<PAGE>   1
                                                                   EXHIBIT 10.10


                           DEFERRED COMPENSATION PLAN
                      FOR DIRECTORS AND EXECUTIVE OFFICERS

1.       Purpose

The purpose of the Deferred Compensation Plan for Directors and Executive
Officers (the "Plan") is to provide directors and selected senior executive
employees of Suburban Bancshares, Inc. and its Subsidiary (the "Company") an
opportunity to defer compensation received by them from the Company in
accordance with the terms and conditions set forth herein.

2.       Administration

The Plan shall be administered by a Committee of the Board of Directors of the
Company (the "Committee") who shall consist of at least three members who are
not participants in the Plan. The Committee shall have sole and complete
authority to interpret the terms and provisions of the Plan and to adopt, alter
and repeal such administrative rules, regulations and practices governing the
operation of the Plan as it shall from time-to-time deem advisable.

3.       Eligibility

The Committee shall select those senior executive employees and directors who
shall be eligible to participate in the Plan.

Such persons shall be collectively referred to as the "Participant" or
"Participants" as the case may be.

4.       Election to Defer

(a)      Participant may elect in writing to defer receipt of all or a specified
         portion of his/her compensation (including the annual base salary and
         annual incentive compensation). Amounts deferred under this Paragraph
         4(a) shall be referred to as the "Deferred Amounts". Once received by
         the Committee, an election cannot be revoked.

(b)      The election must be made prior to the beginning of the fiscal year (or
         period) to which the compensation applies. A Participant must make a
         separate election with respect to each year of participation in the
         Plan. A new Participant in the Plan shall have 15 days following
         his/her selection by the Committee to make an election with respect to
         compensation to be earned for the balance of the year.

5.       Establishment of Deferred Compensation Account

The Deferred Amount shall be withheld by-weekly from the payroll and shall be
credited to the Participant's Deferred Compensation Account monthly on the last
day of each month. Interest and/or fund growth will be credited to the account
monthly.

6.       Payment of Deferred Amounts

(a)      Except as otherwise provided in subparagraph (c) or (d) below, a
         Participant's Deferred Compensation Amount shall be paid, or commence
         to be paid, to the Participant, or the Participant's beneficiary, as
         soon as practicable after the earliest to occur of the following:

         (i)      the Participant's death, or

         (ii)     the Participant's retirement as defined in paragraph 11(b).

         In the event of the Participant's death, payment of the balance in the
         Participant's Deferred Compensation Account at the end of the fiscal
         year subsequent to the death of the Participant shall be made to the
         Participant's designated beneficiary, or if none, to the Participant's
         estate.

(b)      The Participant may elect to receive payment of the balance in his/her
         Deferred Compensation Account at retirement either (i) in a lump sum or
         (ii) in such number of annual installments, not to exceed fifteen, as
         the Participant shall elect. The election must be made at least one
         year before the Deferred Compensation Amount is payable. If no election
         is made, a lump sum payment will be made.

(c)      A Participant may elect to receive the balance in the Deferred
         Compensation Account upon the occurrence of a Change in Control of the
         Company. The term "Change in Control" shall mean: "the purchase or
         other acquisition by any person, entity or group of persons, within the
         meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
         1934 ("Act"), or any comparable successor provisions, of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the Act)
         of 30 percent or more of either

<PAGE>   2

         the outstanding shares of common stock or the combined voting power of
         the Company's then outstanding voting securities entitled to vote
         generally, or the approval by the stockholders of the Company of a
         reorganization, merger, or consolidation, in each case, with respect to
         which persons who were stockholders of the Company immediately prior to
         such reorganization, merger or consolidation do not, immediately
         thereafter, own more than 50 percent of the combined voting power
         entitled to vote generally in the election of directors of the
         reorganized, merged or consolidated Company's then outstanding
         securities, or a liquidation or dissolution of the Company or of the
         sale of all or substantially all of the Company's assets."

(d)      Anything contained in this Paragraph to the contrary notwithstanding,
         in the event at participant incurs a severe financial hardship as
         defined in paragraph 11(c) or a Participant becomes disabled, the
         Committee, in its sole discretion and upon written application of such
         Participant, may direct immediate payment of all or a portion of the
         then current value of such Participant's Deferred Compensation Account;
         provided that, in the case of a hardship, such payment shall in no
         event exceed the amount necessary to alleviate such financial hardship.

8.       Participant Reports

The Committee shall provide a statement to the Participant at least annually
concerning the status of his/her Deferred Compensation Account.

9.       Transferability of Interests

During the Deferral Period, all Deferred Amounts shall be considered as general
assets of the Company for use as it deems necessary and shall be subject to the
claims of the Company's creditors.

The rights and interests of a Participant during the Deferral Period shall be
those of a general creditor except that such Participant's rights and interest
may not be anticipated, assigned, pledged, transferred or otherwise encumbered
except in the event of the death of the Participant, and then only by will or
the laws of descent and distribution.

10.      Amendment, Suspension and Termination

The Company may amend, suspend or terminate the Plan or any portion thereof in
such manner and to such extent as it may deem advisable and in the best
interests of the Company. No amendment, suspension and termination shall alter
or impair any then Deferred Amounts without the consent of the Participant
affected thereby.

11.      Definitions

(a)      The term "Subsidiary" shall mean any corporation 50 percent or more of
         the voting stock of which shall at the time be owned directly or
         indirectly by the Company.

(b)      The term "retirement" shall mean the date a Participant ceases to be
         employed by the Company or ceases to serve as a director of the
         Company.

(c)      The term "hardship" shall mean an immediate and heavy financial need
         limited to: (i) expenses incurred or necessary for medical care,
         described in Code Section 213(d), of the Participant, the Participant's
         spouse, or any dependents of the Participant (as defined in Code
         Section 152); (ii) purchase (excluding mortgage payments) of a
         principal residence for the Participant, (iii) payment of tuition and
         related educational fees for the next 12 months of post-secondary
         education for the Participant, his spouse, children or dependents; (iv)
         the need to prevent the eviction of the Participant from his principal
         residence or foreclosure on the mortgage of the Participant's principal
         residence; or (v) any other distribution which is deemed by the
         Commissioner of Internal Revenue to be made on account of immediate and
         heavy financial need as provided in Treasury regulations. The
         Participant's request for a withdrawal shall include his written
         statement that an immediate and heavy financial need exists and explain
         its nature.

12.      Unfunded Obligation

The Plan shall not be funded, and no trust, escrow or other provisions shall be
established to secure payments due under the Plan. A Participant shall be
treated as a general, unsecured creditor at all times under the Plan. The
Company may, at its option, establish a Rabbi Trust purely for its convenience.
The Employee or Director Participant is not a beneficiary of, and has no rights
as such, under the Trust.

13.      No Right to Employment or Other Benefits

Nothing contained herein shall be construed as conferring upon any Participant
the right to continue in the employ of the Company. Any compensation deferred
and any benefits paid under this Plan shall not be included in creditable
compensation in computing benefits under
<PAGE>   3

any employee benefit plan of the Company except to the extent expressly provided
for therein.

14.      Effective Date

The Plan shall be effective on May 15,1997 after approval by the Board of
Directors of the Company. Thereupon, eligible Participants shall be permitted to
make an election under Paragraph 4, above, within 15 days with respect to
compensation to be earned during the balance of the fiscal year.


<PAGE>   4



                           Deferred Compensation Plan
                      for Directors and Executive Officers

                               DEFERRAL AGREEMENT
Name:                                                            ("Participant")
     ------------------------------------------------------------
             Last                First           Middle Initial
Social Security Number:         -          -
                       --------------------------------

A.       This Deferral Agreement ("Agreement") has been made this __________ of
         _________________ , 19____ between the Participant and Suburban Bank 
         ("Company").

         I elect to participate in the Deferred Compensation Plan for Directors
         and Executive Officers ("Plan"). I acknowledge receipt of copies of
         Summary Fund Descriptions, Plan Description and a Trust Agreement. I
         understand the general provisions of the Plan.

         I irrevocably elect to defer the following from my 19___ compensation:
         (Indicate dollar or % amount.)

                        of my salary           $                      of my fees
         ---------------                        ---------------------

         My preference for the allocation of the above deferral would be to the
         following funds as indicated in even percentages: (Minimum per fund -
         5%) (Please be sure your percentages total = 100%.) I understand that
         this preference is not binding on the Company or the Trustee.

                    ____ % Constellation  ____ % Value         _____ % Charter


                    ____ % High Yield     ____ % Money Market



         I elect to receive my benefit:

                           lump sum at retirement          in 10 annual payments
                  --------                        --------

         I further recognize that nothing contained herein or in the Plan shall
         be construed as a contract of employment between me and the Company, as
         a right of continued employment or as a limitation of the Company's
         right of discharge.

         IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
         on the day and year written above.

         Suburban Bank                                Participant
                                                     
         By:                                         
            -------------------------------           -------------------------
                                                                Signature
                                                     
         Title:                                      
               -----------------------------         
                                                     
B.       I do not wish to participate in the Suburban Bank Deferred Compensation
         Plan for Directors and Executive Officers at this time.

         ------------------------                     ------------------------
         Date                                         Signature



<PAGE>   5



                           Deferred Compensation Plan
                      for Directors and Executive Officers

                             BENEFICIARY DESIGNATION

I HEREBY designate that the following person(s) or Trust shall be my
beneficiary(ies) under the Suburban Bank Deferred Compensation Plan for
Directors and Executive Officers (the "Plan") in the event of my death.

I reserve the full right to revoke or modify this designation, or any
modification hereof, at any time by a further written designation, subject to
the restrictions set forth in the Plan.

<TABLE>
<S>                            <C>                             <C>
PRIMARY
NAME & ADDRESS                  RELATIONSHIP                    PERCENTAGE

----------------------          ---------------------           ----------
----------------------
----------------------

CONTINGENT
NAME & ADDRESS                  RELATIONSHIP                    PERCENTAGE

----------------------          ---------------------           ----------
----------------------
----------------------
TERTIARY
NAME & ADDRESS                  RELATIONSHIP                    PERCENTAGE

----------------------          ---------------------           ----------
----------------------
----------------------


----------------------                ------------------------------
Date                                  Signature of Participant      
                                                                    
                                                                    
                                      ------------------------------
                                      Printed Name of Participant   
                                    
</TABLE>

<PAGE>   6



                              RABBI TRUST AGREEMENT

                                      UNDER

                         DEFERRED COMPENSATION PLAN FOR
                        DIRECTORS AND EXECUTIVE OFFICERS

         THIS AGREEMENT made this 21 day of May, 1997, between Suburban 
Bancshares, Inc. and its subsidiary, Suburban Bank of Maryland of Greenbelt,
Maryland (hereinafter sometimes called "Company"), and Marlin K. Husted of
Naples , Florida, (hereinafter sometimes called "Trustee");

         WHEREAS, the Company has adopted a Non-Qualified Deferred Compensation
Plan for Directors and Executive Officers; and

         WHEREAS, the Company wishes to establish a trust (hereinafter called
"Trust") and to contribute and/or to accept voluntary contributions to the Trust
assets that shall be held therein, subject to the claims of the Company's
creditors in the event of the Company's insolvency, as herein defined, until
paid to Plan participants and their beneficiaries in such manner and at such
times as specified in the Plan; and

         WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employees Retirement Income Security Act of 1974;
and

         WHEREAS, it is the intention of the Company to make contributions to
the Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan;

         NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

Section 1         Establishment of the Trust

1.1      The Company will begin to make monthly deposits with the Trustee in
         trust effective May 1997, which shall become the principal of the Trust
         to be held, administered and disposed of by the Trustee as provided in
         this Trust Agreement.

1.2      The Trust hereby established shall be irrevocable.

1.3      The Trust is intended to be a grantor trust, of which the Company is
         the grantor, within the meaning of Subpart E, Part I, Subchapter J,
         Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.

1.4      The principal of the Trust, and any earnings thereon, shall be held
         separate and apart from other funds of the Company and shall be used
         exclusively for the uses and purposes of the Plan participants and
         general creditors as herein set forth. Plan participants and their
         beneficiaries shall have no preferred claim on, or any beneficial
         ownership interest in, any assets of the Trust. Any rights created
         under the Plan and this Trust Agreement shall be mere unsecured
         contractual rights of Plan participants and their beneficiaries against
         the Company. Any assets held by the Trust will be subject to the claims
         of the Company's general creditors under federal and state law in the
         event of insolvency, as defined in Section 3.1 herein.

1.5      The Company, in its sole discretion, may at any time, or from
         time-to-time, make additional deposits of cash or other property in
         trust with the Trustee to augment the principal to be held,
         administered and disposed of by the Trustee as provided in this Trust
         Agreement. Neither the Trustee nor any Plan participant or beneficiary
         shall have any right to compel such additional deposits.

1.6      Upon a Change of Control, the Company shall, as soon as possible, but
         in no event longer than thirty (30) days following the Change of
         Control, as defined herein, make an irrevocable contribution to the
         Trust in an amount that is sufficient to pay each Plan participant or
         beneficiary the benefits to which the Plan participants or their
         beneficiaries would be entitled pursuant to the terms of the Plan as of
         the date on which the Change of Control occurred.

Section 2         Payments to Plan Participants and Their Beneficiaries

2.1      The Company shall deliver to the Trustee a schedule (the "Payment
         Schedule") that indicates the amounts payable in respect of each Plan
         participant (and his or her beneficiaries), that provides a formula or
         other instructions acceptable to the Trustee for determining the
         amounts so payable, the form in which such amount is to be paid (as
         provided for or available under the Plan), and the time of commencement
         for payment of such amounts. Except as otherwise provided herein, the
         Trustee shall make payments to the Plan participants and their
         beneficiaries in accordance with such Payment Schedule. The Trustee
         shall make provision for the reporting 


<PAGE>   7
         and withholding of any federal, state or local taxes that may be
         required to be withheld with respect to the payment of benefits
         pursuant to the terms of the Plan and shall pay amounts withheld to the
         appropriate taxing authorities or determine that such amounts have been
         reported, withheld and paid by the Company.

2.2      The entitlement of a Plan participant or his or her beneficiaries to
         benefits under the Plan shall be determined by the Company or such
         party as it shall designate under the Plan, and any claim for such
         benefits shall be considered and reviewed under the procedures set out
         in the Plan.

2.3      The Company may make payment of benefits directly to Plan participants
         or their beneficiaries as they become due under the terms of the Plan.
         The Company shall notify the Trustee of its decision to make payment of
         benefits directly prior to the time amounts are payable to participants
         or their beneficiaries. In addition, if the principal of the Trust, and
         any earnings thereon, are not sufficient to make payments of benefits
         in accordance with the terms of the Plan, the Company shall make the
         balance of each such payment as it falls due. The Trustee shall notify
         the Company where principal and earnings are not sufficient.

Section 3         Trustee Responsibility Regarding Payments to Trust Beneficiary
                  when the Company is Insolvent

3.1      The Trustee shall cease payment of benefits to Plan participants and
         their beneficiaries if the Company is insolvent. The Company shall be
         considered "insolvent" for purposes of this Trust Agreement if (i) the
         Company is unable to pay its debts as they become due, or (ii) the
         Company is subject to a pending proceeding as a debtor under the United
         Stated Bankruptcy Code.

3.2      At all times during the continuance of this Trust, as provided in
         Section 1.4 hereof, the principal and income of the Trust shall be
         subject to claims of general creditors of the Company under federal and
         state law as set forth below:

         (a)      The Board of Directors and the Chief Executive Officer of the
                  Company shall have the duty to inform the Trustee in writing
                  of the Company's insolvency. If a person claiming to be a
                  creditor of the Company alleges in writing to the Trustee that
                  the Company has become insolvent, the Trustee shall determine
                  whether the Company is insolvent and, pending such
                  determination, the Trustee shall discontinue payment of
                  benefits to Plan participants or their beneficiaries.

         (b)      Unless the Trustee has actual knowledge of the Company's
                  insolvency, or has received notice from the Company or a
                  person claiming to be a creditor alleging that the Company is
                  insolvent, the Trustee shall have no duty to inquire whether
                  the Company is insolvent. The Trustee may in all events rely
                  on such evidence concerning the Company's solvency as may be
                  furnished to the Trustee and that provides the Trustee with a
                  reasonable basis for making a determination concerning the
                  Company's solvency.

         (c)      If at any time, the Trustee has determined that the Company is
                  insolvent, the Trustee shall discontinue payments to Plan
                  participants or their beneficiaries and shall hold the assets
                  of the Trust for the benefit of the Company's general
                  creditors. Nothing in this Trust Agreement shall in any way
                  diminish any rights or Plan participants or their
                  beneficiaries to pursue their rights as general creditors of
                  the Company with respect to benefits under the Plan or
                  otherwise.

         (d)      The Trustee shall resume the payment of benefits to Plan
                  participants or their beneficiaries in accordance with Section
                  2 of this Trust Agreement only after the Trustee has
                  determined that the Company is not insolvent (or is no longer
                  insolvent).

         (e)      Provided that there are sufficient assets, if the Trustee
                  discontinues the payment of benefits from the Trust pursuant
                  to this Section 3.2 and subsequently resumes such payments,
                  the first payment following such discontinuance shall include
                  the aggregate amount of all payments due to Plan participants
                  or their beneficiaries under the terms of the Plan for the
                  period of such discontinuance, less the aggregate amount of
                  any payments made to Plan participants or their beneficiaries
                  by the Company in lieu of the payments provided for hereunder
                  during any such period of discontinuance.

Section 4         Investment Authority

4.1      In no event may the Trustee invest in securities (including stock or
         rights to acquire stock) or obligations issued by the Company, other
         than a de minimis amount held in common investment vehicles in which
         the Trustee invests. All rights associated with assets of the Trust
         shall be exercised by the Trustee or the person designated by the
         Trustee, and shall in no event be exercisable by or rest with Plan
         participants.

4.2      The Company shall have the right at any time, and from time-to-time in
         its sole discretion, to substitute assets of equal fair market value
         for any asset held by the Trust. This right is exercisable by the
         Company in a nonfiduciary capacity without the approval or consent of
         any person in a fiduciary capacity.


<PAGE>   8


Section 5         Disposition of Income

5.1      During the term of this Trust, all income received by the Trust, net of
         expenses and taxes, shall be accumulated and reinvested.

Section 6         Accounting by Trustee

6.1      The Trustee shall keep accurate and detailed records of all
         investments, receipts, disbursements, and all other transactions
         required to be made, including such specific records as shall be agreed
         upon in writing between the Company and the Trustee. Within sixty (60)
         days following the close of each calendar year and within thirty (30)
         days following the removal or resignation of the Trustee, the Trustee
         shall deliver to the Company a written account of its administration of
         the Trust during such year or during the period from the close of the
         last preceding year to the date of such removal or resignation, setting
         forth all investments, receipts, disbursements and other transactions
         effected by it, including a description of all securities and
         investments purchased and sold with the cost or net proceeds of such
         purchases or sales (accrued interest paid or receivable being shown
         separately), and showing all cash, securities and other property held
         in the Trust at the end of such year or as of the date of such removal
         or resignation, as the case may be.

Section 7         Responsibility of the Trustee

7.1      The Trustee shall act with the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent person acting in
         like capacity and familiar with such matters would use in the conduct
         of an enterprise of a like character and like aims, provided, however,
         that the Trustee shall incur no liability to any person for any action
         taken pursuant to a direction, request or approval given by the Company
         which is contemplated by, and in conformity with, the terms of the Plan
         or this Trust and is given in writing by the Company. In the event of a
         dispute between the Company and a party, the Trustee may apply to a
         court of competent jurisdiction to resolve the dispute.

7.2      If the Trustee undertakes or defends any litigation arising in
         connection with this Trust, the Company agrees to indemnify the Trustee
         against the Trustee's costs, expense and liabilities (including,
         without limitation, attorneys' fees and expenses) relating thereto and
         to be primarily liable for such payments. If the Company does not pay
         such costs, expenses and liabilities in a reasonably timely manner, the
         Trustee may obtain payment from the Trust.

7.3      The Trustee may consult with legal counsel (who may also be counsel for
         the Company generally) with respect to any of its duties or obligations
         hereunder.

7.4      The Trustee may hire agents, accountants, actuaries, investment
         advisors, financial consultants or other professionals to assist it in
         performing any of its duties or obligations hereunder.

7.5      The Trustee shall have without exclusion, all powers conferred on
         Trustees by applicable law, unless expressly provided otherwise herein,
         provided, however, that if an insurance policy is held as an asset of
         the Trust, the Trustee shall have no power to name a beneficiary of the
         policy other than the Trust, to assign the policy (as distinct from
         conversion of the policy to a different form) other than to a successor
         Trustee, or to loan to any person the proceeds of any borrowing against
         such policy.

7.6      However, notwithstanding the provisions of Section 7.5 above, the
         Trustee may loan to the Company the proceeds of any borrowing against
         an insurance policy held as an asset of the Trust.

7.7      Notwithstanding any powers granted to the Trustee pursuant to this
         Trust Agreement or to applicable law, the Trustee shall not have any
         power that could give this Trust the objective of carrying on a
         business and dividing the gains there-from, within the meaning of
         Section 201.7701-2 of the Procedure and Administrative Regulations
         promulgated pursuant to the Internal Revenue Code.

Section 8         Compensation and Expenses of the Trustee

8.1      The Company shall pay all administrative and the Trustee's fees and
         expenses. If not so paid, the fees and expenses shall be paid from the
         Trust.

Section 9         Resignation and Removal of the Trustee

9.1      The Trustee may resign at any time by written notice to the Company,
         which shall be effective thirty (30) days after receipt of such notice
         unless the Company and the Trustee agree otherwise.

9.2      The Trustee may be removed by the Company on thirty (30) days notice or
         upon shorter notice accepted by the Trustee.



<PAGE>   9


9.3      Upon a Change of Control, as defined herein, the Trustee may not be
         removed by the Company for one year.

9.4      If the Trustee resigned within one year after a Change of Control, as
         defined herein, the Company shall apply to a court of competent
         jurisdiction for the appointment of a successor Trustee or for
         instructions.

9.5      Upon resignation or removal of the Trustee and appointment of a
         successor Trustee, all assets shall subsequently be transferred to the
         successor Trustee. The transfer shall be completed within thirty (30)
         days after receipt of notice of resignation, removal or transfer,
         unless the Company extends the time limit.

9.6      If the Trustee resigns or is removed, a successor shall be appointed,
         in accordance with Section 10 hereof, by the effective date of
         resignation or removal under Section 9.1 or 9.2. If no such appointment
         has been made, the Trustee may apply to a court of competent
         jurisdiction for appointment of a successor or for instructions. All
         expenses of the Trustee in connection with the proceeding shall be
         allowed as administrative expenses of the Trust.

Section 10        Appointment of a Successor

10.1     If the Trustee resigns or is removed in accordance with Section 9.1 or
         9.2 hereof, the Company may appoint any third party, such as a bank
         trust department or other party that may be granted corporate trustee
         powers under state law, as a successor to replace the Trustee upon
         resignation or removal. Absent a Change of Control, the Company may
         appoint any qualified individual who is not a participant, including a
         member of the Board of Directors or an Executive Officer, to serve as
         Trustee. The appointment shall be effective when accepted in writing by
         the new Trustee, who shall have all of the rights and powers of the
         former Trustee, including ownership rights in the Trust assets. The
         former Trustee shall execute any instrument necessary or reasonably
         requested by the Company or the successor Trustee to evidence the
         transfer.

10.2     The successor Trustee need not examine the record and acts of any prior
         Trustee and may retain or dispose of existing Trust assets, subject to
         Sections 6 and 7 hereof. The successor Trustee shall not be responsible
         for and the Company shall indemnify and defend the successor Trustee
         from any claim or liability resulting from any action or inaction of
         any prior Trustee or from any other past event, or any condition
         existing at the time it becomes successor Trustee.

Section 11        Amendment or Termination

11.1     This Trust may be amended by a written instrument executed by Trustees
         and provided the Company, however, no such amendment shall conflict
         with the terms of the Plan or shall make the Trust revocable.

11.2     The Trust shall not terminate until the date on which Plan participants
         and their beneficiaries are no longer entitled to benefits pursuant the
         terms of the Plan. Upon termination of the Trust, any assets remaining
         in the Trust shall be returned to the Company.

11.3     Upon written approval of participants or beneficiaries entitled to
         payment of benefits pursuant to the terms of the Plan, the Company may
         terminate this Trust prior to the time all benefit payments under the
         Plan have been made. All assets in the Trust at termination shall be
         returned to the Company.

Section 12        Miscellaneous

12.1     Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

12.2     Benefits payable to Plan participants and their beneficiaries under
         this Trust Agreement may not be anticipated, assigned (either at law or
         in equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

12.3     This Trust Agreement shall be governed by and construed in accordance
         with the laws of Maryland.

12.4     For purposes of this Trust, Change of Control shall mean: "the purchase
         or other acquisition by any person, entity or group of persons, within
         the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
         1934 ("Act"), or any comparable successor provisions, of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the Act)
         of 30 percent or more of either the outstanding shares of common stock
         or the combined voting power of the Company's then outstanding voting
         securities entitled to vote generally, or the approval by the
         stockholders of the Company of a reorganization, merger, or
         consolidation, in each case, with respect to which persons who were
         stockholders of the Company immediately prior to such reorganization,
         merger or consolidation do not, immediately thereafter, own more than
         50 percent of the combined voting power entitled to vote generally in
         the election of directors of the reorganized, merged or consolidated
         Company's then outstanding securities, or a liquidation or 
<PAGE>   10
         dissolution of the Company or of the sale of all or substantially all
         of the Company's assets."

Section 13        Effective Date

13.1     The effective date of this Trust Agreement shall be
         May 21, 1997.

                                      Suburban Bancshares, Inc.
                                                   Company

                                      /s/  Marlin K. Husted, Trustee
                                      ------------------------------
                                                  Trustee