<PAGE>
              HARBOR FEDERAL SAVINGS BANK
      SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                FOR ROBERT A. WILLIAMS

            _______________________________

                    1998 AMENDMENT
            _______________________________


     WHEREAS, Harbor Federal Savings Bank (the "Bank") has
entered into a Executive Retirement Agreement (the "SERA") with
Robert A. Williams (the "Executive"), and the Bank's Board of
Directors and the Executive have agreed that due and adequate
consideration exists to amend the SERA in the manner set
forth herein.

     NOW, THEREFORE, effective March 30, 1998, the SERA shall be
amended as follows,  pursuant  to Article XI  thereof:

     1.   The Supplemental Executive Retirement 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.    Article IX of the Plan shall be amended by replacing
its second sentence with the following sentences:
               
          Notwithstanding  any provisions of this Agreement to
     the contrary, any benefits that are or become payable after
     the closing date of a Change in Control shall be paid in
     the manner selected by the Executive 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 Executive 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 at a Participant's election 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.

     3.   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.
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1998 Amendment to SERA
Page 2



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


                              HARBOR FEDERAL SAVINGS BANK
Witnessed by:


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


                              EXECUTIVE
Witnessed by:

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


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            THE HARBOR FEDERAL SAVINGS BANK
    SUPPLEMENTAL  EXECUTIVE RETIREMENT AGREEMENT
               WITH ROBERT A. WILLIAMS
                          
          __________________________________

           1998 AMENDMENT TO TRUST AGREEMENT
          __________________________________


     WHEREAS, Harbor Federal Savings Bank (the "Bank") entered
into a trust agreement (the "Trust Agreement") with Joseph J.
Lacy (the "Trustee"), and the Company and the Trustee have
determined that it is in their respective best interests to
amend the Trust Agreement.

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

     1.   The Trust Agreement shall be amended by replacing its
title "TRUST AGREEMENT UNDER THE HARBOR FEDERAL SAVINGS AND
LOAN ASSOCIATION SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT"
with "HARBOR FEDERAL SAVINGS BANK GRANTOR TRUST."

     2.   The Trust Agreement shall be further amended by
replacing "Harbor Federal Savings and Loan Association" with
"Harbor Federal Savings Bank" and "Association" with "Bank" and
wherever these terms appear in the document.

     3.   The Trust Agreement shall be further amended by
replacing the first two "WHEREAS" clauses with the following
paragraph:

          WHEREAS, the Bank has entered into (i) an agreement
     with Robert A. Williams (the "Executive") pursuant to which
     the Executive (or, in the event of his death, his surviving
     spouse) will receive supplemental retirement benefits, (ii)
     an employment agreement with the Executive dated August 11,
     1994, and (iii) severance agreements with Officers
     Williams, Luken, Anthony, Epps, and Lancaster
     (collectively, the "Officers") -- the agreements under (i),
     (ii), and (iii) being collectively referred to as "the
     Agreements";

     4.   The Trust Agreement shall be further amended by
replacing the reference to "the Agreement and the Severance
Agreements" with "the Agreements" wherever they appear in the
document.

     5.   Section 2 of the Trust Agreement shall be amended by
adding the following subsection (d) immediately at the end
thereof:
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1998 Amendment to
SERA Trust Agreement
Page 2


          (d)  Upon a change in control within the meaning of
     Section 11(a) of the Employment Agreement with Mr. R.
     Williams, the Bank shall, as soon as possible but in no
     event more 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 Agreements as
     in effect on the date of the change in control.  Executive
     officers of the Bank shall be entitled to direct the
     Trustee to pay such benefits without pre-approval of the
     acquiring company.

     6.    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.
          
     7.   Nothing contained herein shall be held to alter, vary
or affect any of the terms, provisions, or conditions of the
Trust Agreement, other than as stated above.

     WHEREFORE, on this 30th day of March, 1998, the undersigned
hereby execute this 1998 Amendment to the Trust Agreement.


                                   HARBOR FEDERAL SAVINGS BANK
Witnessed by:

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


                                   TRUSTEE

Witnessed by:

/s/ Barbara Therres               /s/ Joseph J. Lacy    
-----------------------           -----------------------