EXHIBIT 10.1









                            KEYSTONE FINANCIAL, INC.

                       DIRECTOR DEFERRED COMPENSATION PLAN

                                 March 31, 1988

<PAGE>

                                    ARTICLE I

                                     PURPOSE

         The  purpose  of  the  Keystone   Financial,   Inc.  Director  Deferred
Compensation  Plan  (hereinafter  referred to as the "Plan") is to provide funds
for  Retirement  or death for  directors  (or their  Beneficiaries)  of Keystone
Financial,  Inc. and its operating companies.  It is intended that the Plan will
aid in retaining and attracting  directors by providing a method of accumulating
capital for Retirement.

<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

         For the purposes of this Plan,  the  following  words and phrases shall
have the meanings indicated, unless the context clearly indicates otherwise:

         Section 2.01 Beneficiary.  "Beneficiary"  means the person,  persons or
entity  designated by the Participant to receive any benefits  payable under the
Plan.  Any  Participant  Beneficiary  designation  shall  be made  in a  written
instrument filed with the Company and shall become effective only when received,
accepted and acknowledge in writing by the Company.

         Section 2.02  Board.  "Board"  means  the  Board  of  Directors  of the
Company.

         Section 2.03 Committee. "Committee" means the Human Resources Committee
of the Board.

         Section 2.04 Company.  "Company"  means  Keystone  Financial, Inc., its
successors,  any subsidiary or affiliated organizations  authorized by the Board
of Directors of Keystone Financial, Inc. or the Committee to participate in the
Plan and any  organization  into with which the Company may merge or consolidate
or to which all or  substantially  all of its assets may be transferred.

         Section 2.05 Deferral  Benefit.  "Deferral  Benefit"  means the benefit
payable to a Participant on his retirement, death, disability, or termination of
employment as calculated in Article VII hereof.

         Section 2.06 Deferred Benefit Account. "Deferred Benefit Account" means
the  accounts  maintained  on the  books  of  account  of the  Company  for each
Participant  pursuant to Article VI. Separate Deferred Benefit Accounts shall be
maintained for each  Participant.  More than one Deferred Benefit Account may be
maintained  for each  Participant  as necessary to reflect (a) various  interest
credits, (b) separate year deferral elections,  and/or (c) Account A and Account
B elections.  A Participant's Deferred Benefit Accounts shall be utilized solely
as a device for the measurement and  determination  of the amounts to be paid to
the Participant pursuant to this Plan. A Participant's  Deferred Benefit Account
shall not constitute or be treated as a trust fund of any kind.

         Section 2.07 Determination Date. "Determination Date" means the date on
which the amount of a  Participant's  Deferred  Benefit Account is determined as
provided in Article VI hereof.  The last day of April shall be the Determination
Date.

         Section 2.08 Moody's Bond Index. "Moody's Bond Index" means the average
annual  composite yield on Moody's  Seasoned  Corporate Bond Yield Index for the
preceding  year as  determined  from  Moody's  Bond Record  published by Moody's
Investors  Services,  Inc. (or any successor  thereto),  or, if such yield is no
longer published, a substantially similar average selected by the Company.

         Section 2.09 Participant.  "Participant"  means  any  individual who is
designated by the Company to  participate  in this Plan and who elects to parti-
cipate by filing a Participation Agreement as provided in Article IV.

         Section 2.10 Participation Agreement.  "Participation  Agreement" means
the agreement filed by a Participant  prior to the beginning of the first period
for which the Participant's  Compensation is to be deferred pursuant to the Plan
and the Participation Agreement. A new Participation Agreement shall be filed by
the Participant for each separate deferral election.

         Section  2.11  Plan  Administrator.   "Plan  Administrator"  means  the
General Counsel for the Company.

         Section  2.12  Plan  Year.  "Plan  Year"  means a  twelve-month  period
commencing  May 1 and ending the  following  April 30. The first Plan Year shall
commence on May 1, 1988.

         Section  2.13 Retirement.  "Retirement" means the attainment of age 70.

<PAGE>

                                   ARTICLE III

                                 ADMINISTRATION

         Section 3.01 Plan  Administrator;  Company and Committee;  Duties: This
Plan shall be  administered  by the Plan  Administrator.  Decisions  of the Plan
Administrator  shall be reviewable by the  Committee.  The Committee  shall also
have the authority to make, amend, interpret,  and enforce all appropriate rules
and  regulations for the  administration  of this Plan and decide or resolve any
and all  questions  including  interpretations  of this  Plan,  as may  arise in
connection with the Plan.

         Section 3.02 Binding Effect of Decisions. The decision or action of the
Committee in respect to any question  arising out of or in  connection  with the
administration,  interpretation  and  application  of the Plan and the rules and
regulations  promulgated  hereunder shall be final,  conclusive and binding upon
all persons having any interest in the Plan, unless a written appeal is received
by the Committee  within sixty days of the disputed  action.  The appeal will be
reviewed by the  Committee  and the  decision of the  Committee  shall be final,
conclusive and binding on the Participant  and all persons  claiming by, through
or under the Participant.

<PAGE>

                                   ARTICLE IV

                                  PARTICIPATION

         Section 4.01 Participation.  Participation in the Plan shall be limited
to  directors  who elect to  participate  in the Plan by filing a  Participation
Agreement  with the Company.  A  Participation  Agreement must be filed prior to
April  1  immediately  preceding  the  Plan  Year  in  which  the  Participant's
participation under the agreement will commence, and the election to participate
shall be effective on the first day of May following receipt by the Company of a
properly completed and executed Participation Agreement.

         Section 4.02 Minimum and Maximum  Deferral.  A Participant may elect in
any  Participation  Agreement  to  defer  all  or  a  portion  of  his  director
compensation.  The minimum and maximum  amounts  that may be deferred  under any
single Participation Agreement shall be in $1,000 units and shall be as follows:

                             MINIMUM DEFERRAL           MAXIMUM DEFERRAL
                             ----------------           ----------------
         Account A                $ 8,000                    $ 8,000

         Account B                $12,000             100% of compensation

         Section 4.02(a) From time to time, the Company may increase or decrease
the minimum and maximum  deferrals  set forth  above,  as well as the period for
which the  deferrals are effective by giving  reasonable  written  notice to the
affected  Participants.  Such changes shall be effective  for all  Participation
Agreements filed thereafter.

         Section  4.02(b) A  Participant's  election  to defer his  compensation
shall be irrevocable upon the filing of the respective  Participation Agreement;
provided,  however,  that the deferral under any Participation  Agreement may be
suspended or amended as provided in paragraph 9.01.

         Section 4.03  Additional  Participation  Agreement.  A Participant  may
enter into  additional  Participation  Agreements  if authorized to do so by the
Committee by filing a Participation  Agreement with the Company prior to April 1
of any calendar  year,  stating the amount that the  Participant  elects to have
deferred.

<PAGE>

                                    ARTICLE V

                              DEFERRED COMPENSATION

         Section 5.01 Deferred  Compensation.  The amount of Compensation that a
Participant  elects  to defer in the  Participation  Agreement  executed  by the
Participant,  with respect to each Plan Year of participation in the Plan, shall
be credited by the Company to the Participant's Deferred Benefit Account. To the
extent that the Company is required to withhold any taxes or other  amounts from
the employee's deferred wages pursuant to any state,  federal or local law, such
amounts  shall be taken out of the  portion  of the  Participant's  compensation
which is not deferred under this Plan, or the  Participant  shall be required to
submit a check to the  Company in an amount  equal to any taxes  required  to be
withheld.

         Section 5.02 Vesting of Deferred Benefit Account.  A Participant shall
be  100%  vested  in his  Deferred Benefit Account.


<PAGE>

                                   ARTICLE VI

                            DEFERRED BENEFIT ACCOUNT

         Section 6.01  Determination  of Account.  Each  Participant's  Deferred
Benefit Account,  as of each Determination Date, shall consist of the balance of
the  Participant's  Deferred  Benefit  Account as of the  immediately  preceding
Determination  Date. The Deferred Benefit Account of each  Participant  shall be
reduced  by the amount of all  distributions,  if any,  made from such  Deferred
Benefit  Account since the preceding  Determination  Date,  and increased by the
amount of any  compensation  deferred  and interest  earned since the  preceding
Determination Date.

         Section  6.02  Type of  Deferral.  A  Participant  may  elect to have a
portion of the amount deferred credited to either Account A or to Account B. The
election  shall  be made  by a  properly  executed  Participation  Agreement.  A
separate  Deferred  Benefit  Account  shall be  maintained  for a  Participant's
Account A and for a Participant's  Account B. Account A may be selected only one
time; thereafter, all subsequent deferrals shall be credited to Account B.

         Section  6.03   Account  A.  As  of  each   Determination   Date,   the
Participant's  Deferred  Benefit  Account A shall be  increased by the amount of
interest earned since the preceding  Determination  Date. The Account A Deferred
Benefit  shall be  maintained  and  increased by the  percentage of Moody's Bond
Index  specified  in  the  Participant's   Participation   Agreement  until  the
Participant's Retirement.  Subsequent to the Participant's Retirement,  however,
Moody's Bond Index shall no longer be determined annually and shall be deemed to
be  the  average  Moody's  Bond  Index  rate  in  effect  during  the five years
immediately preceding the Participant's Retirement.

         Section  6.04   Account  B.  As  of  each   Determination   Date,   the
Participant's  Deferred  Benefit  Account B shall be  increased by the amount of
interest earned since the preceding  Determination  Date. The Account B Deferred
Benefit  shall be  maintained  and  increased by the  percentage of Moody's Bond
Index  specified  in  the  Participant's   Participation   Agreement  until  the
Participant's Retirement.  Subsequent to the Participant's Retirement,  however,
Moody's Bond Index shall no longer be determined annually and shall be deemed to
be the  average  Moody's  Bond  Index  rate in  effect  during  the  five  years
immediately preceding the Participant's Retirement.

         Section 6.05 Alternate Rate. The interest credit rates in Sections 6.03
and 6.04 may be amended in the Company's sole  discretion if marginal  corporate
tax rates are changed or if any  investment  vehicle being utilized is no longer
appropriate.  The Plan  Administrator  shall  retain the  services of an outside
advisor to determine an appropriate alternate rate.

         Section 6.06  Statement of Accounts.  The Company  shall submit to each
Participant,  within 120 days after the close of each Plan Year,  a statement in
such form as the  Company  deems  desirable,  setting  forth the  balance to the
credit of such Participant in his Deferred Benefit Account A and in his Deferred
Benefit Account B, in each case as of the last day of the preceding Plan Year.

<PAGE>

                                   ARTICLE VII

                                    BENEFITS

         Section 7.01 Benefit Upon  Retirement.  Subject to Section 7.05, upon a
Participant's  Retirement,  he shall be entitled to a Deferral  Benefit equal to
the amount of his Deferred  Benefit  Account  determined  under Section 6.01 and
payable under Section 7.03 as of the  Determination  Date  coincidental  with or
immediately following such event.

         Section 7.02 Death.  If a Participant  dies after the  commencement  of
payments of his Deferral  Benefit,  his Beneficiary  shall receive the remaining
installments of his Deferred Benefit Account. If a Participant dies prior to any
payments of a Deferral Benefit, his Beneficiary shall receive a lump sum payment
equal to his Deferred Benefit Account as of the Determination  Date coincidental
with or immediately following such death.

         Section  7.03 Form of Benefit  Payment.  The  Company  shall pay to the
Participant  or his  Beneficiary,  the  amount  specified  in ten  equal  annual
installments or as a lump sum as provided in Section 7.02. Annual Payments shall
be a fixed amount which amortizes the Deferred  Benefit Account balance in equal
annual  payments  of  principal  and  interest  over a period of ten years.  For
purposes of determining  the amount of the annual  payment,  the assumed rate of
interest shall be the post-retirement  rate under the terms of Sections 6.03 and
6.04.

         Section 7.04 Lump Sum Payment.  Notwithstanding  Section  7.03,  in its
sole  discretion  the Committee may make a lump sum payment.

         Section 7.05  Commencement  of  Payments.  Unless  otherwise  provided,
commencement  of payments  under this Plan shall begin within 60 days  following
receipt  of  notice  by the Plan  Administrator  of an event  which  entitles  a
Participant  (or a Beneficiary)  to payments under this Plan, or at such earlier
date as may be determined by the Company.  All payments shall be made as soon as
practicable after the last day of April.

<PAGE>

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

         Section 8.01 Beneficiary  Designation.  Each Participant shall have the
right,  at any time,  to designate any person or persons as his  Beneficiary  or
Beneficiaries  (both principal as well as contingent) to whom payment under this
Plan shall be paid in the event of his death prior to complete  distribution  to
Participant of the benefits due him under the Plan.

         Section 8.02 Amendments.  Any Beneficiary designation may be changed by
a Participant by the written  filing of such change on a form  prescribed by the
Company.  The  filing of a new  Beneficiary  designation  form will  cancel  all
Beneficiary designations previously filed.

         Section 8.03 No Beneficiary Designation.   If  a  Participant  fails to
designate a Beneficiary as provided  above,  or if all designated  Beneficiaries
predecease  the  Participant,  then any amounts to be paid to the  Participant's
Beneficiary shall be paid to the Participant's estate.

         Section 8.04 Effect of Payment.  The payment to the deemed  Beneficiary
shall completely discharge Company's obligations under this Plan.

<PAGE>

                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

         Section 9.01 Amendment.  The Board or the  Committee  may  at  any time
amend the Plan in whole or in part; provided,  however,  that no amendment shall
be effective to decrease or restrict any Deferred Benefit Account at the time of
such amendment, except as provided in Section 6.05.

         Section 9.02 Company's  Right to Terminate.  The Board or the Committee
may at any time terminate the Plan with respect to new elections to defer if, in
its judgment, the continuance of the Plan, the tax, accounting, or other effects
thereof,  or potential payments thereunder would not be in the best interests of
the  Company.  The Board or the  Committee  may also  terminate  the Plan in its
entirety at any time, and upon any such termination, each Participant (a) who is
then  receiving  a Deferral  Benefit  shall be paid in a lump sum,  or over such
period of time as determined  by the Company (not to exceed 10 years),  the then
remaining balance in his Deferred Benefit Account and (b) who has not received a
Deferral  Benefit  shall be paid in a lump sum,  or over such  period of time as
determined by the Company (not to exceed 10 years),  the balance in his Deferred
Benefit Account.

<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

         Section  10.01  Unsecured  General  Creditor.  Participants  and  their
Beneficiaries shall have no legal or equitable rights, interest or claims in any
property or assets of the Company,  nor shall they be Beneficiaries  of, or have
any  rights,  claims  or  interests  in any  life  insurance  policies,  annuity
contracts  or the  proceeds  therefrom  owned or which  may be  acquired  by the
Company ("Policies").  Such Policies or other assets of the Company shall not be
held under any trust for the benefit of Participants or their  Beneficiaries  or
held in any way as collateral  security for the fulfilling of the obligations of
the Company under this Plan.  Any and all of the  Company's  assets and Policies
shall  be,  and  remain,  the  general,  unpledged,  unrestricted  assets of the
Company,  and obligations under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.

         Section 10.02  Nonassignability.  Neither a  Participant  nor any other
person  shall  have any  right  to  commute,  sell,  assign,  transfer,  pledge,
anticipate,  mortgage or otherwise encumber,  transfer  hypothecate or convey in
advance of actual receipt the amounts,  if any, payable  hereunder,  or any part
thereof,  which  are,  and all  rights to which are,  expressly  declared  to be
unassignable and  non-transferable.  No part of the amounts payable shall, prior
to actual payment, be subject to seizure or sequestration for the payment of any
debts,  judgments,  alimony or separate maintenance owed by a Participant or any
other  person,  nor be  transferable  by  operation  of law  in the  event  of a
Participant's or any other person's bankruptcy or insolvency.

         Section 10.03 Protective Provisions.  A Participant will cooperate with
the Company by furnishing any and all information  requested by the Company,  in
order to  facilitate  the  payment of  benefits  hereunder,  and by taking  such
physical  examinations  as the Company may deem  necessary and taking such other
action as may be requested by the Company.

<PAGE>

                            KEYSTONE FINANCIAL, INC.

                       DIRECTOR DEFERRED COMPENSATION PLAN

                          SUMMARY OF PLAN A AND PLAN B

                                      1988

PLAN A - LEVERAGED INSURANCE UTILIZED

        I.   PURPOSE

             The  purpose of this plan is to permit  directors  to  utilize  the
             maximum amount of tax leveraged  insurance as an investment vehicle
             for pre-tax  deferrals of director fees. Plan A will not be offered
             in the  future  if  tax  laws  adversely  affecting  tax  leveraged
             insurance are enacted.

        II.  PARTICIPATION

             All  Bank  and  Holding  Company  directors  who are not  currently
             participating in an insurance funded plan may participate.

        III. AMOUNT

             Each participant must defer $8,000. For ease of administration,  it
             is preferable that this deferral be made in one year.

                o However, two $4,000 deferrals or deferring $2,000 annually for
                  four consecutive years will be permitted.

             A participant's election to defer his compensation is irrevocable.

        IV.  VESTING

             Participants will be 100% vested in their deferred benefit account.

        V.   INTEREST CREDITS

             Deferral accounts will be credited annually with interest at a rate
             equal to a percentage of Moody's Long-Term Corporate Bond Index.

                o  The rate will be determined by a participant's  entry age and
                   will range from 120% of Moody's  for a 45-year old to 240% of
                   Moody's for a 66-year old.

                o  Interest  crediting rates and projected  benefits  assuming a
                   10%  Moody's  rate are shown on  Exhibit  1 on the  following
                   page.

<PAGE>

                                    EXHIBIT 1

                             DIRECTORS DEFERRAL PLAN

                             INTEREST CREDITING RATE

                              FOR NEW PARTICIPANTS

                            TOTAL DEFERRAL = $8,000

                               LEVERAGED INSURANCE


            INTEREST CREDITING         PROJECTED ANNUAL
              RATE AS A %                  BENEFIT -
   AGE         OF MOODY'S                MOODY'S = 10%
   ---      -----------------       ---------------------

   45            120%                     $18,277
   46            120
   47            122
   48            124
   49            127                       13,422
   50            129
   51            132
   52            135
   53            138                       10,022
   54            141
   55            144
   56            147
   57            150                        7,000
   58            154
   59            161
   60            169
   61            179                        5,261
   62            190
   63            202
   64            214
   65            227
   66            240                        3,088


        o Assumes the purchase of Great West Life.

        o Projected  annual  benefit  payable at age 70 for 10 years assuming an
          average  Moody's of 10%.  Actual  benefits  depend upon actual Moody's
          rates.

<PAGE>

      VI.    COMMENCEMENT OF BENEFIT PAYMENTS

             Benefits shall be paid annually for ten years commencing at age 70.

             o In the  event  of  death  prior  to  age  70,  the  participant's
               beneficiary  shall be entitled to a lump sum payment equal to his
               account balance.

             o In the event of total and permanent  disability  prior to age 70,
               the  participant  may  elect to have  benefit  payments  commence
               earlier than age 70.

        VII. STATEMENT OF ACCOUNT

             Within the first  quarter of each year,  the Company will provide a
             statement to each participant  showing his deferred benefit account
             balance.

        VIII. INSURANCE POLICIES

             Insurance  policies  are  owned by  Keystone.  Directors  remain an
             unsecured general creditor of the company.

<PAGE>

PLAN B - NONLEVERAGED INSURANCE UTILIZED

        I.   PURPOSE

             The  purpose of this plan is to permit the  investment  of deferred
             director fees in a nonleveraged insurance product as an alternative
             to using a money market rate.

        II.  PARTICIPATION

             All Bank and Holding Company directors may participate.

        III. AMOUNT

             Participants  must defer a minimum of  $12,000  during a  four-year
             period  ($3,000  annually).  However,  the  deferral  period can be
             shortened  and/or larger amounts can be deferred.  A  participant's
             election to defer is irrevocable.

        IV.  VESTING

             Participants will be 100% vested in their deferred benefit account.

        V.   INTEREST CREDITS

             Deferred accounts will be credited annually with interest at a rate
             equal to a percentage of Moody's Long-Term Corporate Bond Index.

                o  The rate will be  determined by a  participant's  age in 1988
                   and will be equal to 110% of Moody's. This rate will not vary
                   by age.

                o  Projected  benefits  for sample  ages  assuming a 10% Moody's
                   rate are shown on  Exhibit  2 on the  following  page.  These
                   benefits  are compared to the  projected  benefit if an equal
                   amount were invested after tax at a comparable interest rate.

<PAGE>

                                    EXHIBIT 2

                            KEYSTONE FINANCIAL, INC.
                        PROPOSED DIRECTORS DEFERRAL PLAN

                           INTEREST CREDITING RATE ON
                       NON-LEVERAGED INSURANCE (ACCOUNT B)

                            EXAMPLE OF ANNUAL BENEFIT
                            TOTAL DEFERRAL = $12,000

                              ($3,000 for 4 years)

                                                PROJECTED
                         PROJECTED ANNUAL(1)  ANNUAL BENEFIT
     INTEREST CREDITING  BENEFIT IF MOODY'S   IF $12,000 IS
     RATE AS A % OF         RATE IS 10%        NOT DEFERRED     % INCREASE IN
        MOODY'S BOND     (10% x 110% = 11%     AND INVESTED   BENEFIT IF PRE-TAX
AGE        INDEX            CREDIT RATE)         AT 11%       DEFERRAL UTILIZED
--------------------------------------------------------------------------------
45          110%              $21,471            $8,636             149%
49          110%               14,144             6,497             118%
53          110%                9,317             4,888              91%
57          110%                6,137             3,678              67%
61          110%                4,043             2,767              46%
66          110%                2,399             1,940              24%

(1) Projected benefit payable at age 70 for 10 years assuming an average Moody's
rate of 10%. Actual benefits depend on actual Moody's rates.

(2) Projected benefit payable at age 70 for 10 years if this same $12,000 is not
deferred and (1) the after-tax amount is invested at 11% (110% of Moody's),  (2)
income is taxed annually and reinvested at 11%, (3) assuming individual tax rate
of 33%.

<PAGE>

        VI.  COMMENCEMENT OF BENEFIT PAYMENTS

             Benefits shall be paid annually for ten years commencing at age 70.

                o   In the  event of death  prior to age 70,  the  participant's
                    beneficiary shall be entitled to a lump sum payment equal to
                    his account balance.

                o   In the event of total and permanent  disability prior to age
                    70,  the  participant  may  elect to have  benefit  payments
                    commence earlier than age 70.

       VII.  STATEMENT OF ACCOUNT

             Within the first  quarter of each year,  the Company will provide a
             statement to each participant  showing his deferred benefit account
             balance.

       VIII. INSURANCE POLICIES

             Insurance  policies  are  owned by  Keystone.  Directors  remain an
             unsecured general creditor of the company.

<PAGE>

                            KEYSTONE FINANCIAL, INC.


                                    AGREEMENT

        This  Agreement  is made and entered into as of this  __________  day of
____________________,  19____,  by  and  between  Keystone  Financial,  Inc.,  a
corporation ("the Company"), and __________________________________,  a Director
of the  Company  ("the  Director")  and shall be  effective  beginning  with the
_________ day of ____________________, 19____ ("Effective Date").

        WHEREAS, the Company maintains a Plan for Deferred Payment of Directors'
Fees, and

        WHEREAS,  the Director agreed to defer a portion of his fees earned as a
Director of the Company and the Company  agreed to pay interest on such deferred
amounts  equal to the rate of  interest  payable  by  Mid-State  Bank and  Trust
Company on its Insured Money Market Savings Account, and

        WHEREAS, the Company is willing to prospectively credit interest on such
deferred  amounts at a rate equal to the rate payable  under  "Account B" of the
Keystone Financial, Inc. Director Deferred Compensation Plan effective March 31,
1988 and any amendments thereto;

         NOW, THEREFORE, the Company and the Director hereby agree as follows:

        (1)  The  Director's  Deferred  Compensation  Account  maintained by the
             Company  under  the  terms  of the  Plan for  Deferred  Payment  of
             Director Fees shall be ascertained as of March 31, 1988.

        (2)  Thereafter,  the Deferred  Compensation  Account  balance shall
             be treated as though it were invested under "Account B" of the
             Keystone Financial, Inc. Director Deferred Compensation Plan.

        (3)  The Director  agrees to defer  future  Director  compensation  into
             "Account B" of the Director Deferred  Compensation Plan as required
             to meet an aggregate minimum allowable deferral of $12,000.

        (4)  This  agreement  shall  constitute  an  amendment  to the  Plan for
             Payment of Deferred  Director Fees Notice of Election  entered into
             between the Company and the Director.  Such  amendment  shall apply
             only to the method and timing of interest credits.  All other terms
             of said Plan  including,  but not  limited  to,  Manner of Payment,
             Payment     Commencement     Date,     Beneficiary     Designation,
             Non-Alienability  of Benefits,  Administration  and  Governing  Law
             shall remain in effect under the original Agreement.

        (5)  This  Agreement  shall inure to the benefit of and be binding  upon
             the Company,  its successors and assigns,  and the Director and his
             Beneficiaries.

             IN WITNESS WHEREOF, the parties hereto have signed and entered into
this Agreement on and as of the date first above written.

                                                  KEYSTONE FINANCIAL, INC.


                                       By

------------------------------------      --------------------------------------
         Director's Name                          Plan Administrator

------------------------------------
      Director's Signature

<PAGE>

                            KEYSTONE FINANCIAL, INC.

                                    AGREEMENT

         This  Agreement  is made and entered into as of this  _________  day of
____________________,  19____,  by  and  between  Keystone  Financial,  Inc.,  a
corporation ("the Company"), and  _________________________________,  a Director
of the  Company  ("the  Director")  and shall be  effective  beginning  with the
_______ day of ___________________, 19____ ("Effective Date").

         WHEREAS,  the Company had previously entered into a Director's Deferred
Compensation  Agreement with the Director whereby the Director agreed to defer a
portion of his  current  income  earned as a  Director  of the  Company  and the
Company agreed to pay a specified monthly benefit to the Director  commencing on
his 70th birthday, and

         WHEREAS, reduced tax rates and long-term interest rates have caused the
Company to incur  significant  additional  costs to pay these benefits and these
costs were not foreseen or anticipated by either party to the Agreement;

         NOW, THEREFORE, the Company and the Director hereby agree as follows:

        (1)   The Director will defer $8,000

              ________ (a)   as soon as possible, or

              ________ (b)   in periodic installments during the next 24 months.

        (2)   The Director shall receive  deferred  compensation in an amount no
              less than 80% of the amount  specified in his Director's  Deferred
              Compensation Agreement.

<PAGE>

        (3)   The original deferred  compensation will be credited with interest
              annually  (from  the  date of the  deferral)  at a rate  equal  to
              ________% of the most recent annual  Moody's  Corporate Bond Index
              rate. Upon commencement of benefits,  the interest  crediting rate
              will be fixed at the previous  5-year  average  Moody's  Corporate
              Bond Index  rate.  This  5-year  average  rate will be credited as
              interest  on the  deferred  account  balance  during  the  benefit
              payment period and will result in equal benefit installments.

        (4)   The  Director  shall be  entitled  to  receive  the  higher of the
              benefit as calculated in paragraphs (2) or (3) above.

        (5)   In the event of the  death of the  Director  prior to age 70,  the
              Director's  beneficiary  shall be  entitled  to receive  the death
              benefit   payable  under  the  terms  of  the  Director   Deferred
              Compensation Agreement.

        (6)   This  Agreement  shall  constitute  an  amendment  to the Director
              Deferred  Compensation  Agreement  as provided  under the terms of
              that Agreement upon the Company,  its successors and assigns,  and
              the Director and his Beneficiaries.

         IN WITNESS  WHEREOF,  the parties  hereto have signed and entered  into
this Agreement on and as of the date first above written.

                                                 KEYSTONE FINANCIAL, INC.


                                          By

--------------------------------------       --------------------------------
         Director's Name                            Plan Administrator

--------------------------------------
      Director's Signature

<PAGE>

                            KEYSTONE FINANCIAL, INC.
                       DIRECTOR DEFERRED COMPENSATION PLAN
                             PARTICIPATION AGREEMENT

         This  Agreement  is made and entered into as of this  _________  day of
____________________,  19____,  by  and  between  Keystone  Financial,  Inc.,  a
corporation    ("Company"),     and     _________________________________,     a
("Participant")  and  shall  be  effective  beginning  with the  _______  day of
___________________, 19____ ("Effective Date").

         WHEREAS, the Company has adopted the  Keystone Financial, Inc. Director
Deferred Compensation Plan (the "Plan"), and

         WHEREAS, the Plan  requires  that an agreement be  entered into between
the Company and Participant;

         NOW,  THEREFORE,  the  Company  and the  Participant  hereby  agree  as
follows:

        1.    PLAN.   The  Plan,  a  copy  of  which  is  enclosed,   is  hereby
              incorporated  into and made a part of this Agreement as though set
              forth in full herein.  The parties shall be bound by, and have the
              benefit of, each and every  provision  of the Plan.  By  executing
              this Agreement,  the Participant acknowledges receipt of a copy of
              the Plan and confirms his  understanding  and acceptance of all of
              the terms, provisions and conditions thereof.

        2.    MINIMUM AND MAXIMUM DEFERRAL. All amounts must be in $1,000 units.
              The minimum deferral for Account A is $8,000 and the minimum
              deferral for Account B is $12,000.  The maximum deferral for
              Account A is $8,000.

              Check the  appropriate  blank(s) to the left of each election item
              if you wish it to apply.  Also fill in the blanks  with the dollar
              amounts:

        3.    DEFERRAL ELECTION.

              Account A

              ________    The  Participant  hereby  elects to defer  receipt  of
                          $____________  of his  Director  income  for the  next
                          _______ year(s).  (Must be equal annual amounts over a
                          period  of  not  to  exceed  four  years  for a  total
                          deferral of $8,000). The rate of interest paid on this
                          deferral shall be ______% of Moody's Bond Index.

              Account B

              ________    The  Participant  hereby  elects to defer  receipt  of
                          $____________  of his  Director  income  for the  next
                          ______  year(s).  (Must be equal annual amounts over a
                          period not to exceed  four years for a total  deferral
                          of $8,000). The rate of interest paid on this deferral
                          shall be ______% of Moody's Bond Index.

        4.    BENEFIT.    This Agreement shall inure to the benefit of, and be
                          binding upon the Company, its successors and assigns,
                          and the Participant and his Beneficiaries.

        5. GOVERNING LAW. This Agreement shall be construed under and governed
                          by the laws of the state of Pennsylvania.

         IN WITNESS  WHEREOF,  the parties  hereto have signed and entered  into
this Agreement on and as of the date first above written.

                                               KEYSTONE FINANCIAL, INC.


______________________________________  BY_____________________________________
      Participant's Name                          Plan Administrator

______________________________________
       Participant's Signature

<PAGE>

                            KEYSTONE FINANCIAL, INC.

                       DIRECTOR DEFERRED COMPENSATION PLAN

                             BENEFICIARY DESIGNATION


---------------------------------------    ------------------------------------
          Name in Full                            Social Security No.


         I have  designated my  Beneficiary or  Beneficiaries  and the method of
payment to such on the lower half of this form. Such  designation of Beneficiary
shall be applicable to the sums, if any, payable to my  Beneficiaries  under the
Keystone Financial, Inc. Director Deferred Compensation Plan.

                           DESIGNATION OF BENEFICIARY

         I designate the following as Beneficiary or  Beneficiaries  to receive,
in accordance with the method indicated, any payments to which my Beneficiary or
Beneficiaries  may be  entitled  under the  Keystone  Financial,  Inc.  Director
Deferred Compensation Plan, in the event of my death either prior to or after my
Retirement,  subject  to my right  at any time to  change  such  Beneficiary  or
Beneficiaries as provided under the Plan. (Note: If your Beneficiary is a Trust,
please state the name and address of the Trustee.)

        ________    Method A - Designation of a primary  Beneficiary  and one or
                    more  contingent  Beneficiaries.   The  person  first  named
                    receives all benefits if  surviving;  if not, the  remaining
                    person  or  persons   designated  receive  benefits  in  the
                    proportions  indicated.  In  the  event  of the  death  of a
                    contingent  Beneficiary,  the share of such person  shall be
                    allocated  to the listed  Beneficiaries  then living in pro-
                    portion to the shares  provided to each.  (If this method is
                    used, name each of the  Beneficiaries and show a 100% "Share
                    of  Payment"  for the  primary  Beneficiary.  Also  show the
                    "Share of Payment" for each  contingent  Beneficiary  if the
                    primary Beneficiary is not surviving.)

        ________    Method B - Designation of two or more  Beneficiaries  in the
                    proportions  indicated.  In the  event  of the  death of any
                    Beneficiary  prior to  receipt  of all death  benefits,  the
                    share  of such  person  shall  be  allocated  to the  listed
                    Beneficiaries  still  living  in  proportion  to  the  share
                    provided to each. (If this method is used,  name each of the
                    Beneficiaries  and  show the  "Share  of  Payment"  for each
                    Beneficiary.)

          BENEFICIARIES                          SHARE OF PAYMENT

----------------------------------------   ---------------------------------%
Name

----------------------------------------------------------------------------
Street Address                     City                               State


----------------------------   ---------------  ----------------------------
  Social Security No.*         Date of Birth*   Relationship to Participant





----------------------------------------   ---------------------------------%
Name

----------------------------------------------------------------------------
Street Address                     City                               State


----------------------------   ---------------  ----------------------------
   Social Security No.*         Date of Birth*   Relationship to Participant





----------------------------------------   ---------------------------------%
Name

----------------------------------------------------------------------------
Street Address                     City                               State


----------------------------   ---------------  ----------------------------
   Social Security No.*         Date of Birth*   Relationship to Participant



* Will not be applicable for corporate trustee or in certain other cases.


                                                KEYSTONE FINANCIAL, INC.


____________________________            By ________________________________
Participant's Name                          Committee of the Board

____________________________
Participant's Signature


____________________________
Date