<PAGE>

             HARBOR FEDERAL BANCORP, INC.
     EMPLOYMENT AGREEMENT WITH ROBERT A. WILLIAMS

                 ____________________

                    1998 AMENDMENT
                 ____________________


     WHEREAS, Harbor Federal Bancorp, Inc. (the "Company")
entered into an employment agreement (the "Agreement") with
Robert A. Williams (the "Employee") on August 11, 1994; and

     WHEREAS, the Company and the Employee have determined that
it is in their respective best interests to amend the Agreement
to update its change-in-control provisions.

     NOW, THEREFORE, the Agreement shall be amended as follows,
pursuant to Section 13 thereof:

     1.   The first paragraph of Section 11(a) of the
Agreement shall be amended in its entirety to provide as
follows, with italics herein highlighting new text:

          (a)  Notwithstanding any provision herein to the
     contrary, the Employee shall be entitled to collect the
     severance benefits set forth in this Section in the event
     that (1) the Employee's employment under this Agreement is
     terminated by the Company, without the Employee's prior
     written consent and for a reason other than Just Cause,
     in connection with or within twelve (12) months after any
     change in control of the Bank or the Company, or (2) the
     Employee voluntarily terminates employment for any reason
     within the 30-day period beginning on the date of a change
     in control.  The Employee shall be paid an amount equal to
     the difference between (i) the product of 2.99 times
     his "base amount" as defined in Section 280G(b)(3) of the
     Internal Revenue Code of 1986, as amended (the "Code") and
     regulations promulgated thereunder, and (ii) the
     sum of any other parachute payments (as defined under
     Section 280G(b)(2) of the Code) that the Employee receives
     on account of the change in control. 

          Any severance benefits that are payable under this
     Agreement after the closing date of a change in control of
     the Bank or the Company shall be paid in the manner
     selected by the Employee in a duly executed election (the
     "Election Form") in the form attached hereto as Exhibit
     "A"; provided that such an election will be honored
     and given effect only if it is properly made and delivered
     to the Company more than 90 days before said closing date. 
     Present value determinations and interest accruals on
     present value sums that are paid in installments over a
     fixed period of years shall be calculated at a rate equal
     to 120% of the applicable federal rate, compounded
     semiannually, as determined under Section 1274(d) of the
     Internal Revenue Code of 1986, as amended, and the
     regulations thereunder.  
<PAGE>
<PAGE>
1998 Amendment to
Employment Agreement
Page 2

          The Employee may specify on the Election Form the
     manner of payment to his beneficiary,  and may at any time
     or from time to time change the identity or manner of
     payment to his beneficiary.
     
     2.   Nothing contained herein shall be held to alter,
vary or affect any of the terms, provisions, or conditions of
the Agreement, other than as stated above.

     WHEREFORE, the undersigned hereby execute this 1998
Amendment to the Agreement on March 30, 1998.

                                HARBOR FEDERAL BANCORP, INC.

Witnessed by:
                                By /s/ Joseph J. Lacy
                                   ------------------------
/s/ Barbara Therres            Its Senior Board Member
----------------------                                           
   

                    
                                   
                               EMPLOYEE
Witnessed by:

                                                                 
/s/ Dana Miller                /s/ Robert A. Williams
----------------------         ------------------------
                               Robert A. Williams

<PAGE>
<PAGE>
              HARBOR FEDERAL SAVINGS BANK
     EMPLOYMENT AGREEMENT WITH ROBERT A. WILLIAMS

                 ____________________

                    1998 AMENDMENT
                 ____________________


     WHEREAS, Harbor Federal Savings Bank (the "Bank") entered
into an employment agreement (the "Agreement") with Robert A.
Williams (the "Employee") on August 11, 1994; and

     WHEREAS, the Bank and the Employee have determined that it
is in their respective best interests to amend the Agreement to
update its change-in-control provisions.

     NOW, THEREFORE, the Agreement shall be amended as follows,
pursuant to Section 13 thereof:

     1.   The first paragraph of Section 11(a) of the Agreement
shall be amended in its entirety to provide as follows with
italics herein highlighting new text:

          (a)  Notwithstanding any provision herein to the
     contrary, the Employee shall be entitled to collect the
     severance benefits set forth in this Section in the event
     that (1) the Employee's employment under this Agreement is
     terminated by the Bank, without the Employee's prior
     written consent and for a reason other than Just Cause, in
     connection with or within twelve (12) months after any
     change in control of the Bank or Harbor Federal Bancorp,
     Inc. (the "Company"), or (2) the Employee voluntarily
     terminates employment for any reason within the 30-day
     period beginning on the date of a change in control.
     The Employee shall be paid an amount equal to the
     difference between (i) the product of 2.99 times his "base
     amount" as defined in Section 280G(b)(3) of the Internal
     Revenue Code of 1986, as amended (the "Code") and
     regulations promulgated thereunder, and (ii) the sum of
     any other parachute payments (as defined under Section
     280G(b)(2) of the Code) that the Employee receives on
     account of the change in control. 

          Any severance benefits that are payable under this
     Agreement after the closing date of a change in control of
     the Bank or the Company shall be paid in the manner
     selected by the Employee in a duly executed election (the
     "Election Form"), in the form attached hereto as Exhibit
     "A"; provided that such an election will be honored and
     given effect only if it is properly made and delivered to
     the Bank more than 90 days before said closing date. 
     Present value determinations and interest accruals on
     present value sums that are paid in installments over a
     fixed period of years shall be calculated at a rate equal
     to 120% of the applicable federal rate, compounded
     semiannually, as determined under Section 1274(d) of the
     Internal Revenue Code of 1986, as amended, and the
     regulations thereunder.  

          The Employee may specify on the Election Form the
     manner of payment to his beneficiary, and may at any time
     or from time to time change the identity or manner of
     payment to his beneficiary.
<PAGE>
<PAGE>
1998 Amendment to Employment Agreement
Page 2

     2.   Schedule 11(d) of the Agreement shall be amended in
its entirety to provide as follows, with italics herein
highlighting new text:

          (d)  Funding of Grantor Trust.  Not later than three
     business days after a Change in Control, the Bank shall (a)
     deposit, in the Harbor Federal Savings Bank Grantor Trust
     (the "Trust"), an amount that the Bank reasonably projects
     to be sufficient to fund the payment of all severance
     benefits that are or may become payable, pursuant to this 
     Section, after the closing date of the change in control of
     the Bank or the Company, and (b) provide the trustee of the
     Trust with a written direction both to hold said amount and
     any investment return thereon in a segregated account for
     the benefit of the Employee, and to follow the procedures
     set forth in the next paragraph as to the payment of such 
     amounts from the Trust.  The provisions of this Section
     shall be null and void only if the Executive provides a
     written release of all claims under this Agreement.

          During the 24-consecutive month period after a change
     in control of the Bank or the Company, the Employee may
     provide the trustee of the Trust with a written notice
     directing the trustee to pay to Employee an amount
     designated in the notice as being payable pursuant to this
     Agreement.  Within three business days after receiving said
     notice, the trustee of the Trust shall pay such amount to
     the Employee, and coincidentally shall provide the Bank or
     its successor with notice of such payment.  Upon the
     earlier of the Trust's final payment of all amounts due
     under the preceding paragraph or the date 24 months after 
     the change in control of the Bank or the Company, the
     trustee of the Trust shall pay to the Bank the entire
     balance remaining in the segregated account maintained for
     the benefit of the Employee.  The Employee shall thereafter
     have no further interest in the Trust. 

     3.   Nothing contained herein shall be held to alter, vary
or affect any of the terms, provisions, or conditions of the
Agreement, other than as stated above.

     WHEREFORE, on this 30th day of March, 1998, the Bank
hereby executes this 1998 Amendment to the Agreement.

                               HARBOR FEDERAL SAVINGS BANK

                                By /s/ Joseph J. Lacy
                                   ------------------------
/s/ Barbara Therres            Its Senior Board Member
----------------------                                           
   

                    
                                   
                               EMPLOYEE
Witnessed by:

                                                                 
/s/ Dana Miller                /s/ Robert A. Williams
----------------------         ------------------------
                               Robert A. Williams