EXHIBIT 10.1
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                              EMPLOYMENT AGREEMENT
                              --------------------
                              AMENDED AND RESTATED

     THIS AGREEMENT entered into this 11 th day of May, 1998 ("Effective  Date")
by and between Heritage Savings Bank,  F.S.B.  (the "Bank") and Peggy J. Stewart
(the "Employee").

     WHEREAS, the Employee has heretofore been employed by the Bank as President
and is experienced in all phases of the business of the Bank; and

     WHEREAS,  the parties have  previously  enter into an Employment  Agreement
dated December 11, 1995, as subsequently amended and renewed; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship of the Bank and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1. Employment. The Employee is employed in the capacity as the President of
the Bank. The Employee shall render such  administrative and management services
to the Bank and WHG Bancshares Corporation,  its parent savings and loan holding
company ("Parent") as are currently rendered and as are customarily performed by
persons situated in a similar executive capacity. The Employee shall promote the
business of the Bank and Parent.  The  Employee's  other duties shall be such as
the Board of Directors  for the Bank (the "Board of  Directors"  or "Board") may
from time to time reasonably  direct,  including  normal duties as an officer of
the Bank.

     2. Base  Compensation.  The Bank agrees to pay the Employee during the term
of this  Agreement a salary at the rate of $120,000 per annum,  payable in  cash
not less frequently than monthly;  provided,  that the rate of such salary shall
be reviewed by the Board of Directors not less often than annually, and Employee
shall be entitled to receive  annually an increase at such percentage or in such
an amount as the Board of  Directors in its sole  discretion  may decide at such
time.

     3. Discretionary Bonus. The Employee shall be entitled to participate in an
equitable  manner  with all other  senior  management  employees  of the Bank in
discretionary  bonuses  that may be  authorized  and  declared  by the  Board of
Directors  to its  senior  management  employees  from  time to  time.  No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's  right  to  participate  in such  discretionary  bonuses  when and as
declared by the Board of Directors.

     4. (a) Participation in Retirement and Medical Plans. The Employee shall be
entitled  to   participate  in  any  plan  of  the  Bank  relating  to  pension,
profit-sharing, or other retirement benefits


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and  medical  coverage  or  reimbursement  plans that the Bank may adopt for the
benefit of its employees.

     (b)  Employee  Benefits;  Expenses.  The  Employee  shall  be  eligible  to
participate in any fringe benefits which may be or may become  applicable to the
Bank's senior management employees,  including by example,  participation in any
stock  option or  incentive  plans  adopted by the Board of Directors of Bank or
Parent, club memberships,  a reasonable expense account,  and any other benefits
which are commensurate with the  responsibilities  and functions to be performed
by the Employee under this Agreement.  The Bank shall reimburse Employee for all
reasonable  out-of-pocket expenses which Employee shall incur in connection with
her service for the Bank.

     5. Term. The term of employment of Employee  under this Agreement  shall be
for the period  commencing  on the  Effective  Date and ending  thirty-six  (36)
months thereafter ("Term").  Additionally,  on each annual anniversary date from
the  Effective  Date,  the term of  employment  under  this  Agreement  shall be
extended for an additional one year period beyond the then effective  expiration
date upon a  determination  and  resolution  of the Board of Directors  that the
performance of the Employee has met the requirements and standards of the Board,
and that the term of such Agreement shall be extended.

     6. Loyalty; Noncompetition.

     (a)  The  Employee  shall  devote  her  full  time  and  attention  to  the
performance  of  her  employment  under  this  Agreement.  During  the  term  of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity  contrary to the business  affairs or interests of the Bank
or Parent.

     (b) Nothing contained in this Section 6 shall be deemed to prevent or limit
the right of Employee to invest in the capital stock or other  securities of any
business  dissimilar from that of the Bank or Parent, or, solely as a passive or
minority investor, in any business.

     7. Standards. The Employee shall perform her duties under this Agreement in
accordance with such reasonable  standards expected of employees with comparable
positions in comparable  organizations  and as may be  established  from time to
time by the Board of Directors.

     8.  Vacation  and Sick  Leave.  At such  reasonable  times as the  Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent herself  voluntarily  from the performance of her
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

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     (a) The Employee  shall be entitled to annual  vacation leave in accordance
with the policies as are periodically  established by the Board of Directors for
senior management employees of the Bank.

     (b)  The  Employee   shall  not  be  entitled  to  receive  any  additional
compensation  from the Bank on account of her failure to take vacation leave and
Employee  shall not be entitled to  accumulate  unused  vacation from one fiscal
year to the next, except in either case to the extent authorized by the Board of
Directors for senior management employees of the Bank.

     (c) In addition to the  aforesaid  paid  vacations,  the Employee  shall be
entitled without loss of pay, to absent herself voluntarily from the performance
of her employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons as the Board of Directors in its  discretion  may
determine.  Further,  the Board of  Directors  shall be entitled to grant to the
Employee a leave or leaves of absence  with or without pay at such time or times
and upon such terms and  conditions as the Board of Directors in its  discretion
may determine.

     (d) In  addition,  the  Employee  shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Bank.  In the event that any sick leave  benefit shall not have been used
during any year, such leave shall accrue to subsequent  years only to the extent
authorized by the Board of Directors for employees of the Bank.

         9.       Termination and Termination Pay.

     The Employee's employment under this Agreement shall be terminated upon any
of the following occurrences:

     (a) The death of the Employee during the term of this  Agreement,  in which
event the Employee's  estate shall be entitled to receive the  compensation  due
the  Employee  through the last day of the  calendar  month in which  Employee's
death shall have occurred.

     (b) The Board of Directors may terminate the  Employee's  employment at any
time, but any termination by the Board of Directors  other than  termination for
Just Cause,  shall not prejudice the Employee's  right to  compensation or other
benefits  under the  Agreement.  The  Employee  shall  have no right to  receive
compensation or other benefits for any period after  termination for Just Cause.
Termination for "Just Cause" shall include termination because of the Employee's
personal dishonesty,  incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation  of any law,  rule or  regulation  (other than traffic  violations  or
similar  offenses) or final  cease-and-desist  order,  or material breach of any
provision of the Agreement.

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     (c)  Except  as  provided  pursuant  to  Section  12  herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee  the salary  provided  pursuant to Section 2 herein,  up to the date of
termination  of the term  (including any renewal term) of this Agreement and the
cost of Employee  obtaining all health,  life,  disability,  and other  benefits
which the Employee  would be eligible to  participate in through such date based
upon the benefit levels  substantially equal to those being provided Employee at
the date of termination of employment,  but in neither case for a period of less
than one year from the date of termination of employment.

     (d)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Sections  8(e)(4) or 8(g)(1) of the Federal  Deposit  Insurance Act ("FDIA") (12
U.S.C.  1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.

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

     (f) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank:  (i) by the  Director of the Office of Thrift
Supervision  ("Director of OTS"),  or his or her designee,  at the time that the
Federal  Deposit  Insurance  Corporation  ("FDIC")  enters into an  agreement to
provide assistance to or on behalf of the Bank under the authority  contained in
Section  13(c)  of  FDIA;  or (ii) by the  Director  of the  OTS,  or his or her
designee,  at the time  that the  Director  of the OTS,  or his or her  designee
approves a supervisory  merger to resolve  problems  related to operation of the
Bank or when  the  Bank is  determined  by the  Director  of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.

     (g) The  voluntary  termination  by the  Employee  during  the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

     (h) Notwithstanding  anything herein to the contrary,  any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

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     10.  Suspension  of  Employment.   If  the  Employee  is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e)(3)  or (g)(1)  of the FDIA (12  U.S.C.
1818(e)(3)  and (g)(1)),  the Bank's  obligations  under the Agreement  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 Employee  all or part of the  compensation  withheld  while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

     11.  Disability.  If the Employee shall become disabled or incapacitated to
the extent  that she is unable to perform  her  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of Directors,  Employee shall be eligible for such benefits
as provided  during such period under the  provisions  of  disability  insurance
coverage  in effect  for Bank  employees.  Upon  returning  to active  full-time
employment,  the  Employee's  full  compensation  as set forth in this Agreement
shall be reinstated as of the date of  commencement of such  activities.  In the
event that the Employee  returns to active  employment on other than a full-time
basis, then her compensation (as set forth in Section 2 of this Agreement) shall
be  reduced in  proportion  to the time  spent in said  employment,  or as shall
otherwise be agreed to by the parties.

     12. Change in Control.

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination of Employee's  employment  during the term of this
Agreement  following  any Change in Control of the Bank or Parent,  absent  Just
Cause,  Employee shall be paid an amount equal to the product of three (3) times
the  Employee's  "base amount" as defined in Section  280G(b)(3) of the Internal
Revenue  Code of 1986,  as amended  (the  "Code")  and  regulations  promulgated
thereunder  less one dollar.  Said sum shall be paid, at the option of Employee,
either (i) in periodic payments over the next 36 months or the remaining term of
this  Agreement,  whichever is less,  as if Employee's  employment  had not been
terminated,  or  (ii)  in one (1)  lump  sum  within  thirty  (30)  days of such
termination,  and such  payments  shall be in lieu of any other future  payments
which the Employee  would be otherwise  entitled to receive  under  Section 9 of
this Agreement.  Further,  Employee shall be eligible to continue  participation
for the  Employee  and  Employee's  dependents  under  the  medical  and  dental
insurance program of the Bank, and any successors thereto, from the date of such
termination  of employment  through the period ending as of the first day of the
month following Employee's  attainment of age 65.  Notwithstanding the forgoing,
all sums payable hereunder shall be reduced in such manner and to such extent so
that no such payments made hereunder when  aggregated with all other payments to
be made to the  Employee  by the Bank or the  Parent  shall be deemed an "excess
parachute

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payment"  in  accordance  with  Section  280G of the Code and be  subject to the
excise tax provided at Section 4999(a) of the Code. The term "Change in Control"
shall  mean:  (i) the sale of all, or a material  portion,  of the assets of the
Bank or Parent;  (ii) the merger or  recapitalization  of the Parent whereby the
Parent is not the  surviving  entity;  (iii) a change in  control of the Bank or
Parent, as otherwise  defined or determined by the Office of Thrift  Supervision
or  regulations  promulgated  by  it;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section  13(d) of the  Securities  Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Parent by any person,  trust, entity or
group. This limitation shall not apply to the purchase of shares by underwriters
in connection  with a public offering of Parent stock, or the purchase of shares
of up to 25% of any  class  of  securities  of  the  Parent  by a  tax-qualified
employee stock benefit plan which is exempt from the approval requirements,  set
forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be
amended.  The term "person"  means an individual  other than the Employee,  or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

     (b)  Notwithstanding any other provision of this Agreement to the contrary,
Employee  may  voluntarily  terminate  her  employment  during  the term of this
Agreement  following  a Change in Control of the Bank or  Parent,  and  Employee
shall thereupon be entitled to receive the payment described in Section 12(a) of
this Agreement,  upon the occurrence,  or within one year thereafter,  of any of
the  following  events,  which  have not been  consented  to in  advance  by the
Employee in  writing:  (i) if  Employee  would be required to move her  personal
residence or perform her principal  executive  functions  more than  thirty-five
(35)  miles  from  the  Employee's  primary  office  as of the  signing  of this
Agreement;  (ii) if in the  organizational  structure  of the  Bank  or  Parent,
Employee would be required to report to a person or persons other than the Board
of the Bank or  Parent;  (iii) if the Bank or  Parent  should  fail to  maintain
Employee's  base  compensation in effect as of the date of the Change in Control
and the existing  employee  benefits plans,  including  material fringe benefit,
stock option and retirement plans; (iv) if Employee would be assigned duties and
responsibilities  other than those  normally  associated  with her  position  as
referenced  at  Section  1,  herein;  (v) if  Employee  would not be  elected or
reelected to the Board of Directors of the Bank or Parent; or (vi) if Employee's
responsibilities  or authority  have in any way been  materially  diminished  or
reduced.

     13. Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate or other successor of the Bank or Parent

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which shall acquire, directly or indirectly, by merger, consolidation,  purchase
or  otherwise,  all or  substantially  all of the assets or stock of the Bank or
Parent.

     (b) Since the Bank is contracting for the unique and personal skills of the
Employee,  the Employee  shall be precluded  from  assigning or  delegating  her
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

     14.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

     15.  Applicable  Law.  This  agreement  shall be governed  by all  respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of  Maryland,  except to the extent that  Federal law shall be
deemed to apply. Notwithstanding anything herein to the contrary, all provisions
of the Agreement shall be subject to and conditioned upon compliance with 12 CFR
563.39(b).

     16.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

     17.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA")  nearest to the home  office of the Bank,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof,  except to the extend  that the parties  may  otherwise  reach a mutual
settlement of such issue. The Bank shall incur the cost of all fees and expenses
associated  with filing a request for  arbitration  with the AAA,  whether  such
filing  is  made on  behalf  of the  Bank or the  Employee,  and the  costs  and
administrative  fees  associated  with  employing  the  arbitrator  and  related
administrative  expenses assessed by the AAA. The Bank shall reimburse  Employee
for all reasonable  costs and expenses,  including  reasonable  attorneys' fees,
arising from such dispute, proceedings or actions, following the delivery of the
decision  of the  arbitrator.  Further,  the  settlement  of the  dispute  to be
approved by the Board of the Bank or the Parent may include a provision  for the
reimbursement by the Bank or Parent to the Employee for all reasonable costs and
expenses,  including  reasonable  attorneys'  fees,  arising from such  dispute,
proceedings  or  actions,  or the Board of the Bank or the Parent may  authorize
such reimbursement of such reasonable costs and expenses by separate action upon
a written  action and  determination  of the Board  following  settlement of the
dispute.  Such  reimbursement  shall be paid  within  ten (10) days of  Employee
furnishing to the Bank or Parent evidence, which may be in the

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form,  among  other  things,  of a canceled  check or  receipt,  of any costs or
expenses incurred by Employee.

     18. Indemnification; Insurance

     (a)  Indemnification.  The Bank agrees to  indemnify  the  Employee and his
heirs,  executors,  and  administrators  to the fullest extent  permitted  under
applicable law and regulations,  including, without limitation 12 U.S.C. Section
1828(k), against any and all expenses and liabilities reasonably incurred by the
Employee in connection with or arising out of any action,  suit or proceeding in
which the  Employee  may be  involved by reason of his having been a director or
officer of the Bank or any of its subsidiaries, whether or not the Employee is a
director or officer at the time of incurring any such  expenses or  liabilities.
Such  expenses  and  liabilities  shall  include,  but shall not be limited  to,
judgments,   court  costs  and  attorney's  fees  and  the  cost  of  reasonable
settlements.  The Employee shall be entitled to  indemnification in respect of a
settlement  only if the  Board  of  Directors  of the  Bank  has  approved  such
settlement. Notwithstanding anything herein to the contrary, (i) indemnification
for  expenses  shall not  extend to  matters  for  which the  Employee  has been
terminated for, and (ii) the obligations of this Section 18 shall survive the of
this.  Nothing  contained  herein  shall be  deemed to  provide  indemnification
prohibited by applicable law or regulation.

     (b)  Insurance.  During the of the  Agreement,  the Bank shall  provide the
Employee (and his heirs,  executors,  and administrators)  with coverage under a
directors'  and  officers'  liability  policy at the  Bank's  expense,  at least
equivalent to such coverage otherwise provided to the other directors and senior
officers of the Bank.

     19. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

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