CHANGE IN CONTROL SEVERANCE AGREEMENT
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         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 19th day of September 2000 ("Effective  Date"), by and between BUCS Federal
(the "Savings Bank") and Debra J. Vinson (the "Employee").

         WHEREAS, the Employee is currently employed by the Savings Bank as Vice
President, Member Services, and is experienced in certain phases of the business
of the Savings Bank; and

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

         NOW, THEREFORE, it is AGREED as follows:

         1.  Employment.  The  Employee is employed in the  capacity as the Vice
President,  Member Services, of the Savings Bank. The Employee shall render such
administrative  and management  service to the Savings Bank and any to-be-formed
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 Savings Bank (the "Board of Directors" or "Board") may from time to time
reasonably direct, including normal duties as an officer of the Savings Bank and
the Parent.

         2.  Term of  Agreement.  The  term of this  Agreement  shall be for the
period  commencing  on the  Effective  Date and ending  thirty-six  (36)  months
thereafter ("Term").  Additionally,  on, or before, each annual anniversary date
from the  Effective  Date,  the Term of this  Agreement  may be extended  for an
additional 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
Change in Control.

         (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 12 months after, any Change in
Control of the Savings Bank or Parent, Employee shall be paid an amount equal to
two (2) times the taxable  compensation paid to the Employee by the Bank and the
Parent  for the  calendar  year  ending  on or  before  the  Employee's  date of
termination  of  employment  with the Bank  (including  sums  that may have been
deferred  under the Bank's  401(k) plan)  (whether said amounts were received or
deferred by the Employee) and the costs  associated  with  maintaining  coverage
under the Savings Bank's medical and dental

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insurance  reimbursement  plans  similar  to  that  in  effect  on the  date  of
termination  of employment  for a period of one and one-half  years  thereafter.
Said  sum  shall be paid in one (1)  lump  sum not  later  than the date of such
termination  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 Savings  Bank or the Parent shall be
deemed an "excess  parachute  payment" in  accordance  with  Section 280G of the
Internal  Revenue  Code 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 refer to (i) the control of voting proxies whether related to stockholders
or mutual  members  by any  person,  other  than the Board of  Directors  of the
Savings  Bank, to direct more than 25% of the  outstanding  votes of the Savings
Bank, the control of the election of a majority of the Savings Bank's directors,
or the exercise of a controlling  influence  over the  management or policies of
the  Savings  Bank by any  person or by  persons  acting as a group  within  the
meaning of Section  13(d) of the Exchange  Act,  (ii) an event  whereby the OTS,
FDIC or any other department,  agency or quasi-agency of the federal  government
cause or bring about,  without the consent of the Savings  Bank, a change in the
corporate  structure or organization of the Savings Bank; (iii) an event whereby
the OTS,  FDIC or any other  agency or  quasi-agency  of the federal  government
cause or bring  about,  without the consent of the Savings  Bank,  a taxation or
involuntary  distribution  of retained  earnings  or  proceeds  from the sale of
securities to depositors,  borrowers,  any government  agency or organization or
civic or charitable organization; or (iv) a merger or other business combination
between the Savings Bank and another  corporate  entity whereby the Savings Bank
is not the surviving entity. In the event that the Savings Bank shall convert in
the future from  mutual-to-stock  form,  the term "Change in Control" shall also
refer to:  (i) the sale of all,  or a  material  portion,  of the  assets of the
Savings Bank or the Parent;  (ii) the merger or  recapitalization of the Savings
Bank or the 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  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 Savings Bank or the Parent by any person,
trust,  entity or group.  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.  The provisions of this Section
3(a) shall survive the expiration of this Agreement  occurring after a Change in
Control.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary  except as  provided  at  Sections 4 and 5,  Employee  may  voluntarily
terminate  his  employment  under this  Agreement  within 12 months  following a
Change in Control of the Savings  Bank or Parent,  and upon the  occurrence,  or
within 120 days 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  executive
functions more than thirty-five

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(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement;  (ii)  if in the  organizational  structure  of the  Savings  Bank or
Parent,  Employee  would be required to report to a person or persons other than
the Board of the Savings Bank or Parent, or the President;  (iii) if the Savings
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 Savings 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;  or (v) if
Employee's  responsibilities  or  authority  have  in any  way  been  materially
diminished  or reduced.  Upon such  voluntary  termination  of employment by the
Executive in  accordance  with this  subsection,  Executive  shall  thereupon be
entitled to receive the payments  described  in Section 3(a) of this  Agreement.
The  provisions  of this  Section  3(b) shall  survive  the  expiration  of this
Agreement occurring after a Change in Control.

         4. Other  Changes  in  Employment  Status.  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  with or without  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.

         5. Regulatory Exclusions.

         (a) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the conduct of the Savings  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 Savings Bank under
this Agreement shall  terminate,  as of the effective date of the order, but the
vested rights of the contracting parties shall not be affected.

         (b) If the Savings 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.

         (c) 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

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Savings Bank: (i) by the 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 Savings 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 Savings Bank or when the
Savings  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.

         (d) If the Employee is suspended  and/or  temporarily  prohibited  from
participating  in the conduct of the Savings  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 Savings 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 Savings 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 (in whole or in part) any of its  obligations
which were suspended.

         (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  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

         (f) Notwithstanding  anything herein to the contrary, in no event shall
payments to the Executive  resulting  from  termination  of  employment  for any
reason in accordance  with the  Agreement  exceed the product of three (3) times
the  Executives  average  annual  compensation  paid by the Savings  Bank to the
Executive during the five most recent taxable years.

         6. Successors and Assigns.

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

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

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


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         8.  Applicable  Law. This  agreement  shall be governed by all respects
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.

         9.  Severability.  The  provisions  of this  Agreement  shall be deemed
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
this  Agreement,  or  the  breach  thereof,  shall  be  settled  exclusively  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 extent that the parties may otherwise
reach a mutual settlement of such issue.  Further, the settlement of the dispute
to be  approved  by the  Board of the  Bank  may  include  a  provision  for the
reimbursement by the Bank 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.  The
provisions of this Section 10 shall survive the expiration of this Agreement.

         11. Confidential Information. The Employee acknowledges that during his
or her  employment  he or  she  will  learn  and  have  access  to  confidential
information  regarding  the Savings  Bank and the Parent and its  customers  and
businesses ("Confidential  Information").  The Employee agrees and covenants not
to  disclose  or use for his or her own  benefit,  or the  benefit  of any other
person or entity, any such Confidential Information, unless or until the Savings
Bank or the  Parent  consents  to  such  disclosure  or use or such  information
becomes common  knowledge in the industry or is otherwise  legally in the public
domain.  The Employee shall not knowingly disclose or reveal to any unauthorized
person any Confidential Information relating to the Savings Bank, the Parent, or
any  subsidiaries or affiliates,  or to any of the businesses  operated by them,
and the  Employee  confirms  that such  information  constitutes  the  exclusive
property of the Savings Bank and the Parent.  The Employee  shall not  otherwise
knowingly  act or conduct  himself (a) to the material  detriment of the Savings
Bank or the Parent, or its subsidiaries, or affiliates, or (b) in a manner which
is  inimical or contrary  to the  interests  of the Savings  Bank or the Parent.
Employee  acknowledges  and agrees that the existence of this  Agreement and its
terms and conditions constitutes  Confidential  Information of the Savings Bank,
and the Employee  agrees not to disclose the  Agreement or its contents  without
the prior written  consent of the Savings Bank.  Notwithstanding  the foregoing,
the Savings Bank reserves the right in its sole discretion to make disclosure of
this  Agreement as it deems  necessary or  appropriate  in  compliance  with its
regulatory  reporting  requirements.  Notwithstanding  anything  herein  to  the
contrary,  failure by the Employee to comply with the provisions of this Section
may result in the immediate termination of the

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Agreement  within the sole discretion of the Savings Bank,  disciplinary  action
against the Employee taken by the Savings Bank, including but not limited to the
termination  of  employment  of the Employee for breach of the Agreement and the
provisions of this Section,  and other  remedies that may be available in law or
in equity.

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

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