EXHIBIT 10.2

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                                    FORM OF
                      CHANGE IN CONTROL SEVERANCE AGREEMENT
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                              AMENDED AND RESTATED

         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this the 17 th day of April,  2000 ("Effective  Date"),  by and between Heritage
Savings Bank, F.S.B. (the "Bank") and ___________________ (the "Employee").

         WHEREAS,  the Employee is  currently  employed by the Bank as _________
______________ and is experienced in all phases of the business of the Bank; and

         WHEREAS, the parties have previously entered into an Agreement with the
Bank; and

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control  (as  defined   hereinafter)   after  the  Effective  Date  (as  defined
hereinafter).

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee  is  employed  in  the  capacity  as the
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____________________________  of  the  Bank.  The  Employee  shall  render  such
administrative  and  management  services to the Bank and its parent savings and
loan holding company ("Parent") as are currently rendered and as are customarily
performed by persons situated in a similar  executive  capacity.  The Employee's
other duties shall be such as the Board of Directors for the Bank (the "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank and the Parent.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
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period  commencing  on the  Effective  Date and ending  twenty-four  (24) months
thereafter.  Additionally,  on or before each annual  anniversary  date from the
Effective Date, the term of this Agreement may be extended for an additional one
year period beyond the then effective  expiration date upon a determination  and
resolution of the Board of Directors  that the  performance  of the Employee has
met the  requirements  and  standards  of the  Board,  and that the term of such
Agreement shall be extended.

         3.  Termination  of Employment  in  Connection  with or Subsequent to a
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             Change in Control.
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         (a) Notwithstanding any provision herein to the contrary,  in the event
of the involuntary  termination of Employee's  employment  under this Agreement,
absent Just Cause, in connection with, or within  twenty-four (24) months after,
any Change in Control  of the

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Bank or  Parent,  Employee  shall  be paid an  amount  equal to 2.00  times  the
Employee's cash  compensation  paid by the Bank during the one year period prior
to the date of termination of employment  (whether said amounts were received or
deferred by the Employee) and the costs  associated  with  maintaining  coverage
under the Bank's  medical and dental  insurance  reimbursement  plans similar to
that in effect on the date of termination of employment for a period of one year
thereafter. Said sum shall be paid, at the option of Employee, either in one (1)
lump sum  within  thirty  (30) days of such  termination  of  employment,  or in
periodic payments over the next 24 months, and such payments shall be in lieu of
any other  future  payments  which the Employee  would be otherwise  entitled to
receive.  Notwithstanding  the  forgoing,  all sums payable  hereunder  shall be
reduced  in such  manner  and to such  extent  so  that  no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the  Bank or the  Parent  shall be  deemed  an  "excess  parachute  payment"  in
accordance  with Section 280G of the Internal  Revenue Codes of 1986, as amended
(the "Code") and be subject to the excise tax provided at Section 4999(a) of the
Code.  The term  "Change  in  Control"  shall  mean:  (i) the sale of all,  or a
material  portion,  of the  assets  of the Bank or  Parent;  (ii) the  merger or
recapitalization  of the Parent whereby the Parent is not the surviving  entity;
(iii) a change  in  control  of the Bank or  Parent,  as  otherwise  defined  or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the  acquisition,  directly or indirectly,  of the beneficial  ownership
(within  the  meaning  of  that  term  as it is used  in  Section  13(d)  of the
Securities  Exchange  Act of 1934  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities of the Parent by any person,  trust, entity or group. This limitation
shall not apply to the purchase of shares by  underwriters  in connection with a
public  offering of Parent stock,  or the purchase of shares of up to 25% of any
class of securities of the Parent by a tax-qualified employee stock benefit plan
which is  exempt  from the  approval  requirements,  set  forth  under 12 C.F.R.
ss.574.3(c)(1)(vi)  as now in effect or as may  hereafter  be amended.  The term
"person"  means  an  individual  other  than  the  Employee,  or a  corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary except as provided at Sections 4(b),  4(c),  4(d), 4(e) and 5, Employee
may voluntarily terminate his employment under this Agreement within twelve (12)
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(a) of this Agreement,  upon the occurrence,  or within one year thereafter, of
any of the following events,  which have not been consented to in advance by the
Employee in  writing:  (i) if  Employee  would be required to move his  personal
residence or perform his principal

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executive functions more than thirty-five (35) miles from the Employee's primary
office  as of the  signing  of this  Agreement;  (ii)  if in the  organizational
structure  of the Bank or  Parent,  Employee  would be  required  to report to a
person or persons other than the  President of the Bank or Parent;  (iii) if the
Bank or Parent  should fail to maintain  the  Employee's  base  compensation  in
effect as of the date of the Change in Control and  existing  employee  benefits
plans,  including  material fringe benefit,  stock option and retirement  plans,
except to the  extent  that such  reduction  in benefit  programs  is part of an
overall  adjustment in benefits for all employees of the Bank or Parent and does
not disproportionately  adversely impact the Employee; (iv) if Employee would be
assigned duties and  responsibilities  other than those normally associated with
his position as referenced  at Section 1, herein,  for a period of more than six
months; or (v) if Employee's  responsibilities or authority have in any way been
materially diminished or reduced for a period of more than six months.

         4.       Other Changes in Employment Status.
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         (a) Except as provided for at Section 3, herein, the Board of Directors
may terminate the  Employee's  employment at any time with or without Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. The Employee shall have no right to receive  compensation  or other
benefits for any period after termination for Just Cause.  Termination for "Just
Cause" shall include termination because of the Employee's personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule or regulation  (other than traffic  violations or similar offenses) or
final  cease-and-desist  order,  or  material  breach  of any  provision  of the
Agreement.

         (b) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

         (c) If the Bank is in default (as  defined in Section  3(x)(1) of FDIA)
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (d) All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the Bank:  (i) by the


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Director of the Office of Thrift Supervision  ("Director of OTS"), or his or her
designee,  at the time that the Federal Deposit Insurance  Corporation  ("FDIC")
enters into an agreement to provide assistance to or on behalf of the Bank under
the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the
OTS, or his or her designee, at the time that the Director of the OTS, or his or
her  designee  approves  a  supervisory  merger to resolve  problems  related to
operation of the Bank or when the Bank is  determined by the Director of the OTS
to be in an unsafe or unsound  condition.  Any rights of the  parties  that have
already vested, however, shall not be affected by such action.

     (e) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned  upon  compliance  with  12  U.S.C.ss.1828(k)  and  any  regulations
promulgated thereunder.

         5.  Suspension  of  Employment.  If the  Employee is  suspended  and/or
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temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

         6.       Successors and Assigns.
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         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any corporate or other  successor of the Bank which shall  acquire,  directly or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

         (b) The Employee  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

         7.  Amendments.  No amendments or additions to this Agreement  shall be
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binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         8.  Applicable  Law. This  agreement  shall be governed by all respects
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whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Maryland,  except to the extent that  Federal law shall be
deemed to apply. Notwithstanding anything herein to the contrary, all provisions
of the Agreement shall be subject to and conditioned upon compliance with 12 CFR
563.39(b).

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         9.  Severability.  The  provisions  of this  Agreement  shall be deemed
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severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         10. Arbitration. Any controversy or claim arising out of or relating to
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this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue. The Bank shall incur the cost of all fees and expenses
associated  with filing a request for  arbitration  with the AAA,  whether  such
filing  is  made on  behalf  of the  Bank or the  Employee,  and the  costs  and
administrative  fees  associated  with  employing  the  arbitrator  and  related
administrative  expenses assessed by the AAA. The Bank shall reimburse  Employee
for all reasonable  costs and expenses,  including  reasonable  attorneys' fees,
arising from such dispute, proceedings or actions, following the delivery of the
decision  of the  arbitrator.  Further,  the  settlement  of the  dispute  to be
approved by the Board of the Bank or the Parent may include a provision  for the
reimbursement by the Bank or Parent to the Employee for all reasonable costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  or the Board of the Bank or the Parent may  authorize
such reimbursement of such reasonable costs and expenses by separate action upon
a written  action and  determination  of the Board  following  settlement of the
dispute.  Such  reimbursement  shall be paid  within  ten (10) days of  Employee
furnishing to the Bank or Parent evidence, which may be in the form, among other
things,  of a canceled  check or receipt,  of any costs or expenses  incurred by
Employee.

         11. Entire Agreement. This Agreement together with any understanding or
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modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.


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