EXHIBIT 10.6



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                          HERITAGE SAVINGS BANK, F.S.B.

                   DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN


         WHEREAS,  Heritage Savings Bank,  F.S.B. (the "Savings Bank") wishes to
provide assurances to its members of the Board of Directors ("Board") that their
continued  service and  contribution is valued and to offer a degree of economic
security to such individuals so long as such service is deemed beneficial to the
Board as indicated by their  continued  election and  re-election  to such Board
from time to time; and

         WHEREAS,  it is  deemed  advisable  and in the  best  interests  of the
Savings Bank to offer to its members of the Board a degree of financial security
in the event that their service is terminated as a result of a Change in Control
of the Bank;

         NOW THEREFORE,  BE IT RESOLVED that the Plan shall be implemented as of
the Effective Date as follows:


                                    ARTICLE I

                                   DEFINITIONS

         The following  words and phrases as used herein shall,  for the purpose
of the Plan and any subsequent  amendment  thereof,  have the following meanings
unless a different meaning is plainly required by the content:

         1.1  "Board"  means the Board of  Directors  of the  Savings  Bank,  as
constituted from time to time, and successors thereto.

         1.2 "Change in Control"  shall mean: (i) the sale of all, or a material
portion,  of the assets of the Savings  Bank or its  Parent;  (ii) the merger or
recapitalization  of the Savings Bank or Parent  whereby the Savings Bank or the
Parent is not the  surviving  entity;  (iii) a change in control of the  Savings
Bank or the Parent,  as otherwise  defined or determined by the Office of Thrift
Supervision  ("OTS") 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, as
amended,  and the rules and regulations  promulgated  thereunder) of twenty-five
percent (25%) or more of the outstanding  voting  securities of the Savings Bank
or Parent by any person,  trust, entity or group. The term "person" refers to an
individual or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically  listed herein. The decision of the Committee as
to whether a change in control has occurred shall be conclusive and binding.



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         1.3  "Committee"  means the Board or the  administrative  committee  as
appointed by the Board pursuant to Section 6.11 herein.

         1.4 "Director"  means a member of the Board of Directors of the Savings
Bank as of the Effective Date.

         1.5      "Effective Date" means February 8, 1999.

         1.6 "Parent"  shall mean WHG Bancshares  Corporation,  or any successor
corporation thereto.

         1.7 "Participant"  means a Director serving as a member of the Board on
or after the  Effective  Date.  A  Director's  participation  in the Plan  shall
continue as long as he or she  continues  to serve as a Director  subject to the
right of termination, amendment, and modification of the Plan set forth herein.

         1.8 "Plan" means the Heritage Savings Bank, F.S.B.  Directors Change in
Control  Severance Plan as set forth herein,  and as may be amended from time to
time by the Board.

         1.9  "Savings  Bank"  means  Heritage  Savings  Bank,  F.S.B.,  or  any
successor thereto.

         1.10 "Service"  means all years of service as a Director of the Savings
Bank and all predecessor (or successor)  entities of the Savings Bank.  Years of
service as a Director need not be continuous.

         1.11  "Severance  Benefit  Amount" means the benefit  payable under the
Plan in accordance Section 2.4 herein.

         1.12 "Termination Event" means the termination of service as a Director
following  the date of a Change  in  Control  of the  Savings  Bank or Parent or
within eighteen months thereafter.


                                   ARTICLE II

                                    BENEFITS

         2.1 Severance Benefits. Upon the occurrence of a Termination Event, the
Savings Bank shall pay monthly to the Participant the Severance  Benefit Amount,
as described and in the amount set forth at Article II, Section 2.2.  Payment of
such Severance Benefit Amount shall begin on the first business day of the month
following such Termination  Event. The payments will continue to be paid monthly
until all scheduled payments are made to the Participant.  Except as provided at
Article  II,  Section 2.2 upon a  Participant's  termination  from  service as a
Director of the Savings  Bank prior to a  Termination  Event,  the Savings  Bank
shall have no financial obligations to the Participant under the Plan.

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         2.2 Severance  Benefit  Amount.  The Severance  Benefit Amount shall be
calculated and payable as follows:

                  a. A Severance  Benefit  Amount  shall be paid for a period of
         months based upon service of the  Participant  prior to the Termination
         Event as follows:

           Years of Service          Maximum Number of Monthly Payments
           ----------------          ----------------------------------

           less than 1 year                             0
           1 or more                                   18

                  b.  The  Severance  Benefit  Amount  shall  be  calculated  as
         one-twelfth of the aggregate  annual Board retainer and regular monthly
         Board fees in effect with respect to such  Director at the  Termination
         Event which would  normally be paid during the next twelve month period
         to such Participant as a Director of the Bank.

                  c. Benefits  payable in accordance with the Plan are exclusive
of any other benefits that may be payable to a participant  under any other plan
of the Bank.

         2.3  Death of  Participant.  Upon the  death  of a  Participant  who is
receiving  benefit  payments  under  the  Plan  prior to his or her  death,  the
remaining  monthly  payments will cease  immediately  and all obligations of the
Savings  Bank  under  the  Plan  shall  cease  to  exist  with  respect  to such
Participant.

         2.4 Alternative Forms Of Benefit Payment. The Committee may at any time
distribute  the  Severance  Benefit  Amount with respect to all future  benefits
payable  pursuant to Article II of the Plan,  in a lump sum payment equal to the
present value of all future benefits payable to such  Participant.  The interest
rate in effect  for a six month U.S.  Treasury  Bill on the date of the lump sum
payment shall be used for purposes of  calculating  the present value of amounts
payable in accordance with Section 2.4.


                                   ARTICLE III

                         TRUST/NON-FUNDED STATUS OF PLAN

         3.1  Trust/Non-Funded  Status of Plan.  Except  as may be  specifically
provided,  nothing  contained in this Plan and no action  taken  pursuant to the
provisions  of this Plan shall  create or be  construed to create a trust of any
kind, or a fiduciary  relationship  between the Savings Bank and the Participant
or any other  person.  Any funds which may be invested  under the  provisions of
this Plan shall  continue for all purposes to be a part of the general  funds of
the Savings  Bank.  No person other than the Savings Bank shall by virtue of the
provisions of this Plan have any interest in such funds.  The Savings Bank shall
not be under  any  obligation  to use such  funds  solely  to  provide  benefits
hereunder,  and no  representations  have been made to any Participant that such
funds can or will be used only to provide benefits hereunder. To the extent that
any person

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acquires a right to receive  payments from the Savings Bank under the Plan, such
rights shall be no greater than the right of any unsecured  general  creditor of
the Savings Bank.

                                   ARTICLE IV

                                     VESTING

         4.1 Vesting.  All benefits  under this Plan are deemed  non-vested  and
forfeitable  prior to a Termination  Event. All benefits payable hereunder shall
be deemed 100% vested and  non-forfeitable  by the  Participant  upon his or her
meeting the  requirements  set forth at Article II upon a Termination  Event. No
benefits shall be deemed payable hereunder for any period prior to the time that
such benefits shall be deemed 100% vested and non-forfeitable.


                                    ARTICLE V

                                   TERMINATION

         5.1  Termination.  All the  rights  of a  Participant  shall  terminate
immediately  upon the  Participant  ceasing to be in the  active  service of the
Savings Bank prior to a Termination  Event.  A leave of absence  approved by the
Board shall not  constitute  a cessation  of service  within the meaning of this
Section 5.1.


                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1 Other  Benefits.  Nothing in this Plan shall  diminish  or impair a
Participant's eligibility,  participation or benefit entitlement under any other
benefit,  insurance or compensation plan or agreement of the Savings Bank now or
hereinafter in effect.

         6.2 No Effect on Employment  or Service.  This Plan shall not be deemed
to give any  Participant or other person in the employ or service of the Savings
Bank any right to be retained in the  employment or service of the Savings Bank,
or to interfere with the right of the Savings Bank to terminate any  Participant
or such other  person at any time and to treat him or her without  regard to the
effect which such treatment  might have upon him or her as a Participant in this
Plan.

         6.3 Legally Binding. The rights,  privileges,  benefits and obligations
under this Plan are  intended to be legal  obligations  of the Savings  Bank and
binding upon the Savings Bank, its successors and assigns.

         6.4  Modification.  The  Savings  Bank,  by  action  of  the  Board  of
Directors,  reserves the exclusive  right to amend,  modify,  or terminate  this
Plan. Any such  termination,  modification  or

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amendment shall not terminate or diminish any rights or benefits  accrued by any
Participant  prior  thereto  without  regard to whether  such rights or benefits
shall be deemed vested as of such date.  The Savings Bank shall give thirty (30)
days notice in writing to any  Participant  prior to the  effective  date of any
amendment, modification or termination of this Plan.

         6.5 Arbitration. Any controversy or claim arising out of or relating to
the Plan or the breach  thereof  shall be settled by  arbitration  in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
with  such  arbitration  hearing  to be  held  at the  offices  of the  American
Arbitration  Association ("AAA") nearest to the home office of the Savings Bank,
unless otherwise mutually agreed to by the Participant and the Savings Bank, and
judgment  upon the award  rendered  by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.

         6.6  Limitation.  No rights of any  Participant  are  assignable by any
Participant,  in whole or in part,  either by voluntary or involuntary act or by
operation  of law.  The rights of a  Participant  hereunder  are not  subject to
anticipation,  alienation, sale, transfer,  assignment,  pledge,  hypothecation,
encumbrance  or  garnishment  by  creditors  of  the  Participant.   Further,  a
Participant's  rights  under the Plan are not  subject to the debts,  contracts,
liabilities, engagements, or torts of any Participant. No Participant shall have
any right under this Plan or right against any assets held or acquired  pursuant
thereto  other than the rights of a general,  unsecured  creditor of the Savings
Bank pursuant to the  unsecured  promise of the Savings Bank to pay the benefits
accrued  hereunder in accordance  with the terms of this Plan.  The Savings Bank
has no obligation under this Plan to fund or otherwise secure its obligations to
render  payments  hereunder  to a  Participant.  No  Participant  shall have any
discretion in the use,  disposition,  or investment of any asset acquired or set
aside by the Savings Bank to provide benefits under this Plan.

         6.7 ERISA and IRC  Disclaimer.  It is intended that the Plan be neither
an "employee  welfare  benefit plan" nor an "employee  pension benefit plan" for
purposes of the Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA").  Further, it is intended that the Plan will not cause the interest of
a  Participant  under  the Plan to be  includable  in the  gross  income of such
Participant prior to the actual receipt of a payment under the Plan for purposes
of the Internal Revenue Code of 1986, as amended ("IRC").

         6.8      Regulatory Matters.

         (a) The  Participant  shall  have no right to receive  compensation  or
other benefits in accordance  with the Plan for any period after  termination of
service for Just Cause.  Termination for "Just Cause" shall include  termination
because  of  the  Participant'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 Plan.

         (b) Notwithstanding  anything herein to the contrary, any payments made
to a Participant  pursuant to the Plan shall be subject to and conditioned  upon
compliance with 12 USC ss.1828(k) and any regulations promulgated thereunder.


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         6.9  Incompetency.  If the  Savings  Bank shall find that any person to
whom any payment is payable  under the Plan is deemed  unable to care for his or
her personal  affairs because of illness or accident,  any payment due (unless a
prior  claim  therefor  shall  have  been  made  by a duly  appointed  guardian,
committee or other legal  representative)  may be paid to the spouse, a child, a
parent,  or a brother or sister,  or to any person deemed by the Savings Bank to
have incurred  expense for such person  otherwise  entitled to payment,  in such
manner and  proportions as the Board may determine in its sole  discretion.  Any
such payments shall  constitute a complete  discharge of the  liabilities of the
Savings Bank under the Plan.

         6.10 Construction. The Committee shall have full power and authority to
interpret, construe and administer this Plan and the Committee's interpretations
and  construction  thereof,  and  actions  thereunder,   shall  be  binding  and
conclusive on all persons for all purposes.  Directors of the Savings Bank shall
not be liable to any person for any action taken or omitted in  connection  with
the interpretation and administration of this Plan unless attributable to his or
her own willful, gross misconduct or lack of good faith.

         6.11  Plan  Administration.   The  Board  shall  administer  the  Plan;
provided, however, that the Board may appoint an administrative committee (i.e.,
the Committee) to provide administrative  services or perform duties required by
this Plan.  The  Committee  shall have only the  authority  granted to it by the
Board.

         6.12 Governing Law. This Plan shall be construed in accordance with and
governed  by the laws of the State of Maryland  ("State"),  except to the extent
that federal law shall be deemed to apply.

         6.13  Successors  and  Assigns.  The  Plan  shall be  binding  upon any
successor or successors of the Savings Bank,  and unless  clearly  inapplicable,
reference herein to the Savings Bank shall be deemed to include any successor or
successors of the Savings Bank.

         6.14 Sole Agreement.  The Plan expresses,  embodies, and supersedes all
previous agreements,  understandings,  and commitments, whether written or oral,
between the Savings Bank and any Participants hereto with respect to the subject
matter hereof.