<PAGE>
              HARBOR FEDERAL SAVINGS BANK
      RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
            _______________________________

                    1998 AMENDMENT
            _______________________________

     WHEREAS, Harbor Federal Savings Bank (the "Bank") maintains
the Harbor Federal Savings Bank Retirement Plan for Non-Employee
Directors  (the "Plan"); and

     WHEREAS, the Bank's Board of Directors has determined that
it is in the best interests of the Bank and the participants in
the Plan to amend the Plan in the manner set forth herein.

     NOW, THEREFORE, the Plan shall be amended as follows, 
pursuant  to Article XI  thereof:

     1.    Effective March 30, 1998, Article IX of the Plan 
shall be amended in its entirety to provide as follows:

               Payment of Benefits Upon a Change in Control
               --------------------------------------------

               The provisions of this Article shall supersede
          any provisions of this Plan to the contrary.  In the
          event of  a Change in Control: (i) the Benefit
          Percentage of a Participant who is then serving on the
          Board shall become 100% if, and only if, the
          Participant involuntarily leaves the Board after such
          Change in Control, (ii) the Participant's Vested
          Percentage shall become 100%, and (iii) any Benefits
          that are or become payable after the closing date of
          the Change in Control shall be paid in the manner
          selected by the Participant 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.  The Participant 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. Present value determinations, as well as
          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.

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

<PAGE>
<PAGE>
1998 Amendment to Retirement Plan
for Non-Employee Directors
Page 2

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


                              HARBOR FEDERAL SAVINGS BANK
Witnessed by:


/s/ Dana Miller               By /s/ Robert A. Williams
--------------------             -------------------------
                                 Its Chairman of the Board


<PAGE>
<PAGE>                           
           THE HARBOR FEDERAL SAVINGS BANK 
     RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
                          
         ____________________________________

           1998 AMENDMENT TO TRUST AGREEMENT
         ____________________________________


     WHEREAS, Harbor Federal Savings Bank (the "Bank") maintains
the Harbor Federal Savings Bank Retirement Plan for Non-Employee
Directors (the "Plan"), and has entered into a trust agreement
under the Plan ("Trust Agreement") with Norbert J. Luken (the
"Trustee"); and

     WHEREAS, the Bank's Board of Directors and the Trustee have
determined that it is in their respective best interests to
amend the Trust Agreement in the manner set forth herein.

     NOW, THEREFORE, effective March 30, 1998, the Trust
Agreement shall be amended as follows,  pursuant  to Section
12(a)  thereof:

     1.   The Retirement Plan for Non-Employee Directors Trust
Agreement shall be amended by replacing "Harbor Federal Savings
and Loan Association" with "Harbor Federal Savings Bank" and by
replacing "Association" with "Bank" wherever they appear in the
document.

     2.    Section 2 of the Trust Agreement shall be amended by
adding subsection (d) immediately at the end thereof to provide
as follows:

          (d)  Upon a Change in Control within the meaning of
     the Plan, the Bank shall, as soon as possible but in no
     event longer than ten business days after the Change in
     Control, make an irrevocable contribution to this Trust in
     an amount that is projected to provide the Trust with
     sufficient funds to pay each Beneficiary the benefits to
     which he or she is entitled pursuant to the Plan as in
     effect on the date of the Change in Control.

     3.    Section 10 of the Trust Agreement shall be amended by
adding the following paragraph immediately at the end thereof:

          Notwithstanding the foregoing, if the Trustee resigns
     or is removed following a Change in Control, the Trustee
     that has resigned or is being removed shall appoint as its
     successor a third party financial institution that has
     trust powers, is independent of and unrelated to the entity
     that has acquired or otherwise obtained control of the
     Bank, and is agreed to in writing by 80% of the Trust
     Beneficiaries.

     4.   Nothing contained herein shall be held to alter, vary,
or affect any of the terms, provisions, or conditions of the
Trust Agreement other than stated above.
<PAGE>
<PAGE>
1998 Amendment to Retirement Plan
Trust Agreement
Page 2


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


                              HARBOR FEDERAL SAVINGS BANK

Witnessed by:

/s/ Dana Miller               By /s/ Robert A. Williams
--------------------             -------------------------
                                 Its Chairman of the Board



                              TRUSTEE
Witnessed by:


/s/ Carol Erpenstein          /s/ Norbert J. Luken
--------------------          -------------------------