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                                HF BANCORP, INC.
                              EMPLOYMENT AGREEMENT


      This AGREEMENT  ("Agreement") is made effective as of                    ,
                                                            -------------------
1997, by and between HF Bancorp,  Inc. (the  "Holding  Company"),  a corporation
organized under the laws of Delaware,  with its principal  administrative office
at 445 East Florida  Avenue,  Hemet,  California  92543 and Richard S. Cupp (the
"Executive").  Any  reference to  "Institution"  herein shall mean Hemet Federal
Savings and Loan Association or any successor thereto.

      WHEREAS,  the Holding  Company  wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

      WHEREAS,  the  Executive  is willing to serve in the employ of the Holding
Company on a full-time basis for said period.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.    POSITION AND RESPONSIBILITIES

      During the period of his employment  hereunder,  Executive agrees to serve
as President and Chief Executive  Officer of the Holding Company.  The Executive
shall render  administrative and management services to the Holding Company such
as are customarily performed by persons in a similar executive capacity.  During
said  period,  Executive  also agrees to serve,  if  elected,  as an officer and
director of any subsidiary of the Holding Company.

2.    TERMS

      (a) The period of Executive's  employment  under this  Agreement  shall be
deemed to have  commenced as of the date first above written and shall  continue
for a period of twenty-four (24) full calendar months thereafter.  Commencing on
the first day of this  Agreement,  and  continuing  on each  annual  anniversary
thereafter,  the disinterested  members of the Board of Directors of the Holding
Company  ("Board") may extend the Agreement for an additional  twelve (12) month
period  such that the  remaining  term of the  Agreement  shall be two (2) years
unless the Board or Executive  elects not to extend the term of the Agreement by
giving written notice in accordance with Section 9 of this Agreement.

      (b) During  the period of  Executive's  employment  hereunder,  except for
periods of absence  occasioned  by illness,  reasonable  vacation  periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder including  activities and services related to the organization,
operation  and  management of the Holding  Company and its,  direct or indirect,
subsidiaries



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("Subsidiaries")   and  participation  in  community  and  civic  organizations;
provided,  however,  that,  with the  approval of the Board,  as  evidenced by a
resolution of such Board, from time to time, Executive may serve, or continue to
serve,  on the boards of directors  of, and hold any other  offices or positions
in,  companies  or  organizations,  which,  in such Board's  judgment,  will not
present any conflict of interest with the Holding  Company or its  Subsidiaries,
or materially  affect the  performance  of Executive's  duties  pursuant to this
Agreement.

      (c) Notwithstanding anything herein contained to the contrary, Executive's
employment  with the Holding Company may be terminated by the Holding Company or
Executive during the term of this Agreement, subject to the terms and conditions
of this Agreement.

3.    COMPENSATION AND REIMBURSEMENT

      (a) The Executive  shall be entitled to a salary from the Holding  Company
or its  Subsidiaries  of not less than  $20,000 per month or $240,000  per annum
("Base Salary").  Base Salary shall include any amounts of compensation deferred
by Executive  under any qualified or unqualified  plan maintained by the Holding
Company  and its  Subsidiaries.  Such Base Salary  shall be payable  bi-monthly.
During the period of this Agreement,  Executive's  Base Salary shall be reviewed
at least  annually;  the first such  review  will be made no later than one year
from the date of this Agreement.  Such review shall be conducted by the Board or
by a Committee of the Board  delegated  such  responsibility  by the Board.  The
Committee or the Board may adjust  Executive's  Base Salary.  The adjusted  Base
Salary  shall  become the "Base  Salary"  for  purposes  of this  Agreement.  In
addition to the Base Salary  provided in this Section 3(a), the Holding  Company
shall also provide  Executive,  at no premium cost to  Executive,  with all such
other  benefits as provided  uniformly to permanent  full-time  employees of the
Holding  Company and its  Subsidiaries.  The Holding  Company shall also provide
Executive with an auto allowance of $900 per month.

      (b) The Executive shall be entitled to participate in any employee benefit
plans,  arrangements and perquisites  substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Holding Company and its
Subsidiaries  will not,  without  Executive's  prior written  consent,  make any
changes in such  plans,  arrangements  or  perquisites  which  would  materially
adversely affect Executive's rights or benefits thereunder, except to the extent
that such changes are made  applicable  to all Holding  Company and  Institution
employees eligible to participate in such plans, arrangements and perquisites on
a  non-discriminatory  basis.  Without  limiting the generality of the foregoing
provisions of this Subsection (b), Executive shall be entitled to participate in
or receive benefits under any employee benefit plans including,  but not limited
to,   retirement   plans,   supplemental   retirement   plans,   pension  plans,
profit-sharing plans,  health-and-accident  plans, medical coverage or any other
employee  benefit plan or arrangement  made available by the Holding Company and
its  Subsidiaries  in the future to its  senior  executives  and key  management
employees,  subject to and on a basis consistent with the terms,  conditions and
overall  administration  of such  plans  and  arrangements.  Executive  shall be
entitled to  incentive  compensation  and bonuses as provided in any plan of the
Holding Company and its Subsidiaries in which Executive is eligible to



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participate.  Nothing paid to the Executive  under any such plan or  arrangement
will be deemed to be in lieu of other  compensation  to which the  Executive  is
entitled under this Agreement.

      (c) In addition to the Base Salary  provided for by paragraph  (a) of this
Section 3 and other  compensation  provided for by paragraph (b) of this Section
3, the Holding  Company  shall pay or  reimburse  Executive  for all  reasonable
travel and other reasonable  expenses incurred in the performance of Executive's
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board may from time to time determine.

4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

      (a) Upon the  occurrence of an Event of  Termination  (as herein  defined)
during the Executive's term of employment  under this Agreement,  the provisions
of  this  Section  shall  apply.  As  used  in  this  Agreement,  an  "Event  of
Termination"  shall mean and include any one or more of the  following:  (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for any reason other than  termination  governed by Section 5(a) hereof,  or for
Cause, as defined in Section 8 hereof;  (ii)  Executive's  resignation  from the
Holding  Company's employ upon any (A) failure to elect or reelect or to appoint
or  reappoint  Executive  as  President  and  Chief  Executive  Officer,  unless
consented to by the Executive,  (B) a material  change in Executive's  function,
duties, or responsibilities with the Holding Company or its Subsidiaries,  which
change would cause Executive's position to become one of lesser  responsibility,
importance,  or scope from the  position  and  attributes  thereof  described in
Section 1, above,  unless  consented to by the  Executive,  (C) a relocation  of
Executive's  principal  place  of  employment  by more  than 30  miles  from its
location at the effective  date of this  Agreement,  unless  consented to by the
Executive,  (D) a material  reduction  in the benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  consented to by the  Executive,  (E) a liquidation or dissolution of the
Holding  Company  or the  Institution,  or (F) breach of this  Agreement  by the
Holding Company. Upon the occurrence of any event described in clauses (A), (B),
(C),  (D),  (E) or (F),  above,  Executive  shall  have  the  right  to elect to
terminate his employment  under this Agreement by resignation upon not less than
sixty (60) days prior written notice given within six full calendar months after
the event giving rise to said right to elect.

      (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the Date of
Termination,  as defined in Section 9, the Holding Company shall be obligated to
pay Executive,  or, in the event of his  subsequent  death,  his  beneficiary or
beneficiaries, or his estate, as the case may be, an amount equal to the sum of:
(i) the amount of the remaining payments that the Executive would have earned if
he had  continued his  employment  with the Holding  Company or the  Institution
during the remaining  term of this Agreement at the  Executive's  Base Salary at
the Date of Termination;  and (ii) the amount equal to the annual  contributions
that would have been made on Executive's behalf to any employee benefit plans of
the  Institution  or the  Holding  Company  during  the  remaining  term of this
Agreement based on  contributions  made (on an annualized  basis) at the Date of
Termination.  At the  election of the  Executive,  which  election is to be made
prior to an Event of  Termination,  such  payments may be made in a lump sum. In
the event that no election is made, payment to the


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Executive will be made on a monthly basis in  approximately  equal  installments
during the remaining term of the  Agreement.  Such payments shall not be reduced
in the event the Executive  obtains other  employment  following  termination of
employment.

      (c) Upon the occurrence of an Event of  Termination,  the Holding  Company
will  cause to be  continued  life,  medical,  dental  and  disability  coverage
substantially  equivalent to the coverage  maintained by the Holding  Company or
its  Subsidiaries  for Executive  prior to his termination at no premium cost to
the  Executive.  Such coverage  shall cease upon the expiration of the remaining
term of this Agreement.

5.    CHANGE IN CONTROL

      (a) For purposes of this  Agreement,  a "Change in Control" of the Holding
Company or the  Institution  shall mean an event of a nature that:  (i) would be
required to be  reported in response to Item 1(a) of the current  report on Form
8-K,  as in effect on the date  hereof,  pursuant  to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (ii)  results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act,  and  the  Rules  and  Regulations  promulgated  by the  Office  of  Thrift
Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof
(provided,  that in applying  the  definition  of change in control as set forth
under the rules and  regulations  of the OTS,  the Board  shall  substitute  its
judgment  for that of the OTS);  or (iii)  without  limitation  such a Change in
Control  shall be deemed to have  occurred at such time as (A) any  "person" (as
the term is used in Sections  13(d) and 14(d) of the Exchange Act) is or becomes
the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or indirectly,  of voting  securities of the Institution or the Holding
Company  representing 20% or more of the  Institution's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting  securities of the  Institution  purchased by the Holding Company and any
voting securities  purchased by any employee benefit plan of the Holding Company
or its  Subsidiaries;  or (B)  individuals  who constitute the Board on the date
hereof (the  "Incumbent  Board")  cease for any reason to  constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least  three-quarters of
the directors  comprising the Incumbent  Board, or whose nomination for election
by the Holding  Company's  stockholders  was approved by a Nominating  Committee
solely  composed of members which are  Incumbent  Board  members,  shall be, for
purposes  of this  clause  (B),  considered  as  though  he were a member of the
Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Institution or the Holding Company or
similar transaction occurs or is effectuated in which the Institution or Holding
Company  is not the  resulting  entity;  provided,  however,  that such an event
listed above will be deemed to have  occurred or to have been  effectuated  upon
the receipt of all required federal regulatory approvals not including the lapse
of any statutory waiting periods;  or (D) a proxy statement shall be distributed
soliciting  proxies from  stockholders of the Holding Company,  by someone other
than the current management of the Holding Company, seeking stockholder approval
of a plan of  reorganization,  merger or consolidation of the Holding Company or
Institution with one or more corporations as a


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result of which the  outstanding  shares of the class of securities then subject
to such plan or transaction are exchanged for or converted into cash or property
or  securities  not issued by the  Institution  or the Holding  Company shall be
distributed;  or (E) a  tender  offer  is made  for  20% or  more of the  voting
securities of the Institution or Holding Company then outstanding.

      (b) If a Change in Control has  occurred  pursuant to Section  5(a) or the
Board has determined  that a Change in Control has occurred,  Executive shall be
entitled to the benefits  provided in paragraphs (c) and, (d), of this Section 5
upon his  subsequent  termination  of employment at any time within  twenty-four
(24) months following the Change in Control due to (i) Executive's dismissal, or
(ii) Executive's voluntary  resignation  following any demotion,  loss of title,
office or  significant  authority  or  responsibility,  reduction  in the annual
compensation  or benefits or relocation of his principal  place of employment by
more  than 30 miles  from  its  location  immediately  prior  to the  change  in
control),  unless such  termination is because of his death,  or termination for
Cause.

      (c) Upon the Executive's entitlement to benefits pursuant to Section 5(b),
the  Holding  Company  shall pay  Executive,  or in the event of his  subsequent
death, his beneficiary or  beneficiaries,  or his estate, as the case may be, as
severance pay or liquidated damages, or both, a sum equal to the greater of: (i)
the payments due for the remaining term of the Agreement;  or (ii) two (2) times
Executive's  average  annual  compensation  for the three (3) preceding  taxable
years that  Executive  has been  employed by the Holding  Company or such lesser
number of years in the event  that  Executive  shall have been  employed  by the
Holding Company for less than three (3) years.  Such annual  compensation  shall
include any  commissions,  bonuses,  contributions on behalf of Executive to any
pension and profit  sharing plan,  severance  payments,  directors' or committee
fees and fringe benefits paid or to be paid to the Executive  during such years.
At the election of the Executive, which election is to be made prior to a Change
in  Control,  such  payment  may be made in a lump  sum.  In the  event  that no
election is made,  payment to the  Executive  will be made on a monthly basis in
approximately  equal  installments  during the remaining  term of the Agreement.
Such  payments  shall  not be  reduced  in the  event  Executive  obtains  other
employment following termination of employment.

      (d) Upon the Executive's entitlement to benefits pursuant to Section 5(b),
the Company  will cause to be continued  life,  medical,  dental and  disability
coverage substantially  equivalent to the coverage maintained by the Institution
for  Executive  at no premium  cost to Executive  prior to his  severance.  Such
coverage and payments shall cease upon the expiration of twenty-four (24) months
following the Change in Control.

6.    CHANGE OF CONTROL RELATED PROVISIONS

      Notwithstanding the paragraphs of Section 5, in the event that:

      o     the  aggregate  payments  or  benefits  to be  made or  afforded  to
            Executive,  which are deemed to be parachute  payments as defined in
            Section 280G of the Internal  Revenue Code of 1986,  as amended (the
            "Code") or any successor thereof, (the "Termination


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            Benefits") would be deemed to include an "excess parachute  payment"
            under Section 280G of the Code,

      o     then  upon  the Executive's entitlement to benefits under Section 5,
            the Holding  Company shall pay to the Executive,  or in the event of
            his  subsequent  death,  his  beneficiary or  beneficiaries,  or his
            estate,  as the case may be, an amount equal to the total of all the
            federal excise taxes imposed on the Executive  under section 4999 of
            the Code, plus an amount equal to any federal and state income taxes
            owed by the  Executive  with respect to any payments or benefits due
            on the  Termination  Benefits.  Notwithstanding  the  preceding,  no
            benefits shall be payable by the Holding Company with respect to any
            excise tax  imposed  under  Section  4999 of the Code on the amounts
            paid under this paragraph.


7.    TERMINATION UPON RETIREMENT

      Termination by the Holding  Company of the Executive based on "Retirement"
shall mean termination in accordance with the Holding Company's or Institution's
retirement policy or in accordance with any retirement  arrangement  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  Executive  shall be entitled to all benefits  under any  retirement
plan of the  Holding  Company  or the  Institution  and  other  plans  to  which
Executive is a party.

8.    TERMINATION FOR CAUSE

      The term  "Termination  for  Cause"  shall mean  termination  because of a
material loss to the Holding  Company or one of its  Subsidiaries  caused by the
Executive's  intentional failure to perform stated duties,  personal dishonesty,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision  of this  Agreement.  For  purposes  of this  Section,  no act, or the
failure to act, on Executive's  part shall be "willful"  unless done, or omitted
to be done, not in good faith and without  reasonable  belief that the action or
omission was in the best  interest of the Holding  Company or its  Subsidiaries.
Notwithstanding  the  foregoing,  Executive  shall  not be  deemed  to have been
terminated  for Cause unless and until there shall have been  delivered to him a
Notice of Termination which shall include a copy of a resolution duly adopted by
the affirmative vote of not less than  three-fourths of the members of the Board
at a meeting of the Board  called and held for that  purpose  (after  reasonable
notice to Executive and an  opportunity  for him,  together with counsel,  to be
heard before the Board),  finding  that in the good faith  opinion of the Board,
Executive was guilty of conduct justifying  termination for Cause and specifying
the  particulars  thereof in detail.  The Executive  shall not have the right to
receive  compensation  or other  benefits for any period after  Termination  for
Cause except for  compensation  and benefits  already vested.  During the period
beginning on the date of the Notice of Termination for Cause pursuant to Section
9 hereof,  stock options and related  limited rights granted to Executive  under
any stock option plan shall not be exercisable nor shall any unvested


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awards  granted to  Executive  under any  restricted  stock  benefit plan of the
Holding Company or its Subsidiaries vest. At the Date of Termination, such stock
options and related  limited  rights and such unvested  awards shall become null
and void and shall not be  exercisable  by or delivered to Executive at any time
subsequent to such Date of Termination for Cause.

9.    NOTICE

      (a) Any purported termination by the Holding Company or by Executive shall
be communicated by Notice of Termination to the other party hereto. For purposes
of this Agreement,  a "Notice of Termination"  shall mean a written notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

      (b) "Date of  Termination"  shall mean the date specified in the Notice of
Termination  (which,  in the case of a Termination for Cause,  shall not be less
than thirty (30) days from the date such Notice of Termination is given).

      (c) If, within thirty (30) days after any Notice of  Termination is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute  exists  concerning  the  termination,  except upon the  occurrence of a
Change in Control and voluntary  termination  by the Executive in which case the
Date of  Termination  shall be the date  specified  in the  Notice,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a binding  arbitration award, or
by a final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal  therefrom  having expired and no appeal having been  perfected)
and provided further that the Date of Termination  shall be extended by a notice
of dispute  only if such notice is given in good faith and the party giving such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the pendency of any such dispute,  the Company will continue to
pay Executive his full compensation in effect when the notice giving rise to the
dispute was given  (including,  but not limited  to, Base  Salary) and  continue
Executive as a participant in all  compensation,  benefit and insurance plans in
which he was  participating  when the  notice of dispute  was  given,  until the
dispute is finally  resolved in  accordance  with this  Agreement.  Amounts paid
under this Section are in addition to all other amounts due under this Agreement
and shall not be offset  against  or reduce  any other  amounts  due under  this
Agreement.

10.   POST-TERMINATION OBLIGATIONS

      All  payments  and benefits to  Executive  under this  Agreement  shall be
subject to  Executive's  compliance  with this  Section 10 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.


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11.   NON-COMPETITION

      (a) Upon any termination of Executive's  employment  hereunder pursuant to
Section 4 hereof,  Executive  agrees not to compete with the Holding  Company or
its  Subsidiaries for a period of one (1) year following such termination in any
city, town or county in which the Executive's  normal business office is located
and the Holding Company or any of its Subsidiaries has an office or has filed an
application for regulatory approval to establish an office, determined as of the
effective date of such termination, except as agreed to pursuant to a resolution
duly adopted by the Board.  Executive  agrees that during such period and within
said cities, towns and counties, Executive shall not work for or advise, consult
or otherwise  serve with,  directly or  indirectly,  any entity  whose  business
materially competes with the depository, lending or other business activities of
the Holding Company or its  Subsidiaries.  The parties hereto,  recognizing that
irreparable  injury will result to the Holding Company or its Subsidiaries,  its
business  and  property in the event of  Executive's  breach of this  Subsection
11(a)  agree  that in the event of any such  breach by  Executive,  the  Holding
Company or its Subsidiaries, will be entitled, in addition to any other remedies
and damages  available,  to an injunction  to restrain the  violation  hereof by
Executive,  Executive's partners,  agents,  servants,  employees and all persons
acting for or under the direction of Executive.  Executive represents and admits
that in the event of the  termination  of his  employment  pursuant to Section 8
hereof,  Executive's  experience  and  capabilities  are such that Executive can
obtain  employment  in a business  engaged in other lines  and/or of a different
nature than the Holding Company or its Subsidiaries, and that the enforcement of
a remedy  by way of  injunction  will  not  prevent  Executive  from  earning  a
livelihood.  Nothing herein will be construed as prohibiting the Holding Company
or its  Subsidiaries  from pursuing any other remedies  available to the Holding
Company or its Subsidiaries for such breach or threatened breach,  including the
recovery of damages from Executive.

      (b)  Executive  recognizes  and  acknowledges  that the  knowledge  of the
business activities and plans for business activities of the Holding Company and
its  Subsidiaries as it may exist from time to time, is a valuable,  special and
unique  asset of the  business  of the  Holding  Company  and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or  other  entity  for  any  reason  or  purpose  whatsoever,  unless  expressly
authorized  by the Board of  Directors or required by law.  Notwithstanding  the
foregoing,  Executive  may disclose any knowledge of banking,  financial  and/or
economic  principles,  concepts  or ideas  which are not solely and  exclusively
derived from the business  plans and activities of the Holding  Company.  In the
event of a breach or  threatened  breach by the  Executive of the  provisions of
this Section, the Holding Company will be entitled to an injunction  restraining
Executive  from  disclosing,  in whole or in part,  the  knowledge  of the past,
present, planned or considered business activities of the Holding Company or its
Subsidiaries  or from rendering any services to any person,  firm,  corporation,
other entity to whom such knowledge,  in whole or in part, has been disclosed or
is threatened to be disclosed.  Nothing  herein will be construed as prohibiting
the Holding Company from pursuing any other remedies available to the


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Holding Company for such breach or threatened breach,  including the recovery of
damages from Executive.

12.   SOURCE OF PAYMENTS

      (a) All payments  provided in this Agreement  shall be timely paid in cash
or check from the general funds of the Holding  Company  subject to this Section
12(b).

      (b)  Notwithstanding  any provision herein to the contrary,  to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received by Executive  under the  Employment  Agreement  dated                 ,
                                                               ----------------
1997,  between  Executive and the Institution,  such  compensation  payments and
benefits  paid by the  Institution  will  be  subtracted  from  any  amount  due
simultaneously to Executive under similar provisions of this Agreement. Payments
pursuant to this Agreement and the  Institution  Agreement shall be allocated in
proportion to the level of activity and the time expended on such  activities by
the  Executive as  determined by the Holding  Company and the  Institution  on a
quarterly basis.

13.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

      This  Agreement  contains  the entire  understanding  between  the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any  predecessor  of the  Holding  Company  and  Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

14.   NO ATTACHMENT

      (a) Except as  required by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

      (b) This  Agreement  shall be binding  upon,  and inure to the benefit of,
Executive and the Holding Company and their respective successors and assigns.

15.   MODIFICATION AND WAIVER

      (a) This  Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.



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<PAGE> 10



      (b) No term or  condition of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

16.   SEVERABILITY

      If, for any reason,  any provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

17.   HEADINGS FOR REFERENCE ONLY

      The headings of sections  and  paragraphs  herein are included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

18.   GOVERNING LAW

      This  Agreement  shall be governed by the laws of the State of California,
unless otherwise specified herein.

19.   ARBITRATION

      Any  dispute  or  controversy  arising  under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of the Holding  Company,  in accordance  with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction; provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

      In the event any dispute or  controversy  arising  under or in  connection
with Executive's  termination is resolved in favor of the Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.




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<PAGE> 11



20.   PAYMENT OF LEGAL FEES

      All  reasonable  legal fees paid or incurred by Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.

21.   INDEMNIFICATION

      The  Holding  Company  shall  provide  Executive   (including  his  heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at  its  expense  and  shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

22.   SUCCESSOR TO THE HOLDING COMPANY

      The Holding  Company  shall  require any  successor or  assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.


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<PAGE> 12


                                   SIGNATURES


      IN WITNESS  WHEREOF,  HF Bancorp,  Inc.  has caused this  Agreement  to be
executed and its seal to be affixed hereunto by its duly authorized  officer and
its  directors,  and  Executive  has  signed  this  Agreement,  on  the  day  of
                , 1997.
----------------

ATTEST:                             HF BANCORP, INC.


                                    By:                                    
----------------------                  ------------------------------------
Secretary                                For the Board of Directors   

            [SEAL]


WITNESS:


                                    By:                                    
----------------------                  ----------------------------------
                                        Executive


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