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                   HEMET FEDERAL SAVINGS AND LOAN ASSOCIATION
                              EMPLOYMENT AGREEMENT


      This  AGREEMENT is made effective as of                    ,  1997, by and
                                              -------------------
among  Hemet  Federal  Savings  and  Loan  Association  (the  "Institution"),  a
federally  chartered  savings  institution,  with its  principal  administrative
office at 445 East Florida Avenue, Hemet,  California 92543, HF Bancorp, Inc., a
corporation  organized  under the laws of the  State of  Delaware,  the  holding
company  for the  Institution  (the  "Holding  Company"),  and  Richard  S. Cupp
("Executive").

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

      WHEREAS, Executive is willing to serve in the employ of the Institution 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  Institution.  Executive shall
render  administrative  and management  services to the Institution  such as are
customarily  performed  by persons  situated  in a similar  executive  capacity.
During said period,  Executive also agrees to serve,  if elected,  as an officer
and director of the Holding Company or any subsidiary of the Institution.

2.    TERMS AND DUTIES

      (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 anniversary date of this Agreement, and continuing on each anniversary
thereafter,  the  disinterested  members  of  the  board  of  directors  of  the
Institution  ("Board") may extend the  Agreement  for an additional  twelve (12)
month period such that the remaining term of the Agreement  shall be twenty-four
(24) months unless the Executive elects not to extend the term of this Agreement
by giving written  notice in accordance  with Section 9 of this  Agreement.  The
Board  will  review the  Agreement  and  Executive's  performance  annually  for
purposes of  determining  whether to extend the  Agreement and the rationale and
results  thereof  shall be included in the minutes of the Board's  meeting.  The
Board shall give notice to the  Executive as soon as possible  after such review
as to whether the Agreement is to be extended.

      (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,



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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  Institution  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 Institution,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

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

3.    COMPENSATION AND REIMBURSEMENT

      (a) The  Institution  shall pay Executive as  compensation a salary 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  Institution.  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.  Any  adjustment  to 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 Institution shall also provide  Executive,  at no premium cost
to  Executive,  with  all such  other  benefits  as are  provided  uniformly  to
permanent full-time employees of the Institution.

      (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  Institution  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  such  changes  are made
applicable to all Institution  employees 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  Institution 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  Institution  in which  Executive  is eligible to
participate. Nothing paid to the Executive under any such plan or


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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 Institution  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 Institution or the Holding  Company of Executive's  full-time
employment hereunder for any reason other than a termination governed by Section
5(a) hereof,  or  Termination  for Cause,  as defined in Section 8 hereof;  (ii)
Executive's  resignation from the  Institution'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,  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  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,  or (E) a liquidation or  dissolution  of the  Institution or Holding
Company, or (F) breach of this Agreement by the Institution. 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 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 Institution 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  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;
provided,  however,  that any payments pursuant to this subsection shall not, in
the aggregate,  exceed two times Executive's average annual compensation for the
five  most  recent  taxable  years  that  Executive  has  been  employed  by the
Institution  or such lesser  number of years in the event that  Executive  shall
have


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been  employed by the  Institution  for less than five  years.  In the event the
Institution is not in compliance  with its minimum  capital  requirements  or if
such  payments  pursuant to this  subsection  (b) would cause the  Institution's
capital to be reduced below its minimum  regulatory capital  requirements,  such
payments  shall be  deferred  until such time as the  Institution  or  successor
thereto  is in capital  compliance.  At the  election  of the  Executive,  which
election is to be made prior to an Event of Termination,  such payments shall be
made in a lump sum. In the event that no election is made,  payment to 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 Institution  will
cause  to  be  continued   life,   medical,   dental  and  disability   coverage
substantially  identical to the coverage  maintained by the  Institution  or the
Holding Company for Executive prior to his termination at no premium cost to the
Executive,  except to the extent such coverage may be changed in its application
to all Institution or Holding Company employees.  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
Institution  or Holding  Company shall mean an event of a nature that: (i) would
be required  to be reported in response to Item 1 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,  as amended  (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 25% 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 Institution or
the Holding  Company,  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 the same  Nominating
Committee  serving  under an  Incumbent  Board,  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


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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 regulatory
approvals not including the lapse of any statutory waiting periods.

      (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
months following the Change in Control due to: (1) Executive's  dismissal or (2)
Executive's voluntary resignation following any demotion,  loss of title, office
or significant authority or responsibility,  reduction in annual compensation or
material  reduction  in  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 Executive's entitlement to benefits pursuant to Section 5(b), the
Institution  shall pay Executive,  or in the event of his subsequent  death, his
beneficiary or beneficiaries,  or his estate, as the case may be, a sum equal to
the greater of: (1) the payments due for the remaining term of the Agreement; or
2) two (2) times Executive's  average annual  compensation for the five (5) most
recent taxable years that Executive has been employed by the Institution or such
lesser number of years in the event that  Executive  shall have been employed by
the Institution for less than five (5) years.  Such average annual  compensation
shall include Base Salary,  commissions,  bonuses,  contributions on Executive's
behalf to any pension and/or profit sharing plan, severance payments, retirement
payments,  directors or committee fees, fringe benefits,  and payment of expense
items  without  accountability  or business  purpose or that do not meet the IRS
requirements for deductibility by the Institution;  provided  however,  that any
payment  under this  provision  shall not  exceed two (2) times the  Executive's
average annual  compensation.  In the event the Institution is not in compliance
with its  minimum  capital  requirements  or if such  payments  would  cause the
Institution's  capital  to be  reduced  below  its  minimum  regulatory  capital
requirements, such payments shall be deferred until such time as the Institution
or successor thereto is in capital compliance. 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
over a period of twenty-four (24) months following the Executive's  termination.
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 Institution will cause to be continued life, medical,  dental and disability
coverage  substantially  identical to the coverage maintained by the Institution
for Executive prior to his severance at no premium cost to the Executive, except
to the extent  that such  coverage  may be changed  in its  application  for all
Institution employees on a non-discriminatory  basis. Such coverage and payments
shall cease upon the expiration of twenty-four (24) months following the Date of
Termination.



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6.    CHANGE OF CONTROL RELATED PROVISIONS

      Notwithstanding  the  paragraphs  of  Section  5, in no  event  shall  the
aggregate  payments or benefits to be made or afforded to  Executive  under said
paragraphs (the "Termination Benefits") constitute an "excess parachute payment"
under Section 280G of the Code or any successor  thereto,  and in order to avoid
such a result,  Termination Benefits will be reduced, if necessary, to an amount
(the  "Non-Triggering  Amount"),  the value of which is one dollar  ($1.00) less
than an amount equal to three (3) times Executive's "base amount", as determined
in accordance  with said Section 280G. The allocation of the reduction  required
hereby among the Termination  Benefits provided by Section 5 shall be determined
by Executive.

7.    TERMINATION UPON RETIREMENT

      Termination  by the  Institution  of the Executive  based on  "Retirement"
shall mean termination in accordance with the 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
Institution and other plans to which Executive is a party.

8.    TERMINATION FOR CAUSE

      The term  "Termination  for  Cause"  shall  mean  termination  because  of
Executive's personal dishonesty, incompetence, willful misconduct, any 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 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  Institution  or its
affiliates. 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 a majority  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.  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  through the Date of  Termination,  stock  options and related  limited
rights granted to Executive under any stock option plan shall not be exercisable
nor shall any unvested  awards granted to Executive under any stock benefit plan
of the Institution,  the Holding Company or any subsidiary or affiliate  thereof
vest. At the Date of Termination,  such stock options and related limited rights
and such unvested awards shall become


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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 Institution 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 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,  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 Institution will continue
to pay  Executive  his Base Salary in effect when the notice  giving rise to the
dispute was given until the  earlier  of: (1) the  resolution  of the dispute in
accordance  with this  Agreement or (2) the  expiration of the remaining term of
this Agreement as determined as of the Date of  Termination.  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 Institution.  Executive shall,  upon reasonable
notice,  furnish such  information  and  assistance  to the  Institution  as may
reasonably be required by the  Institution 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  Institution  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 Institution 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  Institution.  The parties  hereto,
recognizing that irreparable injury will result to the Institution, 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  Institution,  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.  Nothing herein will be construed as prohibiting the Institution from
pursuing  any other  remedies  available to the  Institution  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  Institution  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique asset of the business of the Institution.  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  Institution  or
affiliates  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 Institution.  In the event of a breach or threatened
breach by Executive of the provisions of this Section,  the Institution  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  Institution  or  affiliates  thereof,  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  Institution  from pursuing
any other remedies  available to the  Institution  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  Institution.  The  Holding  Company,
however,  unconditionally  guarantees  payment and  provision of all amounts and
benefits due  hereunder to Executive  and, if such amounts and benefits due from
the Institution are not timely paid or provided by the Institution, such amounts
and benefits shall be paid or provided by the Holding Company.


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      (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 Holding  Company,  such  compensation  payments  and
benefits  paid by the Holding  Company will be  subtracted  from any amounts due
simultaneously to Executive under similar provisions of this Agreement. Payments
pursuant to this Agreement and the Holding Company  Agreement shall be allocated
in proportion to the services  rendered and time expended on such  activities by
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 Institution or
any  predecessor of the  Institution  and Executive,  except that this Agreement
shall not affect or operate to reduce  any  benefit or  compensation  inuring to
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 Institution 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.

      (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.



                                        9

<PAGE> 10



16.   REQUIRED PROVISIONS

      (a) The Institution may terminate Executive's  employment at any time, but
any termination by the Institution,  other than Termination for Cause, shall not
prejudice  Executive's  right to  compensation  or  other  benefits  under  this
Agreement.  Executive shall not have the right to receive  compensation or other
benefits  for any  period  after  Termination  for Cause as defined in Section 8
herein above.

      (b) If Executive is suspended  from office and/or  temporarily  prohibited
from  participating  in the  conduct  of the  Institution's  affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12
U.S.C.  ss.1818(e)(3)  or  (g)(1),  the  Institution's  obligations  under  this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
Institution  may in  its  discretion  (i)  pay  Executive  all  or  part  of the
compensation  withheld while their contract  obligations were suspended and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.

      (c)  If  Executive  is  removed   and/or   permanently   prohibited   from
participating  in the conduct of the  Institution's  affairs by an order  issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
ss.1818(e)(4) or (g)(1),  all obligations of the Institution under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

      (d) If the  Institution is in default as defined in Section 3(x)(1) of the
Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of the
Institution  under this contract shall terminate as of the date of default,  but
this paragraph shall not affect any vested rights of the contracting parties.

      (e) All  obligations  of the  Institution  under  this  contract  shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution, (i) by the Director of
the OTS (or his designee), the FDIC or the Resolution Trust Corporation,  at the
time the FDIC enters into an agreement to provide  assistance to or on behalf of
the  Institution  under the authority  contained in Section 13(c) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS
(or his  designee)  at the  time  the  Director  (or his  designee)  approves  a
supervisory  merger  to  resolve  problems  related  to  the  operations  of the
Institution  or when the  Institution  is determined by the Director 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.

      (f) Any  payments  made  to  Executive  pursuant  to  this  Agreement,  or
otherwise,  are  subject  to and  conditioned  upon  compliance  with 12  U.S.C.
ss.1828(k) and 12 C.F.R.  ss.545.121 and any rules and  regulations  promulgated
thereunder.



                                       10

<PAGE> 11



17.   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.

18.   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.

19.   GOVERNING LAW

      The  validity,   interpretation,   performance  and  enforcement  of  this
Agreement shall be governed by the laws of the State of California,  but only to
the extent not superseded by federal law.

20.   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 Executive within fifty
(50) miles from the location of the Institution, 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  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.

21.   PAYMENT OF COSTS AND LEGAL FEES

      All reasonable costs and 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  Institution  if Executive is successful on the merits
pursuant to a legal judgment, arbitration or settlement.



                                       11

<PAGE> 12



22.   INDEMNIFICATION

      (a)  The  Institution  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 the  Executive's  heirs,  executors and  administrators)  to the
fullest extent  permitted under federal law against all expenses and liabilities
reasonably  incurred  by  Executive  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 Institution (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.

      (b) Any payments made to Executive pursuant to this Section are subject to
and  conditioned  upon  compliance  with  12  C.F.R. ss.545.121 and any rules or
regulations promulgated thereunder.

23.   SUCCESSOR TO THE INSTITUTION

      The Institution 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
Institution's  obligations  under this Agreement,  in the same manner and to the
same  extent  that the  Institution  would be  required  to  perform  if no such
succession or assignment had taken place.



                                       12

<PAGE> 13


                                   SIGNATURES


      IN WITNESS WHEREOF, HF Bancorp, Inc. and Hemet Federal Savings and Loan
Association  have caused  this  Agreement  to be executed  and their seals to be
affixed hereunto by their duly authorized officers and directors,  and Executive
has signed this Agreement, on the       day of                , 1997.
                                  -----        ---------------

ATTEST:                                   HEMET FEDERAL SAVINGS AND LOAN
                                          ASSOCIATION



                                          BY: 
------------------------------                ------------------------------
Secretary


      [SEAL]


ATTEST:                                   HF BANCORP, INC.

                                          (Guarantor)



                                          BY:                                
------------------------------                ------------------------------
Secretary


      [SEAL]


WITNESS:



                                                                             
------------------------------            ----------------------------------
                                          Executive



                                       13