**EXHIBIT 10.2**

**EMPLOYMENT AGREEMENT**

       	**THIS EMPLOYMENT AGREEMENT** ("Agreement") is made and entered into as of this2nd day of October,  2000, by and between First Federal Savings Bank (hereinafter referred to as the"Bank" whether in mutual or stock form), and David D. Rinehart (the "Employee").

       **WHEREAS**, the Employee is currently serving as President and CEO of the Bank and asPresident and CEO of The Bryan-College Station Financial Holding Company (the "HoldingCompany"); and

       **WHEREAS**, the board of directors of the Bank ("Board of Directors") recognizes that, asis the case with publicly held corporations generally, the possibility of a change in control of theHolding Company and/or the Bank may exist and that such possibility, and the uncertainty andquestions which it may raise among management, may result in the departure or distraction of keymanagement personnel to the detriment of the Bank, the Holding Company and their respectivestockholders; and

       **WHEREAS**, the Board of Directors believes it is in the best interests of the Bank to enterinto this Agreement with the Employee in order to assure continuity of management of the Bank andto reinforce and encourage the continued attention and dedication of the Employee to the Employee'sassigned duties without distraction in the face of potentially disruptive circumstances arising fromthe possibility of a change in control of the Holding Company or the Bank, although no such changeis now contemplated; and

       **WHEREAS**, the Board of Directors has approved and authorized the execution of thisAgreement with the Employee to take effect as stated in Section 2 hereof;

       **NOW, THEREFORE**, in consideration of the foregoing and of the respective covenants andagreements of the parties herein, it is AGREED as follows:

       1.	Definitions.

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       		(a)       	The term "Change in Control" means (1) an event of a nature that (i) resultsin a change in control of the Bank or the Holding Company within the meaning of the HomeOwners' Loan Act of 1933 and 12 C.F.R. Part 574 as in effect on the date hereof; or (ii)would be required to be reported in response to Item 1 of the current report on Form 8-K, asin effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 (the "Exchange Act"); (2) 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 theExchange Act), directly or indirectly of securities of the Bank or the Holding Companyrepresenting 20% or more of the Bank's or the Holding Company's outstanding securities;(3) individuals who are members of the board of directors of the Bank or the HoldingCompany on the date hereof (the "Incumbent Board") cease for any reason to constitute atleast a majority thereof, provided that any person becoming a director subsequent to the datehereof whose election was approved by a vote of at least three-quarters of the directorscomprising 1NEXT PAGEthe Incumbent Board, or whose nomination for election by the HoldingCompany's stockholders was approved by the nominating committee serving under anIncumbent Board, shall be considered a member of the Incumbent Board; or (4) areorganization, merger, consolidation, sale of all or substantially all of the assets of the Bankor the Holding Company or a similar transaction in which the Bank or the Holding Companyis not the resulting entity.  The term "Change in Control" shall not include an acquisition ofsecurities by an employee benefit plan of the Bank or the Holding Company.  In theapplication of 12 C.F.R. Part 574 to a determination of a Change in Control, determinationsto be made by the OTS or its Director under such regulations shall be made by the Board ofDirectors.
       		(b)       	The term "Commencement Date" means October 2,2000.

       		(c)       	The term "Date of Termination" means the earlier of (1) the date upon whichthe Bank gives notice to the Employee of the termination of the Employee's employmentwith the Bank or (2) the date upon which the Employee ceases to serve as an employee ofthe Bank.

       		(d)       	The term "Involuntary Termination" means termination of the employmentof Employee without the Employee's express written consent, and shall include a materialdiminution of or interference with the Employee's duties, responsibilities and benefits asPresident and CEO of the Bank, including (without limitation) any of the following actionsunless consented to in writing by the Employee:  (1) a change in the principal workplace ofthe Employee to a location outside of a 30 mile radius from the Bank's headquarters officeas of the date hereof; (2) a material demotion of the Employee; (3) a material reduction inthe number or seniority of other Bank personnel reporting to the Employee or a materialreduction in the frequency with which, or in the nature of the matters with respect to which,such personnel are to report to the Employee, other than as part of a Bank- or HoldingCompany-wide reduction in staff; (4) a material adverse change in the Employee's salary,perquisites, benefits, contingent benefits or vacation, other than as part of an overall programapplied uniformly and with equitable effect to all members of the senior management of theBank or the Holding Company; and (5) a material permanent increase in the required hoursof work or the workload of the Employee.  The term "Involuntary Termination" does notinclude Termination for Cause or termination of employment due to retirement, death,disability or suspension or temporary or permanent prohibition from participation in theconduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act ("FDIA").

       		(e)       	The terms "Termination for Cause" and "Terminated for Cause" meantermination of the employment of the Employee because of the Employee's personaldishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personalprofit, intentional failure to perform stated duties, willful violation of any law, rule, orregulation (other than traffic violations or similar offenses) or final cease-and-desist order,or material breach of any provision of this Agreement.  The Employee shall not be deemedto have been Terminated for Cause unless and until there shall have been delivered to theEmployee a copy of a resolution, duly adopted by the affirmative vote of not less than amajority of the entire membership of the 2NEXT PAGEBoard of Directors at a meeting of the Board calledand held for such purpose (after reasonable notice to the Employee and an opportunity forthe Employee, together with the Employee's counsel, to be heard before the Board), statingthat in the good faith opinion of the Board the Employee has engaged in conduct describedin the preceding sentence and specifying the particulars thereof in detail.
       	2.       	Term.  The term of this Agreement shall be a period of two years commencing on theCommencement Date, subject to earlier termination as provided herein.  Beginning on the firstanniversary of the Commencement Date, and on each anniversary thereafter, the term of thisAgreement shall be extended for a period of one year in addition to the then-remaining term,provided that (1) the Bank has not given notice to the Employee in writing at least 90 days prior tosuch anniversary that the term of this Agreement shall not be extended further; and (2) prior to suchanniversary, the Board of Directors of the Bank explicitly reviews and approves the extension andnotifies the Employee in writing of such extension.  Reference herein to the term of this Agreementshall refer to both such initial term and such extended terms.

       	3.       	Employment.  The Employee is employed as President and CEO of the Bank.  Assuch, the Employee shall render administrative and management services as are customarilyperformed by persons situated in similar executive capacities, and shall have such other powers andduties of an officer of the Bank as the Board of Directors may prescribe from time to time.

       	4.       	Compensation.

       		(a)         Salary.  The Bank agrees to pay the Employee during the term of this Agreementthe salary established by the Board of Directors, which shall be at least the Employee's salaryin effect as of the Commencement Date.  The amount of the Employee's salary shall bereviewed by the Board of Directors, beginning not later than the first anniversary of theCommencement Date.   Adjustments in salary or other compensation shall not limit or reduceany other obligation of the Bank under this Agreement.  The Employee's salary in effect fromtime to time during the term of this Agreement shall not thereafter be reduced. 

       		(b)         Discretionary Bonuses.  The Employee shall be entitled to participate in anequitable manner with all other executive officers of the Bank in discretionary bonuses asauthorized and declared by the Board of Directors to its executive employees.  No othercompensation provided for in this Agreement shall be deemed a substitute for the Employee'sright to participate in such bonuses when and as declared by the Board of Directors.

       		(c)         Expenses.  The Employee shall be entitled to receive prompt reimbursement forall reasonable expenses incurred by the Employee in performing services under thisAgreement in accordance with the policies and procedures applicable to the executiveofficers of the Bank, providedthat the Employee accounts for such expenses as requiredunder such policies and procedures.
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       	5.       	Benefits.

       		(a)       	Participation in Retirement and Employee Benefit Plans.  The Employee shallbe entitled to participate in all plans relating to pension, thrift, profit-sharing, group lifeinsurance, medical and dental coverage, education, cash bonuses, and other retirement oremployee benefits or combinations thereof, in which the Bank's executive officersparticipate.

       		(b)       	Fringe Benefits  The Employee shall be eligible to participate in, and receivebenefits under, any fringe benefit plans which are or may become applicable to the Bank'sexecutive officers.  The Bank will provide and bear the expense of a full membership atPebble Creek Country Club.

       	6.       	Vacations; Leave.  The Employee shall be entitled to annual paid vacation inaccordance with the policies established by the Bank's Board of Directors for executive officers andto voluntary leave of absence, with or without pay, from time to time at such times and upon suchconditions as the Board of Directors may determine in its discretion.

       	7.       	Termination of Employment.

       		(a)       	Involuntary Termination.  The Board of Directors may terminate theEmployee's employment at any time, but, except in the case of Termination for Cause,termination of employment shall not prejudice the Employee's right to compensation or otherbenefits under this Agreement.  In the event of Involuntary Termination other than inconnection with or within 12 months after a Change in Control, (1) the Bank shall pay to theEmployee during the remaining term of this Agreement the Employee's salary at the rate ineffect immediately prior to the Date of Termination, payable in such manner and at suchtimes as such salary would have been payable to the Employee under Section 4(a) if theEmployee had continued to be employed by the Bank, and (2) the Bank shall provide to theEmployee during the remaining term of this Agreement health benefits as maintained by theBank for the benefit of its executive officers from time to time during the remaining term ofthe Agreement or substantially the same health benefits as the Bank maintained for itsexecutive officers immediately prior to the Date of Termination. 

       		(b)       	Termination for Cause.    In the event of Termination for Cause, the Bankshall pay the Employee the Employee's salary through the Date of Termination, and the Bankshall have no further obligation to the Employee under this Agreement.

       		(c)       	Voluntary Termination.  The Employee's employment may be voluntarilyterminated by the Employee at any time upon 90 days' written notice to the Bank or suchshorter period as may be agreed upon between the Employee and the Board of Directors ofthe Bank.  In the event of such voluntary termination, the Bank shall be obligated to continueto pay to  the Employee the Employee's salary and benefits only through the Date ofTermination, at the time such payments are due, and the Bank shall have no furtherobligation to the Employee under this Agreement.
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       		(d)       	Change in Control.  In the event of Involuntary Termination in connectionwith or within 12 months after a Change in Control which occurs at any time while theEmployee is employed under this Agreement, the Bank shall, subject to Section 8 of thisAgreement, (1) pay to the Employee in a lump sum in cash within 25 business days after theDate of Termination an amount equal to 299% of the Employee's "base amount" as definedin Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"); and (2)provide to the Employee during the remaining term of this Agreement such health benefitsas are maintained for executive officers of the Bank from time to time during the remainingterm of this Agreement or substantially the same health benefits as the Bank maintained forits executive officers immediately prior to the Date of Termination.

       		(e)       	Death; Disability.  In the event of the death of the Employee while employedunder this Agreement and prior to any termination of employment, the Employee's estate,or such person as the Employee may have previously designated in writing, shall be entitledto receive from the Bank the salary of the Employee through the last day of the calendarmonth in which the Employee died.  If the Employee becomes disabled as defined in theBank's then current disability plan, if any, or if the Employee is otherwise unable to serveas President and CEO, the Employee shall be entitled to receive group and other disabilityincome benefits of the type, if any, then provided by the Bank for executive officers.

       		(f)       	Temporary Suspension or Prohibition.  If the Employee is suspended and/ortemporarily prohibited from participating in the conduct of the Bank's affairs by a noticeserved under Section 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), theBank's obligations under this Agreement shall be suspended as of the date of service, unlessstayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank mayin its discretion (i) pay the Employee all or part of the compensation withheld while itsobligations under this Agreement were suspended and (ii) reinstate in whole or in part anyof its obligations which were suspended.

       		(g)       	Permanent Suspension or Prohibition.  If the Employee is removed and/orpermanently prohibited from participating in the conduct of the Bank's affairs by an orderissued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), allobligations of the Bank under this Agreement shall terminate as of the effective date of theorder, but vested rights of the contracting parties shall not be affected.

       		(h)       	Default of the Bank.  If the Bank is in default (as defined in Section 3(x)(1)of the FDIA), all obligations under this Agreement shall terminate as of the date of default,but this provision shall not affect any vested rights of the contracting parties.

       		(i)       	Termination by Regulators.  All obligations under this Agreement shall beterminated, except to the extent determined that continuation of this Agreement is necessaryfor the continued operation of the Bank:  (1) by the Director of the Office of ThriftSupervision (the "Director") or his or her designee, at the time the 5NEXT PAGEFederal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank underthe authority contained in Section 13(c) of the FDIA; or (2) by the Director or his or herdesignee, at the time the Director or his or her designee approves a supervisory merger toresolve problems related to operation of the Bank or when the Bank is determined by theDirector to be in an unsafe or unsound condition.  Any rights of the parties that have alreadyvested, however, shall not be affected by any such action.
       	8.       	Certain Reduction of Payments by the Bank.

       		(a)         Notwithstanding any other provision of this Agreement, if the value and amountsof benefits under this Agreement, together with any other amounts and the value of  benefitsreceived or to be received by the Employee in connection with a Change in Control wouldcause any amount to be nondeductible by the Bank or the Holding Company for federalincome tax purposes pursuant to Section 280G of the Code, then amounts and benefits underthis Agreement shall be reduced (not less than zero) to the extent necessary so as tomaximize amounts and the value of benefits to the Employee without causing any amountto become nondeductible by the Bank or the Holding Company pursuant to or by reason ofsuch Section 280G.  The Employee shall determine the allocation of such reduction amongpayments and benefits to the Employee.

       		(b)       	Any payments made to the Employee pursuant to this Agreement, orotherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) andany regulations promulgated thereunder.

       	9.       	No Mitigation.  The Employee shall not be required to mitigate the amount of anysalary or other payment or benefit provided for in this Agreement by seeking other employment orotherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reducedby any compensation earned by the Employee as the result of employment by another employer, byretirement benefits after the Date of Termination or otherwise.

       	10.       	Attorneys Fees.  In the event the Bank exercises its right of Termination for Cause,but it is determined by a court of competent jurisdiction or by an arbitrator pursuant to Section 17that cause did not exist for such termination, or if in any event it is determined by any such court orarbitrator that the Bank has failed to make timely payment of any amounts owed to the Employeeunder this Agreement, the Employee shall be entitled to reimbursement for all reasonable costs,including attorneys' fees, incurred in challenging such termination or collecting such amounts.  Suchreimbursement shall be in addition to all rights to which the Employee is otherwise entitled underthis Agreement.

       	11.       	No Assignments.

       		(a)       	This Agreement is personal to each of the parties hereto, and neither partymay assign or delegate any of its rights or obligations hereunder without first obtaining thewritten consent of the other party; provided, however, that the Bank shall require anysuccessor or assign (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Bank, by anassumption agreement in form and substance satisfactory to the Employee, to expresslyassume and agree to perform this Agreement in the same manner and to the same extent thatthe Bank would be required to perform it if no such succession or assignment had takenplace.  Failure of the Bank to obtain such an assumption agreement prior to 6NEXT PAGEthe effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitlethe Employee to compensation from the Bank in the same amount and on the same terms asthe compensation pursuant to Section 7(d) hereof.  For purposes of implementing theprovisions of this Section 11(a), the date on which any such succession becomes effectiveshall be deemed the Date of Termination.
       		(b)	       This Agreement and all rights of the Employee hereunder shall inure to thebenefit of and be enforceable by the Employee's personal and legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees.  If theEmployee should die while any amounts would still be payable to the Employee hereunderif the Employee had continued to live, all such amounts, unless otherwise provided herein,shall be paid in accordance with the terms of this Agreement to the Employee's devisee,legatee or other designee or if there is no such designee, to the Employee's estate.

       	12.       	Notice.  For the purposes of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whenpersonally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Bankat its home office, to the attention of the Board of Directors with a copy to the Secretary of the Bank,or, if to the Employee, to such home or other address as the Employee has most recently providedin writing to the Bank.

       	13.       	Amendments.  No amendments or additions to this Agreement shall be binding unlessin writing and signed by both parties, except as herein otherwise provided.  

       	14.	       Headings.  The headings used in this Agreement are included solely for convenienceand shall not affect, or be used in connection with, the interpretation of this Agreement.

       	15.       	Severability. The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability of theother provisions hereof.

       	16.       	Governing Law. This Agreement shall be governed by the laws of the United Statesto the extent applicable and otherwise by the laws of the State of Texas.

       	17.       	Arbitration.  Any controversy or claim arising out of or relating to this Agreement,or the relationship between the Bank and the Employee, shall be settled by arbitration, in accordancewith the Employment Dispute Resolution Rules of the American Arbitration Association.  Thearbitration proceeding shall take place in Brazos County, Texas.  The award rendered by thearbitrator(s) shall be final and binding on the parties, and judgment may be entered upon it in anycourt having jurisdiction.
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       	**IN WITNESS WHEREOF,** the parties have executed this Agreement as of the day and yearfirst above written.

       	**THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISIONWHICH MAY BE ENFORCED BY THE PARTIES.**
**ATTEST:****FIRST FEDERAL SAVINGS BANK**                                                                                                  By:Its:**EMPLOYEE**