EXHIBIT 10.3
                                                                    AUGUST 1997

                            KEYSTONE FINANCIAL, INC.

                     MANAGEMENT INCENTIVE COMPENSATION PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1993




            Working Copy - Includes First Amendment, effective 7/1/96
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                            KEYSTONE FINANCIAL, INC.

                     MANAGEMENT INCENTIVE COMPENSATION PLAN

                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I             OBJECTIVES........................................... 1

     Section 1.01     Objectives........................................... 1
     Section 1.02     Application of this Amended and Restated Plan........ 1


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

     Section 2.01     Definitions.......................................... 2


ARTICLE III           ADMINISTRATION OF THE PLAN........................... 4

     Section 3.01     Committee and Agents................................. 4
     Section 3.02     Rules and Regulations................................ 4
     Section 3.03     Quorum............................................... 4
     Section 3.04     Plan Interpretation.................................. 4
     Section 3.05     Notice of Participation.............................. 4
     Section 3.06     Costs................................................ 4
     Section 3.07     Unsecured Creditor................................... 4
     Section 3.08     Authority of Board and Committee..................... 5
     Section 3.09     Amendment, Modification or Termination............... 5
     Section 3.10     Claim and Appeal Procedure........................... 5


ARTICLE IV            PARTICIPANT ELIGIBILITY.............................. 7

     Section 4.01     Designation of Groups................................ 7
     Section 4.02     Participants......................................... 7
     Section 4.03     New Participating Entities........................... 7
     Section 4.04     Termination of Employment............................ 7
     Section 4.05     Death, Retirement, Disability, Leave of Absence
                          or Transfer...................................... 7
     Section 4.06     Directors............................................ 7

                                       1

<PAGE>


ARTICLE V             DETERMINATION OF INCENTIVE COMPENSATION
                      AWARD AND DESCRETIONARY BONUS........................ 8

     Section 5.01     Required Financial Performance Levels................ 8
     Section 5.02     Performance Criteria................................. 8
     Section 5.03     Determination of Salary Percentage and Allocation of
                          Performance Criteria............................. 9
     Section 5.04     Determination of Incentive Compensation Award........ 9
     Section 5.05     Determination of Discretionary Bonus................. 9

ARTICLE VI            PAYMENT TO PARTICIPANTS AND DEFERRALS................10

     Section 6.01     Timing of Payment....................................10
     Section 6.02     Payment in Common Stock..............................10
     Section 6.03     Beneficiary Designation..............................11
     Section 6.04     Deferral of Payment..................................11
     Section 6.05     Deferral Account.....................................12
     Section 6.06     Deemed Investment Elections..........................13
     Section 6.07     Payment of Deferred Amounts..........................14
     Section 6.08     Amount of Deferred Payment...........................15
     Section 6.09     Automatic Cash Out...................................15
     Section 6.10     Hardship Withdrawal..................................16
     Section 6.11     Tax Withholding......................................16


ARTICLE VII           MISCELLANEOUS PROVISIONS.............................18

     Section 7.01     No Recourse..........................................18
     Section 7.02     Expense..............................................18
     Section 7.03     Merger or Consolidation..............................18
     Section 7.04     Legal Costs..........................................18
     Section 7.05     Gender and Number....................................18
     Section 7.06     Construction.........................................18
     Section 7.07     Non-alienation.......................................18
     Section 7.08     No Employment Rights.................................19
     Section 7.09     Minor or Incompetent.................................19
     Section 7.10     Illegal or Invalid Provision.........................19

                                       -2-

<PAGE>
                                    ARTICLE I

                                   OBJECTIVES

     Section 1.01 Objectives.   The Plan was  originally  adopted,  and was  and
continues to be, designed to achieve the following objectives:

                  (a)      Increase  the  profitability  and growth of  Keystone
                           Financial  in a manner which is  consistent  with the
                           goals  of   Keystone,   its   stockholders   and  its
                           employees.

                  (b)      Provide executive  compensation  which is competitive
                           with  other  bank  holding  companies  and  banks and
                           provide the potential for payment of meaningful  cash
                           awards.

                  (c)      Attract  and retain  personnel of outstanding ability
                           and  encourage  excellence  in  the  performance   of
                           individual responsibilities.

                  (d)      Motivate and  reward those members  of management who
                           contribute to the success of Keystone.

                  (e)      Allow the  flexibility  which  permits  revision  and
                           strengthening  from time to time to reflect  changing
                           organizational goals and objectives.

                  (f)      The intent of this amended and restated  Plan,  which
                           is  effective  as  of  January  1,  1993,  is  profit
                           enhancement through quality performance.

     Section 1.02 - Application  of this Amended and Restated  Plan. The amended
and restated Plan set forth herein is generally effective as of January 1, 1993.
Certain  provisions  are  effective  on January 1, 1994 or later  dates.  To the
extent there is any  inconsistency  between this amended and restated Plan and a
Deferral Election filed with the Committee, or the time of payment provisions of
the prior Plan, with respect to deferred Incentive Compensation Awards for Award
Years which began prior to January 1, 1994, the Deferral  Election or prior Plan
time of payment provisions shall control.

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<PAGE>


                                   ARTICLE II

                                   DEFINITIONS


     Section 2.01 - Definitions. As used herein, the following words and phrases
shall have the meanings below, unless the context clearly indicates otherwise:

                  (a)      "Award Year" shall mean  a calendar year beginning on
                           or after January 1, 1993.

                  (b)      "Beneficiary"  shall  mean  the  person  or  persons,
                           natural  or  legal,  designated  in  writing  by  the
                           Participant  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.

                  (c)      "Board" shall mean the Board of Directors of Keystone

                  (d)      "Committee" shall mean the Human Resources Committee
                            of the Board.

                  (e)      "Deferral Account" shall mean the bookkeeping account
                           established on the books and records of Keystone or a
                           Participating  Entity,  as applicable, for a Partici-
                           pant  to reflect  the deferred Incentive Compensation
                           Award  credited to  the Participant for an Award Year
                           and adjustments thereto  under the various provisions
                           of the Plan.   The use of  the  term Deferral 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.

                  (f)      "Deferral Election" shall mean the written notice, in
                           the form prescribed by the Committee or its delegate,
                           filed with the Committee, which indicates the portion
                           of  an   Incentive   Compensation   Award  which  the
                           Participant  elects to defer in  accordance  with the
                           terms of the  Plan.  No  Deferral  Election  shall be
                           effective  until it is received and  acknowledged  by
                           the Committee or its delegate.

                  (g)      "Disability"  shall  mean  the  total  and  permanent
                           disability  of  a  Participant,  as  defined  by  any
                           Long-Term Disability Plan,  maintained by Keystone or
                           a  Participating  Entity which is  applicable  to the
                           Participant, as in effect at the time of
                           determination.

                  (h)      "Employee"  shall  mean  any common  law employee  of
                           Keystone or a Participating Entity.

                  (i)      "ERISA"  shall mean the  Employee  Retirement  Income
                           Security Act of 1974, as amended from time to time.

                                      -2-

                  (j)      "Fair Market  Value" shall mean the fair market value
                           of one share of Keystone Financial, Inc. Common Stock
                           as determined pursuant to Section 6.02.

                  (k)      "Financial  Performance"  shall  mean  the  financial
                           performance of Keystone and/or a Participating Entity
                           as  determined  from time to time by the Committee or
                           its delegate.

                  (l)      "Group" shall mean  the group  to which a Participant
                           is assigned in accordance with Section 4.01.

                  (m)      "Incentive  Compensation Award" shall mean the dollar
                           amount of  compensation  awarded to a Participant for
                           an Award Year as  determined  under  Article V of the
                           Plan.

                  (n)      "Keystone" shall mean Keystone Financial, Inc.

                  (o)      "Participant"  shall  mean an  Employee  who has been
                           designated by the  Committee to be a  participant  in
                           the Plan in accordance  with Section  3.05,  and only
                           for as long as such designation remains in effect.

                  (p)      "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  other  subsidiary  of
                           Keystone,  affiliate  bank  of  Keystone,  or  other
                           affiliated  entity  of  Keystone,  which  elects  to
                           participate in the Plan with respect to its Employees
                           and  is  approved  by  the  Board or the Committee to
                           participate in the Plan, with such status as a Parti-
                           cipating Entity and participation in the Plan ceasing
                           automatically on the date the subsidiary or affiliate
                           ceases to be a subsidiary or affiliate of Keystone.

                  (q)      "Plan"  shall  mean  the  Keystone  Financial,   Inc.
                           Management  Incentive  Compensation Plan, amended and
                           restated  effective  January  1,  1993,  as set forth
                           herein,  and as it may be  amended  from time to time
                           hereafter.

                  (r)      "Salary"  shall  mean the  Participant's base salary
                           from Keystone or a Participating Entity.

                                       -3-

<PAGE>
                                   ARTICLE III

                           ADMINISTRATION OF THE PLAN

     Section 3.01 - Committee and Agents. Full power and authority to administer
the Plan shall be vested in the Committee. The Committee may appoint a secretary
who may,  but need not be, a member of the  Committee.  The  Committee  may also
employ  such  other  agents  as it  deems  appropriate  to  assist  it with  the
administration of the Plan.

     Section 3.02 - Rules and  Regulations.  The Committee  shall,  from time to
time,  establish  rules,  forms and  procedures of general  application  for the
administration of the Plan.

     Section  3.03 - Quorum.  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 3.04 - Plan Interpretation. The Committee shall have the full power
and authority to construe and interpret the Plan, and make all determinations of
Incentive  Compensation  Awards under the Plan, approve all Employees who are to
participate in the Plan,  determine the Group to which a Participant is assigned
under Section 4.01, and determine all facts and other issues  relating to claims
and appeals under the Plan.

     Section 3.05 - Notice of Participation.  The Committee shall send a written
notice,  in the form prescribed by the Committee or its delegate,  informing the
Employee that he or she has been  selected to be a  Participant  in the Plan and
specifying  the  period for which such  designation  is to remain in effect.  No
Employee  shall  have the  right to  become a  Participant  and  shall  not be a
Participant  until  the  date  specified  in  the  notice.  Furthermore,   being
designated  a  Participant  does not  guarantee  an Employee  that an  Incentive
Compensation  Award will be earned or that such  Employee  will be  permitted to
defer receipt of an Incentive Compensation Award pursuant to Section 6.04.

     Section 3.06 - Costs. All costs and expenses involved in the administration
of the Plan shall be borne by Keystone or the Participating Entity.

     Section 3.07 - Unsecured  Creditor.  The Plan constitutes a mere promise by
Keystone or the  Participating  Entity to make  benefit  payments in the future.
Keystone's 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 the 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 Internal Revenue Code of 1986, as amended, and provided, further,

                                      -4-

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.   The
Participants and their  Beneficiaries shall have the status of, and their rights
to receive payments of earned Incentive  Compensation Awards shall be no greater
than the rights of,  general  unsecured  creditors of Keystone or the applicable
Participating Entity.

     Section  3.08 - Authority  of Board and  Committee.  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 Deferral Election or Deferral Account.

     Section 3.09 - Amendment,  Modification or 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 Deferral
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 3.10 - Claim and Appeal Procedure.

                  (a)      In  the event  of a claim by a Participant or a Part-
                           cipant'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.  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.

                  (b)      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 addi-
                           tional 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 speci
                           fied in the preceding paragraph, the claim  shall be
                           deemed denied for the purpose of proceeding to appeal
                           in accordance with paragraph (b) below.

                                      -5-

                  (c)      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 desig-
                           nated  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  paragraph (a)
                           above). Such Participant or Beneficiary (or his duly
                           authorized representative) may, upon written request
                           to  the Committee,  review documents which are perti-
                           nent to such claim, and submit in writing issues and
                           comments in  support  of his position.  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.

                  (d)      If a Participant or  Beneficiary  does not follow the
                           procedures set forth in paragraphs (a) and (b) above,
                           he shall be deemed to have waived his right to appeal
                           benefit  determinations  under the Plan. In addition,
                           the  decisions,  actions and records of the Committee
                           shall be conclusive  and binding upon  Keystone,  the
                           Participating  Entities  and all  persons  having  or
                           claiming  to have any right or  interest  in or under
                           the Plan.


<PAGE>
                                       -6-

                                   ARTICLE IV

                             PARTICIPANT ELIGIBILITY

     Section 4.01 - Designation of Groups.  An Employee who is designated by the
Committee as a  Participant  for an Award Year shall be a member of a Group,  as
determined from time to time by the Committee or its delegate. With respect to a
Participant  who moves  from one Group to  another  during an Award  Year,  such
Participant shall be treated as a member of each Group for the period of time in
that Group  during the Award Year and the  Participant's  actual  Salary for the
period in each Group shall be used to calculate the Incentive Compensation Award
applicable for the period of time in each Group.

     Section 4.02 - Participants.  Except as otherwise  provided in this Section
4.02, an Employee who is not a Participant  as of the first day of an Award Year
shall not be a Participant  for that Award Year. A new Employee of Keystone or a
Participating  Entity hired during an Award Year, and an Employee  promoted to a
Group during the Award Year who was not a  Participant  at the  beginning of the
Award Year, may become a Participant during an Award Year and participate in the
Plan for such Award Year on a pro-rata basis.

    Section 4.03 - New Participating  Entities.  Except as otherwise provided in
this Section 4.03, a Participating Entity may only join the Plan as of the first
day of an Award Year. An entity which becomes a subsidiary,  affiliate  bank, or
other  affiliate  of Keystone  during an Award Year or for other  reasons is not
participating  in the Plan at the  beginning  of the  Award  Year  may  become a
Participating  Entity during an Award Year and  participate in the Plan for such
Award Year on a pro-rata basis,  or other basis  specified by the Committee,  if
the Participating  Entity joins the Plan effective not later than six (6) months
after the beginning of the Award Year. Notwithstanding the above, the Committee,
in its sole discretion, may provide in writing that a Participating Entity shall
join the Plan more than six (6) months after the  beginning of an Award Year and
shall  specify in such  writing  the basis on which the  Participating  Entity's
Participants shall be eligible for an Incentive Compensation Award for the first
Award Year.

     Section 4.04 - Termination of Employment.  A Participant who voluntarily or
involuntarily terminates employment with Keystone and all Participating Entities
prior  to the end of an Award  Year  will  forfeit  any  right  to an  Incentive
Compensation Award for the Award Year during which termination occurs, except as
otherwise  provided  in Section  4.05 below or as  otherwise  determined  by the
Committee or its delegate.

     Section 4.05 - Death, Retirement, Disability, Leave of Absence or Transfer.
If, during an Award Year, a Participant  dies,  retires,  terminates  employment
because of  Disability,  is granted a leave of absence,  or is  transferred to a
non-Participating  Entity  or out of  all  Groups,  the  Committee  may,  at its
discretion  or under such uniform rules as it may  prescribe,  make a partial or
full Incentive Compensation Award to the Participant for the Award Year.

     Section 4.06 -  Directors.  A member of the Board who is not an Employee in
one of the Groups may not participate in the Plan.

<PAGE>

                                       -7-

                                   ARTICLE V

                  DETERMINATION OF INCENTIVE COMPENSATION AWARD
                             AND DISCRETIONARY BONUS

     Section  5.01 -  Required  Financial  Performance  Levels.  In order for an
Incentive  Compensation  Award  to be made  for an  Award  Year,  the  following
performance levels must be met:

                  (a)      The   minimum   level   of   Financial    Performance
                           established  by the  Committee  for an Award Year for
                           Keystone or a Participating Entity must be met before
                           any Incentive  Compensation Award based on Keystone's
                           or such Participating Entity's Financial Performance
                           can be made.

                  (b)      Keystone's  Financial  Performance for the Award Year
                           must be at least two-thirds (or such other percentage
                           established by the Committee) of the minimum level of
                           Financial Performance established for Keystone under
                           (a) above.

                  (c)      The Committee shall establish  from time  to time and
                           communicate to  Participants  the  performance rating
                           required  to  apply  the  minimum,  maximum and other
                           intermediate  percentages   within   the  performance
                           criteria established under Section 5.02 for  purposes
                           of calculating the Incentive Compensation  Award  for
                           an  Award  Year;  provided,  however, that,  notwith-
                           standing any  other  provision  of  the  Plan  to the
                           contrary, any  Participant who receives a  rating  of
                           "unsatisfactory" on  any performance appraisal report
                           during  an  Award  Year shall  be  ineligible  for an
                           Incentive  Compensation  Award  for that  Award Year,
                           and any Participant  who receives a  rating of "meets
                           minimal  expectations" on  any performance  appraisal
                           report  during an  Award  Year shall  be eligible for
                           all or part of  any  Incentive Compensation Award for
                           that  Award  Year only  if approved  by the Committee
                           upon recommendation of Keystone executive management.

     Section 5.02 - Performance Criteria.

                  (a)      The  Incentive  Compensation  Award for a Participant
                           may be  calculated in part on the basis of Keystone's
                           Financial Performance and in part on the basis of the
                           Financial Performance of the Participating Entity who
                           employs the Participant.

                  (b)      Effective  beginning  with  the 1994  Award Year, in
                           addition to the Financial Performance criteria refer-
                           red to in paragraph (a) above,  the Incentive Compen-
                           sation Award for a Participant may  be calculated in
                           part based  on  the Participant's  individual perfor-
                           mance  and/or  performance  of  the Participant's job
                           unit, the levels of which will be measured by general
                           criteria  (e.g., revenues, margins, cost  management,
                           quality,  customer service, etc.)  and  in  part  may
                           consist  of  a  discretionary  piece   based  on  the
                           Participant's  individual   performance  measured  by
                           personal  behavioral criteria  (e.g.  attitude, team-
                           work, etc.).  Guidelines for determining the require-
                           ments for  achieving  the  various performance levels
                           (e.g., Outstanding, Meets Expectations, etc.) will be
                           developed  by  the  Committee  or  its  delegate  and
                           communicated to Participants from time to time during
                           the Award Year.

                                      -8-

                  (c)      The Committee may, in its sole discretion,  change or
                           eliminate  the  performance  criteria  referred to in
                           paragraphs (a) or (b) above, and may establish new or
                           additional  performance criteria,  from time to time,
                           provided that the applicable performance criteria are
                           communicated to affected Participants.

     Section  5.03 -  Determination  of  Salary  Percentage  and  Allocation  of
Performance Criteria. The Committee shall determine and, itself  or through  its
delegate, communicate to Participants  from  time to  time  the percentage  of a
Participant's  Salary  to  be taken into account for purposes  of determining  a
Participant's  Incentive Compensation Award for  an  Award  Year.  The Committee
shall also determine and, itself or through its delegate,  communicate to Parti-
cipants the percentages of  the performance criteria  established  under Section
5.02 above  which  are applicable to  Participants  in each Group,  and for this
purpose may subdivide each Group into Keystone Participants and Participating 
Entity Participants, or such other subgroups as it may determine.

     Section 5.04 - Determination of Incentive Compensation Award. The amount of
a Participant's Incentive Compensation Award for an Award Year, if any, shall be
determined by the Committee or its delegate in accordance  with the terms of the
Plan and shall be  communicated in writing to the Participant on or before March
15th of the next year.

     Section 5.05 -  Determination  of  Discretionary  Bonus.  The Committee may
grant,  from  time to time in its sole  discretion,  a bonus to any  Participant
based on any criteria it determines.  Such bonus, if specifically  designated by
the Committee as payable under this Plan, shall be subject to such provisions of
the Plan as it shall  specify;  provided,  however,  that such  bonus may not be
subject to the  provisions of Section 6.04 regarding  elective  deferrals or the
provisions of Section 6.07 regarding the  Participant's  election of the form of
payment.

                                      -9-
<PAGE>

                                   ARTICLE VI

                      PAYMENT TO PARTICIPANTS AND DEFERRALS

     Section 6.01 - Timing of Payment.  An Incentive  Compensation  Award for an
Award  Year  shall  be paid to the  Participant,  or in the case of death to the
Participant's Beneficiary,  on or before March 15th of the next year, unless the
Participant has made an election to defer receipt until a later date by filing a
Deferral  Election with the  Committee  which is effective for the Award Year in
accordance with Section 6.04.

     Section 6.02 - Payment in 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"),
Incentive  Compensation  Awards  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 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  6.02,  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

                                      -10-

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 6.02.

     If the Fair Market Value of the Common Stock  cannot be  determined  on the
basis  previously  set forth in this  Section  6.02 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.

     Section 6.03 - Beneficiary  Designation.  A  Participant  may file with the
Committee  or its  delegate  a  completed  designation  of  Beneficiary  Form as
prescribed  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 Deferral 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. 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 6.04 - Deferral of Payment.  A Participant who is determined by the
Committee  or its  delegate to be in the group of  Participants  constituting  a
select  group of  management  or highly  compensated  employees  of Keystone and
Participating  Entities  for  purposes  of Title I of ERISA  may  elect to defer
receipt  of all or part  (but  not less  than  $1,000)  of his or her  Incentive
Compensation  Award for an Award Year,  with  payment of deferred  amounts to be
made  following  termination of employment or death as provided in Section 6.07.
In order for a Deferral  Election to be effective,  a Participant  must complete
and file the  appropriate  forms  provided the  Committee,  in  accordance  with
procedures  established  by the  Committee,  prior to the beginning of the Award
Year or not more than thirty  (30) days from the date of becoming a  Participant
if after the  beginning of an Award Year. A Deferral  Election will be effective
with respect to Incentive Compensation Awards attributable to services performed
by the Participant  after the election  becomes  effective and shall continue in
effect for future Award Years until rescinded by the Participant in writing on a
form provided by and delivered to the Committee  prior to January 1 of the Award
Year for which the recission is to be effective.  Notwithstanding the foregoing,
no election to defer an Incentive  Compensation  Award shall be effective  for a
Participant  who has made a  hardship  withdrawal  from the  Keystone  Financial
401(k)  Savings Plan (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
Incentive  Compensation Award 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  deferrals  under this Plan
pursuant to the provisions of the 401(k) Plan.

                                      -11-

     Section  6.05 - Deferral  Account.  The  Committee  shall  cause a Deferral
Account to be established  and  maintained  only on the books of Keystone or the
Participating  Entity for each Participant who elects to defer payment of all or
part of his or her Incentive  Compensation  Award pursuant to Section 6.04. Such
account shall be credited with the portion of each Incentive  Compensation Award
deferred,  adjusted  quarterly as provided  below,  and shall be debited for any
payment  to  the  Participant  or  the  Participant's  Beneficiary.  A  separate
subaccount  within the Deferral  Account shall be maintained for each Award Year
with respect to which a Participant's Deferral Election provides for a number of
installment payments which is different from the Participant's Deferral Election
applicable to other Award Years, and as otherwise determined by the Committee.

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

                           (1)      Moody's Long-Term  Corporate Bond Rates. The
                                    total amount  determined by multiplying  (A)
                                    one hundred and five  percent  (105%) of the
                                    average of the Moody's  Long-Term  Corporate
                                    Bond  Rates for the three (3)  months in the
                                    preceding calendar quarter (current calendar
                                    quarter,  effective January 1, 1994) divided
                                    by  twelve,   by  (B)  the  balance  in  the
                                    Participant's Deferral Account as of the end
                                    of each month in the current quarter; or

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

                  (b)       Deemed  Investment Options.  Subject to elimination,
                            modification  or addition by the Committee, the fol-
                            lowing shall be  the funds  available for the Parti-
                            cipant's election of  deemed investments pursuant to
                            Section 6.06 below:

                           (1)      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
                                    Keystone Financial 401(k) Savings Plan.

                                      -12-

                           (2)      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 Keystone  Financial
                                    401(k) Savings Plan.

                           (3)      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  Keystone  Financial  401(k)
                                    Savings Plan.

                           (4)      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 comp-
                                    anies  (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  by   the  Keystone  Financial  401 (k)
                                    Savings Plan.

                           (5)      Global Fund.  This fund is intended to prov-
                                    ide 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  under  the
                                    Keystone Financial 401(k) Savings Plan.

                           (6)      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 advis-
                                    able; provided, however, that such funds and
                                    options  shall be  made  available  and com-
                                    municated  to all  Participants on a uniform
                                    basis.

                                      -13-

     Section 6.06 - Deemed Investment Elections.

          (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 Incentive Compensation Award that is
               to be deemed to be invested in the available  funds under Section
               6.05(b), with the balance of the deferred Incentive  Compensation
               Award to receive interest credit according to Section  6.05(a)(1)
               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  Incentive  Compensation  Awards  until
               changed as provided below.

          (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  Incentive  Compensation  Awards 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  Deferral  Account  on  or  after  the
               effective date.

          (c)  A Participant may elect to reallocate the balance of the Deferral
               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 Committee),  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 Deferral  Account on the
               last day of the preceding quarter.

          (d)  The  election of deemed  investments  among the options  provided
               above  shall  be the  sole  responsibility  of each  Participant.
               Keystone, the Participating  Entities,  Employees,  and Committee
               members  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 Deferral Account.  Neither the Committee,  Keystone,  nor the
               Participating  Entities  in any way  guarantees  against  loss or
               depreciation.

          (e)  All payments  from the Plan shall be made from the portion of the
               Participant's  Deferral Account (or of the applicable subaccount)
               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.

                                      -14-

    Section 6.07 - Payment of Deferred Amounts.

          (a)  Deferred  Incentive  Compensation  Awards shall be paid in a lump
               sum or annual installments, for a period not to exceed ten years,
               to the  Participant  as indicated on the  Participant's  Deferral
               Election form. The first payment to the Participant 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 with Keystone and all  Participating  Entities occurs.
               For this purpose, termination of employment includes voluntary or
               involuntary  termination  of employment  due to retirement or any
               other reason other than death, including disability, and shall be
               the date  reflected on Keystone's or the  Participating  Entity's
               records as the Participant's termination date.

               (b)  In  the   event  of  the   Participant's   death   prior  to
                    commencement of installment payments due under the Plan, the
                    first  installment  payment to the Beneficiary 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  death
                    occurs  and  shall be paid in the same  form of  payment  as
                    would  have  been  applicable  to the  Participant  had  the
                    Participant survived.

               (c)  In the event of the Participant's  death after  commencement
                    of installment payments to the Participant but prior to full
                    payment of the installments due, the remaining  installments
                    due  under  the Plan in  respect  of the  Participant  shall
                    continue to the  Beneficiary on the same basis as they would
                    have been paid to the Participant.  The first payment to the
                    Beneficiary  shall be made on the later of the date  payment
                    would  otherwise be made or the last day of the second month
                    following the month in which the Participant's  death occurs
                    and  shall  include  all  payments  due to  the  Beneficiary
                    following death and prior to the first payment.

     Section  6.08 - Amount  of  Deferred  Payment.  If a lump sum  payment  is
elected for a deferred  Incentive  Compensation  Award for an Award  Year,  such
payment  shall be equal to the value of the  Participant's  Deferral  Account as
adjusted 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
for a deferred Incentive Compensation Award, the amount of the first installment
shall be calculated by dividing the lump sum value of the Participant's Deferral
Account,  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
6.05.
     Section 6.09 - 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

                                      -15-

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 Board may
amend  Section 6.04 of the Plan to change the deferral  eligibility  provisions,
and the  Committee  or the  Board  may  revoke  the  designation  of all or some
Employees  as  Participants  for the  current  or future  Award  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 precluded from participating in the deferral  provisions of
Section  6.04  because of this  Section  6.09  shall  have the  balance in their
Deferral  Account,  determined as of the end of the preceding  calendar quarter,
plus the amount of any Incentive  Compensation Award deferred during the current
calendar quarter,  distributed in a single lump sum as soon as practicable after
it is  determined  that their  deferrals  should cease,  and such  Participant's
Deferral  Elections  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 6.09.

     Section  6.10 -  Hardship  Withdrawal.  Notwithstanding  the  terms  of any
Deferral  Election 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  Deferral  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 6.10 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 from the portion of the Deferral Account  representing Award Years beginning
on or after  January 1, 1994 with the  longest  number of  installment  payments
being  first,  and then from the portion of the  Deferral  Account  representing
Award  Years  beginning  prior  to  January  1,  1994  with the  latest  payment
commencement  dates first, and then from the portion of a Deferral  Account,  in
each case in accordance with Section 6.06(e).

     Section 6.11 - Tax Withholding.  All Incentive Compensation Awards, whether
or not deferred under the Plan,  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.
                                      -16-

<PAGE>

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         Section 7.01 - No Recourse.  If the  Financial  Performance  taken into
account for  determination  of an  Incentive  Compensation  Award is found to be
incorrect by Keystone's  independent  certified  public  accountants at any time
during the following  calendar year and was more than the correct amount,  there
shall be no recourse by Keystone directly against any person or estate. However,
Keystone  shall have the right to correct  such error by  reducing by the entire
excess  amount  any  subsequent  payments  yet to be made under the Plan for all
Award  Years.  Any  underpayments  as a result  of such  error in the  Financial
Performance  taken into account  shall be corrected  within six (6) months after
the  accountants  report the error to the Committee  provided that the Committee
confirms the error.

         Section  7.02  -  Expense.   For  purposes  of  determining   Financial
Performance,  Incentive  Compensation  Awards shall be treated as an expense for
book  purposes in the fiscal year of Keystone or the  Participating  Entity,  as
applicable,   in  which  the  Incentive   Compensation  Award  is  earned  by  a
Participant,  as opposed to subsequent fiscal year(s) during which the Incentive
Compensation  Award is paid, except as determined  otherwise by the Committee or
its delegate.

         Section 7.03 - Merger or  Consolidation.  All  obligations  for amounts
earned but not yet paid under this Plan shall survive any merger,  consolidation
or sale of all or  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 the  purchaser of assets,  unless  otherwise  agreed to by the
parties thereto.

         Section  7.04 -  Legal  Costs.  A  Participant  will be  reimbursed  by
Keystone (or its successor) or the  Participating  Entity (or its successor) for
any and all expenses incurred in successfully  enforcing, by judgment of a court
of  competent  jurisdiction  and after all  appeals  have  been  exhausted,  the
Participant's right to receive payments under the terms of this Plan.

         Section 7.05 - 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  7.06 -  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 7.07 - Non-alienation. 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

                                      -17-

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  Deferral  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 7.08 - 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 Employee or Participant,  or
as a guarantee  or right of any Employee 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 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 7.09 - Minor or Incompetent.  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.

         Section 7.10 - 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.

                                      -18-