Exhibit 10.8
                            KEYSTONE FINANCIAL, INC.

                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                            EFFECTIVE JANUARY 1, 1994

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                            KEYSTONE FINANCIAL, INC.
                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                                TABLE OF CONTENTS

                                                                           Page

                    PREAMBLE..............................................   i

ARTICLE 1.          DEFINITIONS...........................................   1
    Section 1.01    Actual Death Benefit..................................   1
    Section 1.02    Actual Pension........................................   1
    Section 1.03    Beneficiary...........................................   1
    Section 1.04    Board.................................................   1
    Section 1.05    Code..................................................   1
    Section 1.06    Committee.............................................   1
    Section 1.07    Effective Date........................................   1
    Section 1.08    ERISA.................................................   1
    Section 1.09    Excluded Compensation.................................   1
    Section 1.10    Keystone..............................................   1
    Section 1.11    Participant...........................................   1
    Section 1.12    Participating Entity..................................   2
    Section 1.13    Pension Plan..........................................   2
    Section 1.14    Plan..................................................   2

ARTICLE 2.          BENEFITS..............................................   3
    Section 2.01    Retirement Benefits...................................   3
    Section 2.02    Death Benefits........................................   4
    Section 2.03    Beneficiary Designation...............................   5

ARTICLE 3.          ADMINISTRATION........................................   6
    Section 3.01    Committee and Agents..................................   6
    Section 3.02    Rules and Regulations.................................   6
    Section 3.03    Quorum................................................   6
    Section 3.04    Plan Interpretation...................................   6
    Section 3.05    Notice of Participation...............................   6
    Section 3.06    Costs.................................................   6
    Section 3.07    Unsecured Creditor....................................   6
    Section 3.08    Authority of Board and Committee......................   7
    Section 3.09    Amendment, Modification or
                      Termination.........................................   7
    Section 3.10    Claim and Appeal Procedure............................   7
    Section 3.11    Status of Plan........................................   8
    Section 3.12    Tax Withholding.......................................   9

ARTICLE 4.          MISCELLANEOUS PROVISIONS..............................  10
    Section 4.01    Merger or Consolidation...............................  10
    Section 4.02    Gender and Number.....................................  10
    Section 4.03    Construction..........................................  10
    Section 4.04    Non-alienation........................................  10
    Section 4.05    No Employment Rights..................................  11
    Section 4.06    Minor or Incompetent..................................  11
    Section 4.07    Illegal or Invalid Provision..........................  11

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                                    PREAMBLE

          The purpose of the Keystone Financial,  Inc.  Supplemental  Retirement
     Income Plan is to supplement  retirement benefits payable from the Keystone
     Financial,  Inc.  Pension Plan which have been limited by various  Internal
     Revenue Code provisions and the exclusion of deferred compensation from the
     definition of compensation under the Pension Plan.

          The Plan is  designed  to  provide  supplemental  retirement  benefits
     because of the following limitations:

          (Degree) The maximum benefit  limitations  under Internal Revenue Code
     Section 415.

          (Degree) The maximum  compensation  limitations under Internal Revenue
     Code Section 401(a)(17).

          (Degree) The  provisions  of the Pension  Plan which  exclude from the
     definition of compensation under the Pension Plan certain amounts earned or
     deferred under the Keystone  Financial,  Inc. Savings  Restoration Plan and
     the Keystone Financial, Inc. Management Incentive Compensation Plan and any
     other nonqualified plan maintained by Keystone or a subsidiary or affiliate
     which participates in this Plan.
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                             ARTICLE 1. DEFINITIONS

     As used herein,  the  following  words and phrases  shall have the meanings
below, unless the context clearly indicates otherwise:

     1.01 "Actual Death  Benefit"  shall mean the death benefit which is paid or
is to be paid from the Pension Plan following the death of a Participant.

     1.02 "Actual Pension" shall mean the pension benefit which is paid or is to
be paid from the Pension Plan to a Participant.

     1.03  "Beneficiary"  shall  mean the person or  persons,  natural or legal,
designated  in writing by the  Participant  in  accordance  with Section 2.03 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.

     1.04 "Board" shall mean the Board of Directors of Keystone.

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

     1.06 "Committee" shall mean the Human Resources Committee of the Board.

     1.07 "Effective Date" shall mean January 1, 1994.

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

     1.09 "Excluded  Compensation"  shall mean the amount of elective  deferrals
made by a Participant  and benefits  payable  pursuant to the  provisions of the
Keystone Financial,  Inc. Savings Restoration Plan, the Keystone Financial, Inc.
Management  Incentive  Compensation  Plan, and any other  nonqualified  deferred
compensation  plan of Keystone or a Participating  Entity which is excluded from
the calculation of the Actual Pension or Actual Death Benefit.

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     1.10 "Keystone" shall mean Keystone Financial, Inc.

     1.11  "Participant"  shall mean any  participant  in the Pension Plan whose
Actual  Pension is limited or with respect to whom the Actual  Death  Benefit is
limited by reason of Code  Section  415,  Code  Section  401(a)(17)  or Excluded
Compensation.  

     1.12 "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 estab-
lished  by  Keystone's  Executive  Vice  President  of Banking  Group;  and  any
subsidiary of Keystone,  affiliate bank of Keystone,  or other affiliated entity
of  Keystone,  which  elects  to  participate  in the Plan with  respect  to its
Participants and is approved by the Board or the Committee to participate in the
Plan, with such status as a Participating  Entity hereunder and participation in
the Plan ceasing automatically on the date the subsidiary or affiliate ceases to
be a subsidiary or affiliate of Keystone.

     1.13 "Pension Plan" shall mean the Keystone Financial, Inc. Pension Plan in
effect from time to time.

     1.14 "Plan" shall mean the Keystone Financial, Inc. Supplemental Retirement
Income Plan, as set forth herein or as it may be amended hereafter.

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                               ARTICLE 2. BENEFITS

     2.01 Retirement Benefits.

     (a)  A  Participant  who is determined by the Committee to be a member of a
          select group of management or highly compensated employees of Keystone
          or a Participating Entity for purposes of Title I of ERISA and is 100%
          vested  in his  Actual  Pension  under  the  Pension  Plan at the time
          payment  is to  commence  hereunder  after the  Effective  Date  shall
          receive  a  pension  from  the Plan  which is equal to the  difference
          between the  Participant's  Actual Pension and what the Actual Pension
          would have been without regard to the limitations of Code Sections 415
          and  401(a)(17)  and taking into account  Excluded  Compensation.  The
          amount  payable under the Plan shall be determined on the basis of the
          Actual Pension payable in the form of a single life annuity  beginning
          as of  the  first  day of the  month  on or  after  the  later  of the
          Participant's 65th birthday or termination of employment with Keystone
          and all Participating Entities.

     (b)  A  Participant  who is not  covered by (a) above and is 100% vested in
          his Actual  Pension  under the Pension  Plan at the time payment is to
          commence  hereunder  on or after the  Effective  Date shall  receive a
          pension  from the Plan which is equal to the  difference  between  the
          Participant's  Actual  Pension and what the Actual  Pension would have
          been  without  regard to the  limitations  of Code  Sections  415. The
          amount  payable under the Plan shall be determined on the basis of the
          Actual Pension payable in the form of a single life annuity  beginning
          as of  the  first  day of the  month  on or  after  the  later  of the
          Participant's 65th birthday or termination of employment with Keystone
          and all Participating Entities.

     (c)  Subject to (d) below,  payment of amounts  payable from the Plan under
          (a) or (b) above shall commence to the Participant, if then living, as
          of the  later  of the  first  day of the  month  on or  following  the
          Participant's termination of employment which entitles the Participant
          to an Actual  Pension  or the first  day of the  month  following  the
          Participant's 65th birthday, with such payment to begin not later than
          30  days  thereafter  in the  form of a  single  life  annuity  if the
          Participant is not then married or adjusted on the same basis as under
          the  Pension  Plan  and  paid in the  form of a  Qualified  Joint  and
          Survivor  Annuity (as defined in the Pension Plan) if the  Participant
          is then married.

     (d)  Notwithstanding  (c) above, if the present value actuarial  equivalent
          of the  amount  to be paid  under  (a) or (b)  above is not more  than
          $5,000,  determined  as of the first day of the  month  following  the
          Participant's termination of employment which entitles the Participant
          to an  Actual  Pension  on the  basis  of  the  assumptions  used  for
          calculating  similar lump sums under the Pension  Plan,  such lump sum
          amount shall be paid to the Participant,  if then living,  on March 30
          of the  calendar  year  following  the  calendar  year  in  which  the
          Participant's termination of employment occurs and shall be in lieu of
          all other payments to the Participant under the Plan.

     2.02 Death Benefits.

     (a)  In the event of the death of the  Participant  after payments from the
          Plan have begun in the form of a Qualified Joint and Survivor Annuity,
          the Participant's  spouse shall receive the payments due based on that
          form of payment  commencing  with the month following the month of the
          Participant's  death, and no other payments shall be due from the Plan
          with respect to the Participant.

     (b)  In the event of the death of the  Participant  after  payment from the
          Plan has been made in the form of a lump sum or  commenced in the form
          of a single life annuity,  no further  payments  shall be due from the
          Plan with respect to the Participant.

     (c)  In the  event  of the  death of the  Participant  prior to the date on
          which a lump sum would have been made under Section 2.01(d) above, the
          payment  shall  be  made  on  the   scheduled   payment  date  to  the
          Participant's  Beneficiary and no other payments shall be due from the
          Plan with respect to the Participant.

     (d)  In the event a Participant  who is determined by the Committee to be a
          member of a select group of management or highly compensated employees
          of Keystone or a Participating Entity for purposes of Title I of ERISA
          at the time of death on or after  the  Effective  Date is 100%  vested
          under the Pension Plan and dies prior to any payments commencing under
          the  Plan,  and if (c)  above  does not  apply,  in lieu of all  other
          payments from the Plan, the person(s) receiving or entitled to receive
          the Actual  Death  Benefit  under the Pension Plan with respect to the
          Participant shall receive a death benefit from the Plan which is equal
          to the difference between the Actual Death Benefit and what the Actual
          Death Benefit  would have been without  regard to the  limitations  of
          Code  Sections 415 and  401(a)(17)  and taking into  account  Excluded
          Compensation. The amount payable under the Plan shall be determined on
          the basis of the Actual  Death  Benefit  which would be payable in the
          form of a single  life  annuity  beginning  as of the first day of the
          month on or after the Participant's  death, or as of the earliest date
          thereafter as of which the Actual Death Benefit can be paid.

     (e)  In the event a  Participant  dies on or after the  Effective  Date and
          prior to any payments  commencing  to him under the Plan,  and is 100%
          vested under the Pension Plan,  and if (c) and (d) above do not apply,
          in lieu of all other payments from the Plan,  the person(s)  receiving
          or entitled to receive the Actual Death Benefit under the Pension Plan
          with respect to the Participant shall receive a death benefit from the
          Plan which is equal to the difference between the Actual Death Benefit
          and what the Actual Death  Benefit  would have been without  regard to
          the limitations of Code Section 415. The amount payable under the Plan
          shall be  determined  on the basis of the Actual Death  Benefit  which
          would be payable in the form of a single life annuity  beginning as of
          the first day of the month on or after the Participant's death, or the
          earliest  date  thereafter as of which the Actual Death Benefit can be
          paid.

     (f)  Subject to (g) below,  payment of amounts  payable from the Plan under
          (d) or (e) above  shall  commence  as of the later of the first day of
          the month  following  the  Participant's  death or the  earliest  date
          thereafter as of which the Actual Death Benefit can be paid, with such
          payment to be in the form of a single life annuity beginning not later
          than 30 days thereafter.

     (g)  Notwithstanding  (f) above, if the present value actuarial  equivalent
          of the  amount  to be paid  under  (d) or (e)  above is not more  than
          $5,000,  determined as of the date the benefit payment would otherwise
          commence  under  (f) above on the  basis of the  assumptions  used for
          calculating  similar lump sums under the Pension  Plan,  such lump sum
          amount shall be paid on such date,  or within 30 days  thereafter,  in
          lieu of all payments which would otherwise be made under the Plan.

     2.03 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 all payments due under
the  Plan,  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.

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                            ARTICLE 3. ADMINISTRATION

     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.

     3.02  Rules and  Regulations.  The  Committee  shall  adopt  such rules and
regulations of general  application as are beneficial for the  administration of
the Plan.

     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 at any  meeting  (in person,  or by  conference
telephone)  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.

     3.04 Plan  Interpretation.  The  Committee  shall  have the full  power and
authority to construe and interpret  the Plan,  and make all  determinations  of
benefits under the Plan,  approve all Participants,  and determine all facts and
other issues relating to claims and appeals under the Plan.

     3.05 Notice of  Participation.  Following a  Participant's  termination  of
employment which entitles the Participant to an Actual Pension, or following the
death of the  Participant,  the Committee shall send a written notice  informing
the  Participant or other person entitled to a benefit under the Plan that he or
she is entitled to a benefit under the Plan.  Being a  Participant  from time to
time does not guarantee that a benefit will be payable under the Plan.

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

     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
Code  and  provided,   further,   that  any  trust  created  by  Keystone  or  a
Participating Entity and any assets held by such trust to assist Keystone or the
Participating  Entity in meeting its obligations  under the Plan will conform to
the terms of the model trust, as described in Rev. Proc. 92-64,  1992-2 C.B. 422
or any successor. The Participants and their Beneficiaries shall have the status
of, and their rights to receive payments under the Plan shall be no greater than
the rights  of,  general  unsecured  creditors  of  Keystone  or the  applicable
Participating Entity.

     3.08 Authority of Board and Committee.  Any  determination or action of the
Committee  or  the  Board  shall  be  final,   conclusive  and  binding  on  all
Participants and other  recipients,  and their  beneficiaries,  heirs,  personal
representatives,  executors and administrators. No Participant shall participate
in any  decision of the Board or the  Committee  which  directly  or  indirectly
affects the Participant's benefits under the Plan.

     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 benefit then being paid to the  Participant or other person from the Plan or
which would be payable if the Participant  retired or died on the day before any
such amendment, modification or termination, unless consented to by the affected
Participant or by such other person if the Participant is deceased.

<PAGE>
     3.10  Claim  and  Appeal  Procedure.

     (a)  In the event of a claim by a  Participant  or other  person  for or in
          respect  of any  benefit  under the Plan,  such  Participant  or other
          person  shall  present  the  reason  for the claim in  writing  to the
          Committee, in c/o Keystone HR Administration, Williamsport, or to 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 other
          person as to its disposition,  unless special circumstances require an
          extension of time for  processing  the claim.  If such an extension of
          time for processing is required, written notice of the extension shall
          be furnished to the claimant  prior to the  termination of the initial
          ninety (90) day  period.  In no event  shall such  extension  exceed a
          period of ninety (90) days from the end of such  initial  period.  The
          extension notice shall indicate the special circumstances requiring an
          extension  of time and the  date by which  the  Committee  expects  to
          render the final decision.

          In the event the claim is wholly  or  partially  denied,  the  written
          notification  shall  state  the  specific  reason or  reasons  for the
          denial,  include  specific  references to pertinent Plan provisions on
          which the denial is based,  provide an  explanation  of any additional
          material or information  necessary for the Participant or other person
          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 other person may appeal the denial of the claim. If the
          claim has not been granted and notice is not furnished within the time
          period specified in the preceding paragraph, the claim shall be deemed
          denied for the  purpose of  proceeding  to appeal in  accordance  with
          paragraph (b) below.

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

     (c)  If a Participant  or other person does not follow the  procedures  set
          forth in  paragraphs  (a) and (b) above,  he or she shall be deemed to
          have waived the right to appeal benefit determinations under the Plan.
          In addition,  all  determinations  by and  decisions of the  Committee
          under  this  Section  shall be  binding  on and  conclusive  as to the
          Participant or other person.

     3.11 Status of Plan.  The Plan is intended to  constitute  an unfunded plan
for tax  purposes  and for  purposes  of Title I of ERISA and is  intended to be
maintained  primarily for the purpose of providing  deferred  compensation for a
select  group of  management  or highly  compensated  employees  of Keystone and
Participating  Entities and to qualify for the exclusions  from Title I of ERISA
which are provided for in Sections  201(2),  301(a)(3)  and  401(a)(1) of ERISA.
Notwithstanding  any provision in this Plan to the  contrary,  in the event that
the  Department of Labor,  or any other  regulatory or other body,  issues final
regulations  which provide,  or a court issues a final  determination,  that the
Plan does not  qualify for any of such  exclusions  under  ERISA,  the Board may
amend the Plan and the  Committee  may  revoke  the  designation  of all or some
Participants  as members of a select group of management  or highly  compensated
employees,  and the  Committee  and the Board may take such  other  action as it
determines  to be  appropriate  in  order  for the  Plan  to  qualify  for  such
exclusions.

     3.12 Tax  Withholding.  All  benefits  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.

<PAGE>
                       ARTICLE 4. MISCELLANEOUS PROVISIONS

     4.01 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.

     4.02 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.

     4.03  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.

     4.04  Non-alienation.  Except  as may  be  required  by  law,  neither  the
Participant  or other  person shall have the right to,  directly or  indirectly,
alienate, assign, transfer, pledge, anticipate or encumber any amount that is or
may be payable hereunder, including in respect of any liability of a Participant
or other  person for  alimony  or other  payments  for the  support of a spouse,
former spouse, child or other dependent, prior to actually being received by the
Participant  or other person  hereunder,  nor shall the  Participant's  or other
person'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 other person or to
the debts, contracts,  liabilities,  engagements, or torts of any Participant or
other  person,  or transfer by  operation of law in the event of  bankruptcy  or
insolvency  of  the   Participant  or  other  person,   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  benefit 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.

     4.05 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  Participant,  or as a guarantee or
right of any  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,  being a Participant does not create any rights, and no rights are
created  under the Plan,  with  respect to  continued  or future  employment  or
conditions of employment.

     4.06 Minor or Incompetent. If the Committee determines that any Participant
or other person  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 or her 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.

     4.07 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.

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