CHANGE IN CONTROL SEVERANCE AGREEMENT


         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this ___ day of  ________________,  2002 ("Effective Date"), by and between BUCS
Federal Bank (the "Savings Bank") and William H. Howard (the "Employee").

         WHEREAS,  the  Employee is  currently  employed by the Savings  Bank as
Senior Vice President,  Commercial  Banking 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
Senior Vice  President,  Commercial  Banking of the Savings  Bank.  The Employee
shall render such  administrative and management service to the Savings Bank and
to BUCS Financial  Corp, the parent savings and loan holding company of the Bank
("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

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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 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 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 Company
or 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 (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

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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 Savings Bank, or to
interfere  with the right of the Savings 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 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

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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.

         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 Savings  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  Savings  Bank may  include a
provision for the reimbursement by the Savings Bank to the Employee

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for all reasonable  costs and expenses,  including  reasonable  attorneys' fees,
arising from such dispute,  proceedings or actions,  or the Board of the Savings
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 Savings 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
employment he 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
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 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  11,  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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