EXHIBIT 10.2

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                           FORM OF SEVERANCE AGREEMENT
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                                    RESTATED
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     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement") entered into this
11th day of May, 1998 ("Effective  Date"), by and between Heritage Savings Bank,
F.S.B. (the "Bank") and _______________ (the "Employee").

     WHEREAS,  the Employee is currently  employed by the Bank as Controller and
is experienced in all phases of the business of the Bank; and

     WHEREAS, the parties have previously enter into an Agreement dated ________
__, ____, as amended; and

     WHEREAS,  the  parties  desire by this  writing to set forth the rights and
responsibilities of the Bank and Employee if the Bank should undergo a change in
control (as defined hereinafter in the Agreement) after the Effective Date.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Employment.  The Employee is employed in the capacity as the Controller
of the Bank.  The  Employee  shall  render such  administrative  and  management
services to the Bank and 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'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 and the Parent.

     2. Term of Agreement.  The term of this  Agreement  shall be for the period
commencing on the Effective Date and ending  twenty-four (24) months thereafter.
Additionally, on or before each annual anniversary date from the Effective Date,
the term of this  Agreement  may 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.

     3.  Termination of Employment in Connection  with or Subsequent to a Change
         in  Control.

     (a) Notwithstanding  any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection with, or within  twenty-four (24) months after,
any Change in Control  of the Bank or Parent,  Employee  shall be paid an amount
equal to 2.00 times the Employee's cash compensation paid by the Bank during the

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one year period prior to the date of  termination  of  employment  (whether said
amounts were received or deferred by the Employee) and the costs associated with
maintaining coverage under the Bank's medical and dental insurance reimbursement
plans similar to that in effect on the date of  termination  of employment for a
period  of one year  thereafter.  Said  sum  shall be  paid,  at the  option  of
Employee, either in one (1) lump sum within thirty (30) days of such termination
of  employment,  or in  periodic  payments  over  the next 24  months,  and such
payments shall be in lieu of any other future  payments which the Employee would
be otherwise entitled to receive. 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
payment" in accordance with Section 280G of the Internal  Revenue Codes of 1986,
as amended  (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
except as  provided at Sections  4(b),  4(c),  4(d),  4(e) and 5,  Employee  may
voluntarily  terminate her employment  under this  Agreement  within twelve (12)
months  following a Change in Control of the Bank or Parent,  and Employee shall
thereupon be entitled to receive the payment and  benefits  described in Section
3(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)

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if in the  organizational  structure  of the Bank or Parent,  Employee  would be
required to report to a person or persons  other than the  President of the Bank
or Parent;  (iii) if the Bank or Parent  should fail to maintain the  Employee's
base compensation in effect as of the date of the Change in Control and existing
employee  benefits plans,  including  material fringe benefit,  stock option and
retirement  plans,  except to the extent that such reduction in benefit programs
is part of an overall  adjustment  in benefits for all  employees of the Bank or
Parent and does not  disproportionately  adversely impact the Employee;  (iv) if
Employee would be assigned duties and responsibilities other than those normally
associated with her position as referenced at Section 1, herein, for a period of
more than six months; or (v) if Employee's responsibilities or authority have in
any way been  materially  diminished  or  reduced  for a period of more than six
months.

     4. Other Changes in Employment Status.

     (a) Except as provided for at Section 3, herein, the Board of Directors may
terminate  the  Employee's  employment  at any time with or  without  Just Cause
within its sole discretion.  This Agreement shall not be deemed to give Employee
any right to be  retained  in the  employment  or  service  of the  Bank,  or to
interfere with the right of the Bank to terminate the employment of the Employee
at any time. 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.

     (b)  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.

     (c) 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.

     (d) 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

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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.

     (e) 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  U.S.C.  ss.1828(k)  and any  regulations
promulgated thereunder.

     5.  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 within 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.

     6. Successors and Assigns.

     (a) This  Agreement  shall inure to the benefit of and be binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

     (b) The Employee shall be precluded from assigning or delegating her rights
or duties hereunder without first obtaining the written consent of the Bank.

     7.  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.

     8. 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).


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     9. 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.

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

     11. 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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