessary due to special
circumstances  or is agreed  to by the  parties,  but in no event  more than one
hundred and twenty (120) days after such  receipt),  the Committee  shall notify
the Participant or Beneficiary of its final decision.  Such final decision shall
be in writing and shall include specific reasons for the decision,  written in a
manner calculated to be understood by the claimant,  and specific  references to
the pertinent Plan provisions on which the decision is based. If an extension of
time for review is required because of special circumstances,  written notice of
the extension  shall be furnished to the claimant prior to the  commencement  of
the  extension.  If the claim has not been  granted  and  written  notice is not
provided  within the time period  specified  above,  the appeal  shall be deemed
denied.

             Section  9.05  Claims  Procedure   Mandatory  and  Binding.   If  a
Participant  or Beneficiary  does not follow the procedures set forth above,  he
shall be deemed to have waived his right to appeal benefit  determinations under
the Plan.  In addition,  all  determinations  by and  decisions of the Committee
under this Article IX shall be binding on and  conclusive as to the  Participant
or Beneficiary.

<PAGE>

                                    ARTICLE X

                              NATURE OF OBLIGATION

             Section 10.01  Obligation.  The Plan  constitutes a mere promise by
Keystone or the  Participating  Entity to make  benefit  payments in the future.
Keystone and the  Participating  Entities'  obligations  under the Plan shall be
unfunded and unsecured promises to pay. Keystone and the Participating  Entities
shall not be obligated under any circumstance to fund their respective financial
obligations under this Plan. Any of them 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
ERISA, or the Code and provided,  further, that any trust created by Keystone or
a  Participating  Entity and any assets held by such trust to assist Keystone or
the Participating  Entity 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   10.02   Creditor   Status.   Neither   Keystone  nor  the
Participating  Entities  nor this Plan  gives  the  Participant  any  beneficial
ownership  interest in any asset of Keystone or the  Participating  Entity.  The
Participants and their  Beneficiaries shall have the status of, and their rights
to receive  payments  from a  Bookkeeping  Account  shall be no greater than the
rights  of,   general   unsecured   creditors  of  Keystone  or  the  applicable
Participating Entity.

<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

             Section 11.01  Written  Notice.  Any notice to the Committee  which
shall be or may be given  under  the Plan and  Deferral  Agreements  shall be in
writing and delivered to the Committee or its delegate.  Notice to a Participant
shall  be  addressed  to  the  address  shown  on  such  Participant's  Deferral
Agreement.

             Section 11.02 Change of Address.  Any party may, from time to time,
change the address to which notices shall be mailed by giving  written notice of
such new address.

             Section 11.03 Merger, Consolidation or Acquisition. All obligations
for  amounts  vested but not yet paid under the Plan shall  survive  any merger,
consolidation  or sale of  substantially  all of Keystone's  or a  Participating
Entity's  assets to any entity,  and be the  liability  of the  successor to the
merger or  consolidation  or purchaser of assets,  unless otherwise agreed to by
the parties thereto.

             Section 11.04  Amendment and  Termination.  The Board,  in its sole
discretion, may amend, modify or terminate the Plan at any time and from time to
time, provided that no such amendment, modification, or termination shall reduce
the Participant's or Beneficiary's vested interest in the Bookkeeping Account as
of the day  before  any such  amendment,  modification  or  termination,  unless
consented  to  by  the  affected  Participant  or  by  the  Beneficiary  if  the
participant is deceased.

             Section  11.05  Nonalienation.  Except as may be  required  by law,
neither the Participant nor any Beneficiary 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, including in
respect of any liability of a Participant  or  Beneficiary  for alimony or other
payments for the support of a spouse,  former spouse,  child or other dependent,
prior to actually  being received by the  Participant or Beneficiary  hereunder,
nor shall the  Participant's or  Beneficiary's  rights to benefit payments under
the Plan be subject in any manner to anticipation,  alienation,  sale, transfer,
assignment, pledge, encumbrance,  attachment, or garnishment by creditors of the
Participant or Beneficiary or to the debts, contracts, liabilities, engagements,
or torts of any Participant or  Beneficiary,  or transfer by operation of law in
the event of bankruptcy or insolvency of the Participant or any Beneficiary,  or
any legal process. Notwithstanding the foregoing, the Committee may, in its sole
discretion,  recognize and establish  procedures  for  administering  a domestic
relations  or other family  court order  providing  for the Plan to pay all or a
portion  of a  Participant's  Bookkeeping  Account  to or for the  benefit  of a
Participant's spouse,  former spouse or children,  provided that such order does
not require the Plan to make payment prior to the time payment  would  otherwise
be made to the  Participant  pursuant to the terms of the Plan as in effect from
time to time and that it meets such other  requirements  as the Committee  shall
specify.

             Section  11.06 Legal Fees. A  Participant  or  Beneficiary  will be
reimbursed by Keystone (or its  successor) or the  Participating  Entity (or its
successor)  for any and all  reasonable  legal  fees  incurred  in  successfully
enforcing,  by  judgment  of a court of  competent  jurisdiction  and  after all
appeals have been exhausted, the Participant's or Beneficiary's right to receive
payments under the terms of the Plan.

             Section  11.07  Construction.  The  provisions of the Plan shall be
construed,  administered  and  governed  by  the  laws  of the  Commonwealth  of
Pennsylvania, including its statute of limitations provisions, to the extent not
preempted  by ERISA or other  applicable  Federal  law.  Titles of Articles  and
Sections of the Plan are for  convenience  of  reference  only and are not to be
taken into account when construing and interpreting the provisions of the Plan.

             Section  11.08 Gender and Number.  The masculine  pronoun  whenever
used in the Plan shall include the feminine and vice versa.  The singular  shall
include the plural and the plural  shall  include  the  singular  whenever  used
herein unless the context requires otherwise.

             Section  11.09 No  Employment  Rights.  Neither the adoption of the
Plan  nor any  provision  of the  Plan  shall  be  construed  as a  contract  of
employment  between  Keystone or a  Participating  Entity and any  Executive  or
Participant,  or as a guarantee  or right of any  Executive  or  Participant  to
future or continued employment with Keystone or a Participating  Entity, or as a
limitation on the right of Keystone or a  Participating  Entity to discharge any
of  its  employees  with  or  without  cause.  Specifically,  designation  as an
Executive or being a Participant  does not create any rights,  and no rights are
created  under the Plan,  with  respect to  continued  or future  employment  or
conditions of employment.

             Section 11.10 Illegal or Invalid  Provision.  In case any provision
of the Plan shall be held  illegal or invalid  for any reason,  such  illegal or
invalid provision shall not affect the remaining parts of the Plan, but the Plan
shall be  construed  and  enforced  without  regard to such  illegal  or invalid
provision.