EXHIBIT 10.3

                            EMPLOYMENT AGREEMENT WITH
                              GORDON E. CLARK, JR.

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                           LEEDS FEDERAL SAVINGS BANK
                              EMPLOYMENT AGREEMENT


         This  Agreement is made  effective as of April 29, 1994, by and between
Leeds  Federal  Savings  Bank  (the  "Bank"),  a  federally   chartered  savings
institution,  with its  principal  administrative  office at 1101 Maiden  Choice
Lane, Baltimore, Maryland 21229 and Gordon E. Clark, Jr. (the "Executive").  Any
reference to "Company"  herein shall mean Leeds Federal  Bankshares,  MHC or any
successor thereto.

         WHEREAS,  the Bank 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 Bank 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 Bank. During said period,
Executive  also agrees to serve,  if elected,  as an officer and director of any
subsidiary or affiliate of the Bank.  Failure to reelect  Executive as President
and Chief Executive Officer without the consent of the Executive during the term
of this Agreement shall constitute a breach of this Agreement.

2.       TERMS AND DUTIES

         (a) The period of Executive's  employment  under this  Agreement  shall
begin as of the date first  above  written  and shall  continue  for a period of
thirty-six  (36)  full  calendar  months  thereafter.  Commencing  on the  first
anniversary  date of this  Agreement,  and continuing at each  anniversary  date
thereafter,  the  Agreement  shall  renew for an  additional  year such that the
remaining  term shall be three (3) years  unless  written  notice is provided to
Executive at least ten (10) days and not more than thirty (30) days prior to any
such anniversary date, that his employment shall cease at the end of twenty-four
(24) months  following such  anniversary  date.  Prior to each notice period for
non-renewal,  the  disinterested  members of the Board of  Directors of the Bank
("Board") will conduct a comprehensive  performance evaluation and review of the
Executive for purposes of determining  whether to extend the Agreement,  and the
results thereof shall be included in the minutes of the Board's meeting.

         (b) During the period of his 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 Bank; 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 Bank,
or materially  affect the  performance  of Executive's  duties  pursuant to this
Agreement.




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3.       COMPENSATION AND REIMBURSEMENT

         (a) The  compensation  specified under this Agreement shall  constitute
the salary and benefits paid for the duties  described in Section 2(b). The Bank
shall pay Executive as  compensation a salary of not less than $105,000 per year
("Base  Salary").  Such Base Salary  shall be payable  semi-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 hereof.  Such review shall be  conducted by a Committee  designated  by the
Board, and the Board may increase  Executive's  Base Salary.  In addition to the
Base Salary  provided in this Section 3(a), the Bank shall provide  Executive at
no cost to Executive with all such other  benefits as are provided  uniformly to
permanent full-time employees of the Bank.

         (b) The Bank  will  provide  Executive  with  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 Bank will not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or  perquisites  which would  adversely  affect  Executive's  rights or benefits
thereunder.  Without limiting the generality of the foregoing provisions of this
Subsection (b), Executive will 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 Bank 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 will be entitled to incentive  compensation and bonuses as provided in
any plan of the Bank in which Executive is eligible to 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, the Bank shall pay or  reimburse  Executive  for all  reasonable
travel and other  reasonable  expenses  incurred  by  Executive  performing  his
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.

         (d)  Compensation  and  reimbursement to be paid pursuant to paragraphs
(a),  (b) and (c) of this  Section 3 shall be paid by the Bank and the  Company,
respectively  on a pro rata basis based upon the amount of service the Executive
devotes to the Bank and Company, respectively.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

         The  provisions of this Section shall in all respects be subject to the
terms and conditions stated in Sections 8 and 15.

         (a) The  provisions of this Section shall apply upon the  occurrence of
an Event of  Termination  (as herein  defined)  during the  Executive's  term of
employment  under  this  Agreement.  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 Bank or the  Company  of  Executive's  full-time  employment
hereunder for any reason other than,  (A) Disability or Retirement as defined in
Section 6 below, (B) a Change in Control,  as defined in Section 5(a) hereof, or
(C)  Termination for Cause as defined in Section 7 hereof;  or (ii)  Executive's
resignation from the Bank's employ,  upon any (A) failure to elect or reelect or
to appoint or reappoint Executive as President and Chief Operating Officer,  (B)
material change in Executive's

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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, (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, or a material reduction in the
benefits and  perquisites  to the Executive  from those being provided as of the
effective date of this Agreement,  (D) liquidation or dissolution of the Bank or
Company   other  than   liquidations   or   dissolutions   that  are  caused  by
reorganizations  that do not affect the  status of  Executive,  or (E) breach of
this  Agreement  by the Bank.  Upon the  occurrence  of any event  described  in
clauses (ii)(A), (B), (C), (D) or (E), above,  Executive shall have the right to
elect to terminate his employment under this Agreement by resignation upon sixty
(60) days prior written  notice given within a reasonable  period of time not to
exceed four calendar months after the initial event giving rise to said right to
elect.  Notwithstanding  the  preceding  sentence,  in the event of a continuing
breach of this  Agreement by the Bank,  the  Executive,  after giving due notice
within the prescribed time frame of an initial event specified above,  shall not
waive any of his rights solely under this Agreement and this Section 4 by virtue
of the fact that Executive has submitted his resignation but has remained in the
employment of the Bank and is engaged in good faith  discussions  to resolve any
occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.

         (b) Upon the  occurrence  of an  Event of  Termination,  on the Date of
Termination,  as defined in Section 8, the Bank 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 the payments due for the  remaining  term of the  Agreement or
three (3) times the average of the three preceding years' Base Salary, including
bonuses and any other cash compensation paid to the Executive during such years,
and the amount of any benefits  received  pursuant to any employee benefit plans
on behalf of the Executive,  maintained by the Bank during such years; provided,
however,  that  if the  Bank  is not in  compliance  with  its  minimum  capital
requirements  or if such payments  would cause the Bank's  capital to be reduced
below its minimum  capital  requirements,  such payments shall be deferred until
such time as the Bank is in capital compliance, and provided further, that in no
event shall total severance compensation from all sources exceed three times the
Executive's  Base Salary for the immediately  preceding year. At the election of
the Executive,  which election is to be made within thirty (30) days of an Event
of Termination, such payments shall be made in a lump sum or paid monthly during
the remaining term of the agreement  following the Executive's  termination.  In
the event that no election is made,  payment to the Executive  will be made on a
monthly basis 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) Notwithstanding the provisions of Sections 4(a) and (b), and in the
event that  there has not been a change in  control as defined in Section  5(a),
upon the Voluntary Termination by the Executive upon giving sixty days notice to
the Bank (which shall not be deemed to constitute an "Event of  Termination"  as
defined  herein),  the Bank, at the discretion of the Board of Directors,  shall
pay  Executive,  or in the event of his  subsequent  death,  his  beneficiary or
beneficiaries,  or his  estate,  as the case may be, a  severance  payment in an
amount to be determined by the Board of Directors at the time of such  Voluntary
Termination by the Executive.  Such severance payment shall not exceed three (3)
times the average of the three preceding years' Base Salary,  including  bonuses
and any other cash compensation paid to the Executive during such years, and the
amount of any benefits  received  pursuant to any  employee  benefit  plans,  on
behalf of the  Executive,  maintained  by the Bank during such years;  provided,
however,  that  if the  Bank  is not in  compliance  with  its  minimum  capital
requirements  or if such payments  would cause the Bank's  capital to be reduced
below its minimum  capital  requirements,  such payments shall be deferred until
such time as the Bank is in capital compliance, and provided further, that in no
event shall total severance compensation from all sources exceed three times the
Executive's Base

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Salary for the  immediately  preceding  year. At the election of the  Executive,
which  election is to be made within thirty (30) days of  Executive's  Voluntary
Termination, any payments shall be made in a lump sum or paid monthly during the
remaining term of the agreement  following the Executive's  termination.  In the
event that no election is made,  any payment to the Executive  will be made on a
monthly basis 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.

         (d) Upon the occurrence of an Event of Termination, the Bank will cause
to be continued  life,  medical,  dental and disability  coverage  substantially
identical  to the coverage  maintained  by the Bank for  Executive  prior to his
termination, provided that such benefits shall not be provided in the event they
should  constitute an unsafe or unsound banking  practice  relating to executive
compensation and employment  contracts  pursuant to 12 C.F.R.  ss.ss.  63.39 and
563.161,  as is now or hereafter in effect.  Such coverage  shall cease upon the
expiration of the remaining term of this Agreement.

         (e) In the event  that the  Executive  is  receiving  monthly  payments
pursuant to Section 4(b) or (c) hereof, on an annual basis, thereafter,  between
the dates of  January 1 and  January  31 of each  year,  Executive  shall  elect
whether the balance of the amount payable under the Agreement at that time shall
be paid in a lump sum or on a pro rata basis. Such election shall be irrevocable
for the year for which such election is made.

5.       CHANGE IN CONTROL

         (a) No benefit shall be payable under this Section 5 unless there shall
have been a Change in Control of the Bank or Company,  as set forth  below.  For
purposes of this  Agreement,  a "Change in Control" of the Bank or Company shall
mean:

         (1) a reorganization,  merger, merger conversion, consolidation or sale
of all or substantially  all of the assets of the Bank, the Company or the Stock
Holding Company,  or a similar transaction in which the Bank, the Company or the
Stock Holding Company is not the resulting  entity and that is not approved by a
majority of the Board of Directors of the Bank, the Company or the Stock Holding
Company;

         (2)  individuals  who constitute  the Incumbent  Board of the Bank, the
Company,  or the Stock  Holding  Company  cease for any reason to  constitute  a
majority thereof; or

         (3) a change in control within the meaning of 12 C.F.R.  ss. 574.4,  as
determined  by the  board of  directors  of the Bank or the  Company;  provided,
however,  that  a  change  in  control  shall  not be  deemed  to  occur  if the
transaction(s) constituting a change in control is approved by a majority of the
board of directors of the Bank or the Company, as the case may be.

         (4) In the event that the Company converts to the Stock Holding Company
on a stand-alone  basis,  a "change in control" of the Bank or the Stock Holding
Company  (a)  shall  mean an event  of a nature  that  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 (the "Exchange  Act"), or results in a Change in Control of the Bank
or the Stock Holding  Company within the meaning of the Home Owners' Loan Act of
1933  and  the  Rules  and  Regulations  promulgated  by the  Office  of  Thrift
Supervision (or its predecessor  agency),  as in effect on the date hereof,  (b)
without  limitation  shall be  deemed to have  occurred  at such time as (i) any
"person" (as the term is used in Section  13(d) and 14(d) of the  Exchange  Act)
other than the Stock Holding Company is or becomes a

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"beneficial  owner" (as defined in Rule 13-d under the Exchange Act) directly or
indirectly,  of  securities of the Bank  representing  25% or more of the Bank's
outstanding  securities  ordinarily  having the right to vote at the election of
directors  except for any  securities  of the Bank received by the Stock Holding
Company in connection with the  Reorganization  and any securities  purchased by
the  Bank's  employee  stock  ownership  plan and trust  shall not be counted in
determining  whether such plan is the  beneficial  owner of more than 25% of the
Bank's securities,  (ii) a proxy statement  soliciting proxies from stockholders
of the Bank, by someone other than the current  management of the Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Stock  Holding  Company  of the  Bank or  similar  transaction  with one or more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then subject to the plan or  transaction  are exchanged or converted
into cash or property or securities  not issued by the Bank or the Stock Holding
Company,  or  (iii)  a  tender  offer  is made  for  25% or  more of the  voting
securities of the Bank and the shareholders owning beneficially or of record 25%
or more of the  outstanding  securities  of the Bank have tendered or offered to
sell their shares  pursuant to such tender offer and such  tendered  shares have
been accepted by the tender offeror.

         Notwithstanding,  the  foregoing,  a "Change in Control" of the Bank or
the Company shall not be deemed to have occurred if the Company ceases to own at
least 51% of all  outstanding  shares of stock of the Bank in connection  with a
conversion of the Company from mutual to stock form.

         For these  purposes,  "Incumbent  Board" means,  in the case of (i) the
Company or the Stock Holding  Company,  or (ii) the Bank, the Board of Directors
of the Company or the Bank, respectively,  on the date hereof, 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 members or stockholders was
approved by the same  nominating  committee  serving  under an Incumbent  Board,
shall be considered as though he were a member of the Incumbent Board.

         Also for these  purposes,  Stock  Holding  Company  means  the  holding
company  resulting  from a stock  conversion  of the Company  from the mutual to
stock form of organization  either on a stand-alone basis or in the context of a
merger  conversion,   as  provided  by  regulations  of  the  Office  of  Thrift
Supervision.

         (b) If any of the events described in Section 5(a) hereof  constituting
a Change in Control have occurred,  Executive  shall be entitled to the benefits
provided in  paragraphs  (c),  (d), (e), (f), (g) and (h) of this Section 5 upon
his  subsequent  termination  of  employment at any time during the term of this
Agreement,   regardless  of  whether  such  termination  results  from  (i)  his
resignation or (ii) his dismissal upon the Change in Control.

         (c)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's  termination of employment,  the Bank 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 the payments due for the  remaining  term of the  Agreement or
2.99 times the  average of the five  preceding  years'  Base  Salary,  including
bonuses and any other cash compensation paid to the Executive during such years,
and the amount of any  contributions  made to any  employee  benefit  plans,  on
behalf of the Executive,  maintained by the Bank during such years. Such payment
shall be made by the Bank on the Date of  Termination.  At the  election  of the
Executive,  which  election  shall be made no later than the Date of Termination
following a Change in Control, such payment may be made in a lump sum or paid in
equal monthly installments during the thirty-six (36) months following the

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Executive's  termination.  In the event that no election is made, payment to the
Executive  will be made on a monthly  basis  during  the  remaining  term of the
Agreement.

         (d)  Upon  the  occurrence  of a  Change  in  Control  followed  by the
Executive's termination of employment, the Bank will cause to be continued life,
medical,  dental and disability coverage substantially identical to the coverage
maintained by the Bank for Executive  prior to his severance.  Such coverage and
payments shall cease upon the expiration of thirty-six (36) months.

         (e) Upon the  occurrence  of a Change  in  Control,  Executive  will be
entitled to any benefits granted to him pursuant to any Stock Option Plan of the
Bank or Holding Company.

         (f) Upon the  occurrence of a Change in Control the  Executive  will be
entitled  to any  benefits  awarded  to him under  the  Bank's  Recognition  and
Retention Plan or any restricted stock plan in effect.

         (g) In the event  that the  Executive  is  receiving  monthly  payments
pursuant to Section 5(c) hereof,  on an annual  basis,  thereafter,  between the
dates of January 1 and January 31 of each year,  Executive  shall elect  whether
the balance of the amount payable under the Agreement at that time shall be paid
in a lump sum or on a pro rata basis. Such election shall be irrevocable for the
year for which such election is made.

         (h) Notwithstanding the preceding  paragraphs of this Section 5, in the
event that:

                  (i)      the  aggregate  payments  or  benefits  to be made or
                           afforded  to  Executive  under said  paragraphs  (the
                           "Termination Benefits") would be deemed to include an
                           "excess parachute  payment" under Section 280G of the
                           Code or any successor thereto, and

                  (ii)     if  such  Termination  Benefits  were  reduced  to an
                           amount (the  "Non-Triggering  Amount"),  the value of
                           which is one dollar ($1.00) less than an amount equal
                           to the total  amount of  payments  permissible  under
                           Section 280G of the Code or any successor thereto,

                  then the Termination Benefits to be paid to Executive shall be
                  so reduced so as to be a Non-Triggering Amount.

         (i)  Notwithstanding  the foregoing,  there will be no reduction in the
compensation  otherwise  payable to  Executive  during any period  during  which
Executive is incapable of performing his duties hereunder by reason of temporary
disability.

         (j) Any  payments  made to  Executive  pursuant  to this  Agreement  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1818(k) and any regulations promulgated thereunder.

         (k) The  Executive  shall not be entitled to any  payments  pursuant to
this  Section  5 if the  Bank is not in  compliance  with  its  minimum  capital
requirements  or if such payments  would cause the Bank's  capital to be reduced
below its minimum  capital  requirements,  such payments shall be deferred until
such times as the Bank is in capital compliance and provided further, that in no
event shall total severance compensation from all sources exceed three times the
Executive's Base Salary for the immediately preceding year.

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6.       TERMINATION UPON RETIREMENT OR DISABILITY

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

         Termination by the Bank of Executive's employment based on "Disability"
shall  mean  termination  because of any  physical  or mental  impairment  which
qualifies the Executive for disability  benefits under the applicable  long-term
disability plan maintained by the Bank or, if no such plan applies,  which would
qualify the Executive for disability  benefits under the federal social security
system.

7.       TERMINATION FOR CAUSE

         The term "Termination for Cause' shall mean termination  because of the
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. In determining incompetence, the acts
or omissions shall be measured  against  standards  generally  prevailing in the
savings institutions industry. For purposes of this paragraph, no act or failure
to act on the part of Executive  shall be considered  "willful"  unless done, or
omitted to be done, by the  Executive  not in good faith and without  reasonable
belief that the  Executive's  action or omission was in the best interest of the
Bank. 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
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.  Any stock options granted to Executive
under any stock  option  plan of the Bank,  the  Company  or any  subsidiary  or
affiliate thereof, shall become null and void effective upon Executive's receipt
of Notice of Termination  for Cause pursuant to Section 8 hereof,  and shall not
be  exercisable  by Executive at any time  subsequent  to such  Termination  for
Cause.

8.       NOTICE

         (a) Any  purported  termination  by the Bank 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

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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 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 Bank
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,
provided  such  dispute  is  resolved  within  nine  months  after  the  Date of
Termination  specified  in  the  Notice  or  Termination;   notwithstanding  the
foregoing no  compensation  or benefits  shall be paid to Executive in the event
the Executive is Terminated for Cause.  In the event that such  Termination  for
Cause is found to have been  wrongful or such  dispute is  otherwise  decided in
Executive's  favor,  the Executive shall be entitled to receive all compensation
and  benefits  which  accrued  for up to a  period  of  nine  months  after  the
Termination  for Cause.  If such dispute is not resolved within such nine- month
period, the Bank shall not be obligated,  upon final resolution of such dispute,
to pay Executive  compensation and other payments accruing more than nine months
from the Date of the Termination specified in the Notice 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.

9.       POST-TERMINATION OBLIGATIONS

         (a) All payments and benefits to Executive  under this Agreement  shall
be subject to Executive's compliance with paragraph (b) of this Section 9 during
the term of this  Agreement  and for one (1) full year after the  expiration  or
termination hereof.

         (b) Executive shall, upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.

10.      NON-COMPETITION

         (a) Upon any termination of Executive's  employment  hereunder pursuant
to Section 4(c)  hereof,  if the Board of Directors  offers  Executive  the full
amount of severance  payment set forth in Section  4(c) hereof,  or if Executive
accepts  any  partial  severance  payment  offered  by the  Board of  Directors,
Executive agrees not to compete with the Bank and/or the Company for a period of
three years  following such  termination  within 100 miles of any city,  town or
county  in which  the Bank  and/or  the  Company  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
such area,  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 Bank and/or the
Company. The parties hereto,  recognizing that irreparable injury will result to
the  Bank  and/or  the  Company,  its  business  and  property  in the  event of
Executive's  breach of this Subsection 10(a) agree that in the event of any such
breach by Executive,  the Bank and/or the Company will be entitled,  in addition
to any other  remedies and damages  available,  to an injunction to restrain the
violation hereof by

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<PAGE>



Executive,  Executive's partners, agents, servants, employers, employees and all
persons  acting for or with  Executive.  Nothing  herein  will be  construed  as
prohibiting  the Bank  and/or  the  Company  from  pursuing  any other  remedies
available to the Bank and/or the Company 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 Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  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 Bank or affiliates thereof to any person,
firm,  corporation,  or other  entity  for any  reason  or  purpose  whatsoever.
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 Bank,  and
Executive may disclose any  information  regarding the Bank or the Company which
is otherwise publicly  available.  In the event of a breach or threatened breach
by the Executive of the Provisions of this Section 10, the Bank 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
Bank 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 Bank from pursuing any other remedies  available to the Bank for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

11.      SOURCE OF PAYMENTS

         All payments provided in this Agreement shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and  provision of all amounts and  benefits  due  hereunder to Executive
and,  if such  amounts  and  benefits  due from the Bank are not timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

12.      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 Bank or any
predecessor  of the Bank 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.

13.      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 Bank and their respective successors and assigns.

                                        9

<PAGE>



14.      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.

15.      REQUIRED PROVISIONS

         (a) The Bank may terminate the Executive's  employment at any time, but
any  termination  by the Bank,  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 7
hereinabove.

         (b) If the  Executive  is  suspended  from  office  and/or  temporarily
prohibited from  participating  in the conduct of the Bank's affairs by a notice
served under Section  8(e)(3) (12 U.S.C.  ss.ss.  1818(e)(3)) or 8(g) (12 U.S.C.
ss. 1818(g)) of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions   Reform,   Recovery  and  Enforcement  Act  of  1989,  the  Bank'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 Bank may in its  discretion (i) pay the 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 the  Executive is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e) (12 U.S.C.  ss.ss.  1818(e)) or 8(g) (12 U.S.C. ss. 1818(g)) of the
Federal Deposit Insurance Act, as amended by the Financial  Institutions Reform,
Recovery and  Enforcement  Act of 1989,  all  obligations of the Bank 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 Bank is in default as defined in Section 3(x) (12 U.S.C. ss.
1813(x)(1))  of the Federal  Deposit  Insurance Act, as amended by the Financial
Institutions  Reform,  Recovery and  Enforcement Act of 1989, all obligations of
the Bank 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  Bank  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 Federal
Deposit  Insurance  Corporation  ("FDIC"),  at the  time  FDIC  enters  into  an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained  in Section  13(c) (12 U.S.C.  ss.  1823(c))  of the  Federal  Deposit
Insurance  Act, as amended by the Financial  Institutions  Reform,  Recovery and
Enforcement Act of 1989; or (ii) by the Office of Thrift Supervision  ("OTS") at
the time the OTS or its  District  Director  approves  a  supervisory  merger to
resolve  problems  related  to the  operations  of the  Bank or when the Bank is
determined by the OTS or FDIC to be in an unsafe or

                                       10

<PAGE>



unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by such action.

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 Maryland,
but only to the extent not superseded by federal law.

19.      ARBITRATION

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration 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.

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 Bank,  provided that the dispute or interpretation has been
settled by Executive and the Bank or resolved in the Executive's favor.

21.      INDEMNIFICATION

         The Bank shall provide  Executive  (including his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense,  or in lieu thereof,  shall indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  federal 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 Bank  (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 (such settlements must be
approved  by the  Board of  Directors  of the  Bank).  If such  action,  suit or
proceeding  is  brought  against  Executive  in his  capacity  as an  officer or
director of the Bank, however,  such indemnification shall not extend to matters
as to which Executive is finally adjudged to be liable for willful misconduct in
the

                                       11

<PAGE>


performance of his duties. No  Indemnification  shall be paid that would violate
12  U.S.C.  1828(K)  or any  regulations  promulgated  thereunder,  or 12 C.F.R.
544.122.

22.      SUCCESSOR TO THE BANK

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

                                       12