KEYSTONE FINANCIAL, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

     I.     Purpose of the Plan.

            The Keystone Financial, Inc. Supplemental Deferred Compensation Plan
("Plan")  is  an  unfunded   deferred   compensation   arrangement   to  provide
supplemental post-employment or retirement benefits solely for a select group of
management or highly compensated employees employed by Keystone Financial,  Inc.
("KFI"), its subsidiaries and affiliated corporations ("Employers").

     II.    Administration of the Plan.

            (a) The Plan shall be administered by the Human Resources Department
of KFI ("Human Resources Department").

            (b) Decisions and  determinations by the Human Resources  Department
concerning  the Plan  shall be final and  binding  upon all  parties.  The Human
Resources Department shall have the authority to interpret the Plan, to make all
determinations  reserved  hereunder to the  Employers,  to establish  and revise
rules and regulations relating to the Plan, and to make any other determinations
that are  authorized  herein or that it believes are  necessary or advisable for
the administration of the Plan.

     III.  Participation

            The Human Resources Committee of the Keystone Financial,  Inc. Board
of Directors or such person or persons as the  Committee  shall  designate  (the
"Selection  Committee") shall have the exclusive power to select solely from the
management  and highly  compensated  employees of the Employers  the  individual
participants to receive  benefits under the Plan. The Selection  Committee shall
complete a separate Benefit Schedule in the form attached hereto as Appendix "A"
for each employee selected to be a participant in the Plan.

     IV.   Amount of Benefit.

            The Selection  Committee shall have the exclusive power to determine
the benefit to be paid by any  Employer  to a  participant  under the Plan.  The
benefit of each  participant  under the Plan  shall be set forth on the  Benefit
Schedule.  The  Benefit  Schedule  must  be  completed  by the  Human  Resources
Department and made a part of this Plan before any benefit under the Plan may be
paid to such participant.

     V.   Time and Terms of Payment.

            The Selection  Committee shall have the exclusive power to determine
the time when payment of any benefit under the Plan shall  commence,  the manner
in which such benefit  shall be paid and the terms or  conditions  which must be
met in order for the  participant to qualify for such benefit.  The time,  terms
and  conditions of payment shall be set forth on the Benefit  Schedule  which is
completed by the Human Resources Department and made part of this Plan.

<PAGE>

   VI.  Survivor Benefits.

            The Plan is for the exclusive  benefit of the participants  selected
to receive  benefits  under the Plan  pursuant to Article  III hereof.  No other
person, including the participant's surviving spouse, his surviving children, or
his estate,  shall have any interest in any benefit under the Plan except to the
extent  specifically  provided in the Benefit Schedule  prepared with respect to
the participant by the Human Resources Department and made a part of this Plan.

  VII.  Non-Competition.

     If  the  Benefit  Schedule  with  respect  to  the  individual  participant
incorporates  by reference this  noncompetition  provision,  and if, without the
written consent of the Human Resources  Department,  the participant at any time
after his termination of employment with the Employers, and prior to the time he
has received all of any benefit due hereunder  engages in or becomes  associated
with,  directly  or  indirectly,  either  the  stockholder,  director,  officer,
partner, proprietor,  employee, agent, advisor or consultant, any business which
in the opinion of the Human  Resources  Department  competes in any way with the
business of the Employers  (as such  businesses  were  conducted at the time the
participant's  termination  of  employment  occurred),  the  Employers  shall be
relieved of all further  obligations  hereunder  and all amounts then  remaining
unpaid under the Plan shall be forfeited.  The Human Resources  Department shall
provide  written  notice  of this  determination  to the  participant.  However,
nothing herein shall prevent the participant from investing in the securities of
any  competing  company which are publicly  traded so long as the  participant's
investment  does not give him or her any voice in the  management  or conduct of
the affairs of such company.

     VIII.  Forfeiture for Fraud.

              Notwithstanding   anything   herein  to  the   contrary,   if  the
participant  shall be  discharged  or he resigns due to an act of fraud,  theft,
embezzlement or misrepresentation  affecting the finances of the Employers,  all
amounts to be paid to such participant under the Plan shall be forfeited and the
Employers shall be relieved of any and all obligations hereunder.

     IX.   Failure to Locate.

             If the Human Resources Department shall be unable,  within one year
after any  benefit  becomes  payable  to any  person  under  the  Plan,  to make
distribution  to  such  person  because  of  the  Human  Resources  Department's
inability  to  ascertain  his or her  whereabouts  by mailing to the  last-known
address of such person on the records of the  Employers  and such person has not
made written claim thereof  before the expiration of the one-year  period,  then
the Human Resources Department shall declare all rights of such person under the
Plan to be forfeited  as of such date as the Human  Resources  Department  shall
determine.

     X.     Relation to Other Plans.

             The benefit of the participant  under the Plan shall be in addition
to any benefits  paid or payable to or on account of the  participant  under any
other  pension,  disability,  equity,  annuity  or  retirement  plan  or  policy
whatsoever.  Nothing  herein  contained  shall in any manner  modify,  impair or
affect any existing or future rights of the  participant to receive any employee
benefits  to which he would  otherwise  be  entitled  or to  participate  in any
current  or future  pension  plan of the  Employers  or any  other  supplemental
arrangement which constitutes a part of the participant's  regular  compensation
structure.  However,  any benefits  credited  under the Plan shall not be deemed
part of the  participant's  total  compensation  for the  purpose  of  computing
benefits  to  which  he  may  be  entitled  under  any  pension  plan  or  other
supplemental   compensation   arrangement,   unless  such  plan  or  arrangement
specifically provides to the contrary.

<PAGE>

     XI.    Prohibition Against Funding.

              Should the Employers elect to acquire any investment in connection
with the liabilities  assumed under the Plan or to establish any reserves on its
books, it is expressly understood and agreed that the participant shall not have
any right with respect to, or claim against, any such asset or reserve nor shall
any acquisition of an asset or  establishment of a reserve create a trust of any
kind or any fiduciary  relationship  between the Employers and the  participant,
his heirs  personal  representatives  or assigns.  Any such assets  shall be and
remain a part of the general, unpledged and unrestricted assets of the Employers
subject  to the  claims  of its  general  creditors.  The  participant  shall be
required  to  look  to the  provisions  of the  Plan  and to the  Employers  for
enforcement  of any and all  benefits  due under the Plan and to the  extent any
person acquires a right to receive any payments under the Plan, such right shall
be no  greater  than  the  right  of  any  unsecured,  general  creditor  of the
Employers.

     XII.  General Provisions.

             (a) No benefit  or  payment  under the Plan shall be subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance  or charge,  whether  voluntary  or  involuntary,  and no attempt to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or charge the
same shall be valid.  Nor shall any such benefit or payment be in any way liable
for or subject to the debts, contracts, liabilities, engagements or torts of any
person  entitled  to such  benefit or  payment,  except to such extent as may be
required by law. If any person  entitled to a benefit or payment  under the Plan
becomes bankrupt or attempts to anticipate,  alienate, sell , transfer,  assign,
pledge, encumber or charge any benefit or payment under the Plan, in whole or in
part, or if any attempt is made to subject any such benefit or payment, in whole
or in part, to the debts,  contracts,  liabilities,  engagements or torts of the
person entitled to any such benefit or payment, then such benefit or payment, in
the discretion of the Human Resources  Department shall cease and terminate with
respect to such person,  and the Human  Resources  Department in such case shall
hold or apply the same or any part  thereof  for the  benefit of any  dependent,
relative or  beneficiary  of such person,  in such manner and  proportion as the
Human Resources Department shall deem proper.

             (b) The  establishment of the Plan shall not be construed to confer
upon the  participant  the  legal  right to be  retained  in the  employ  of the
Employers or give the participant, or any other person, any right to any payment
whatsoever,  except to the extent of the benefit  provided  for  hereunder.  The
participant  shall remain subject to discharge to the same extent as if the Plan
had never been adopted.

            (c) If the Human Resources Department  determines that any person to
whom a benefit  is  payable  under the Plan is  incompetent  by reason of age or
physical or metal  disability,  the Human  Resources  Department  shall have the
power to cause the  payments  becoming  due to such person to be made to another
for his benefit  without any  responsibility  to see to the  application of such
payments.  Any payment made  pursuant to such power  shall,  as to the amount of
such payment, operate as a complete discharge of the Employers.

            (d) If at any time any doubt exists as to the identity of any person
entitled to any payment  hereunder  or the amount or time of such  payment,  the
Human  Resources  Department  shall be entitled to hold such sum as a segregated
amount in trust until such  identity,  amount or time is  determined or until an
order of a court of  competent  jurisdiction  is obtained.  The Human  Resources
Department  shall also be entitled to pay such sum into court in accordance with
the appropriate rules of law.

<PAGE>
            (e) No  liability  shall  attach to or be incurred  by any  officer,
director  or  employee  of the  Employers  under  or by  reason  of  the  terms,
conditions  and  provisions  contained in the Plan, or for the acts or decisions
taken  or  made  thereunder  or in  connection  therewith;  and  as a  condition
precedent  to  the  establishment  of  the  Plan  or  the  receipt  of  benefits
thereunder, or both, such liability, if any, is expressly waived and released by
the  participant  and by any and all  persons  claiming  under  or  through  the
participant or any other person.  Such waiver and release shall be  conclusively
evidenced by any act of participation in or the acceptance of benefits under the
Plan.

            (f) Any  notices  required or  permitted  to be given under the Plan
shall be sufficient if in writing and if sent by registered or certified mail to
the  last-known  address  of the  participant  as shown on  records of the Human
Resources Department as the case may be.

            (g) The Plan shall be governed  by and  construed  and  administered
under the laws of the Commonwealth of Pennsylvania.

            (h) The Plan shall be binding upon the parties hereto,  their heirs,
executors,  administrators,  successors  and assigns.  In the event of a merger,
consolidation,  or  reorganization  involving  the  Employers,  the  Plan  shall
continue in force and become an  obligation  of the  successor or  successors of
KFI, its subsidiaries or affiliated corporations.

            (i) If any  provision of the Plan is held invalid or  unenforceable,
its invalidity or unenforceability  shall not affect any other provisions of the
Plan,  and the Plan shall be construed and enforced as if such provision had not
been included therein.

            (j) The Article  headings  contained  herein are inserted  only as a
matter of convenience and for reference and in no way define,  limit, enlarge or
describe  the scope or intent of the Plan nor in any way shall  they  affect the
Plan or the construction of any provision thereof.

            (k) The Plan shall be  evidenced  by this  document and the separate
Benefit Schedule executed by each participant which together shall set forth the
full extent of any obligation of the Employers to such participant.

     TO RECORD the adoption of the Plan, Keystone  Financial,  Inc. on behalf of
the  Employers  has caused this  instrument  to be executed on this _____ day of
December, 1991.


ATTEST:                                       KEYSTONE FINANCIAL, INC.


____________________________________          By_______________________________

<PAGE>

                                   APPENDIX A

                                BENEFIT SCHEDULE
                                     TO THE
                            KEYSTONE FINANCIAL, INC.
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN


Participant Information:

          Name _________________________________________________________________

          Social Security Number _______________________________________________

          Home Address _________________________________________________________

          ______________________________________________________________________

          Employer _____________________________________________________________

          Position _____________________________________________________________

          Annual Total Compensation ____________________________________________

          Date of Retirement ___________________________________________________


Amount of Benefit: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Time and Terms of Payment: _____________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Survivor Benefits: _____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

<PAGE>

Non-Competition Requirements: __________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Acceptance by Participant:

     By executing this Benefit Schedule,  the undersigned  acknowledges that the
preceding  description of benefits  represents his of her entire  agreement with
KFI for supplemental  post-employment or retirement  benefits in accordance with
the terms of the Keystone Financial,  Inc.  Supplemental  Deferred  Compensation
Plan, which terms are incorporated herein by reference.


                                             Participant


                                             ---------------------------

                                             Date: ______________________


Accepted by Human Resources

--------------------------------------

Date _________________________________
<PAGE>