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                                                                   EXHIBIT 10.9a

                              SEVERANCE AGREEMENT



         THIS SEVERANCE AGREEMENT (hereinafter this "Agreement") is entered
into on this    2nd   day of   March  , 1998, by and between Joseph E. Burnett,
now residing at 16740 Claggett Landing Road, Upper Marlboro, Maryland 20772,
(the "Employee") and Suburban Bank of Maryland, 7505 Greenway Center Drive,
Greenbelt, Maryland, 20768, (the "Employer").

                                    RECITAL

         The Employee is employed as   Senior Vice President   of Suburban Bank
of Maryland.  This Agreement is intended to supplement the existing terms of
such employment by providing the terms and conditions under which the Employer
shall pay severance compensation to the Employee.  For all purposes of this
Agreement, unless otherwise indicated, all references to the "Employer" shall
be construed to include Suburban Bancshares, Inc. or any successor entity or
organization of Suburban Bank of Maryland or Suburban Bancshares, Inc. (or any
parent, subsidiary or affiliate of either such entity or its successor).

         NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:

1.       SEVERANCE PAYMENT.  In the event that the Employee's employment is
         terminated or, if the Employee is employed under a written agreement
         with a specified term, not renewed by the Employer at the next
         opportunity for termination or non-renewal, as a result of any merger
         or buy-out or change in control of the Employer, the Employer shall
         continue to pay to the Employee his or her base compensation
         (exclusive of bonus or incentive compensation and exclusive of
         benefits) for a period of Six (6) months following the date of such
         termination or non-renewal (the "Severance Period").

2.       EVENTS OF DISQUALIFICATION.  Notwithstanding the foregoing provisions
         of paragraph 1, the Employee shall be disqualified from receiving such
         severance compensation in any of the following events.:

         (a)     ACCEPTANCE OF EMPLOYMENT.  In the event that the Employee
                 accepts new or continued employment from the Employer,
                 regardless of the compensation level, benefits or other terms
                 or conditions of such employment;

         (b)     REJECTION OF EQUIVALENT EMPLOYMENT.  In the event that the
                 Employee is offered new or continued employment with the
                 Employer at a level of compensation and with benefits
                 equivalent to or better than those then governing his or her
                 employment and at a location within Fifty (50) miles of the
                 Employer's current address; or

         (c)     VIOLATION OF COVENANT.  In the event that the Employee
                 violates any term or provision of the Covenants of the
                 Employee provided in paragraph 3, below.

3.       COVENANTS OF THE EMPLOYEE.

         (a)     NON-DISPARAGEMENT, NON-DISCLOSURE AND NON-SOLICITATION.
                 Throughout the term of the Employee's employment and the
                 Severance Period thereafter (together defined as the "Covenant
                 Period") the Employee covenants and agrees that he or she:

                 (1)      Shall not directly or indirectly disparage the
                          business of the Employer, nor disclose any
                          information relating to the Employer's business,
                          processes, trade secrets, procedures, computer
                          software or any other information learned as an
                          employee of the Employer, to any person, firm or
                          corporation;

                 (2)      Shall not directly or indirectly discuss or disclose
                          to any other person, firm or corporation the names of
                          past, present or future customers or employees of the
                          Employer, where such discussion or disclosure is
                          undertaken for the purpose of soliciting the banking
                          business of any such customer or soliciting the
                          employment of any such employee.

         (b)     PROPRIETARY INFORMATION.  The Employee acknowledges that in
                 the course of his or her employment, the Employee
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                 will be making use of, acquiring and adding to the Employer's
                 confidential and proprietary information of a special and
                 unique nature and value relating to such matters as, but not
                 limited to the Employer's business operations, internal
                 structure, financial affairs, programs, software systems,
                 procedures, manuals, confidential reports, and sales and
                 marketing methods, as well as the amount, nature and type of
                 services, equipment and methods used an preferred by the
                 Employer's suppliers, and customers, all of which shall be
                 deemed to be confidential information.  The Employee
                 acknowledges that such confidential information has been and
                 will continue to be of central importance to the business of
                 the Employer and that disclosure of it or its use by others
                 could cause substantial loss to the Employer.  In
                 consideration of his anticipated and thereafter continued
                 employment by the Employer, upon acceptance hereof, the
                 Employee agrees that during the entire period of his
                 employment with the Employer, and upon and after leaving the
                 employ of the Employer for any reason whatsoever, the Employee
                 shall not, for any purpose whatsoever, directly or indirectly,
                 divulge, reveal, report, publish, transfer, or disclose to any
                 person or entity any of such confidential information which
                 was obtained by the Employee as a result of the Employee's
                 employment with the Employer, nor shall the Employee reveal to
                 any person or entity any trade secrets of the Employer, but
                 the Employee shall hold all of the same confidential and
                 inviolate.

         (c)     PROPERTY OF THE EMPLOYER.  All contracts, agreements, forms,
                 financial books, records, instruments and documents, supplier
                 lists, memoranda, data, reports, programs, software, tapes,
                 rolodexes, telephone and address books, letters, research,
                 listings, programming, and any other instruments, records or
                 documents relating or pertaining to the Employer (hereinafter
                 referred to as "Records") shall at all times be and remain the
                 property of the Employer.  Upon termination of the Employee's
                 employment with the Employer for any reason whatsoever, the
                 Employee shall return to the Employer all Records (whether
                 furnished by the Employer, by a third party or prepared by the
                 Employee), and the Employee shall neither make nor retain any
                 copies of any such Records after such termination.

         (d)     INVENTIONS AND CREATIONS.  All inventions and other creations,
                 whether or not patentable or copyrightable, and all ideas,
                 reports and other creative works, including, without
                 limitation, innovations, manuals or other materials, made or
                 conceived in whole or in part by the Employee while employed
                 by the Employer, which relate in any manner whatsoever to the
                 business, existing or proposed of the Employer or any other
                 businesses or research development effort in which the
                 Employer or any of its subsidiaries or affiliates engages
                 during the Employee's employment by the Employer, will be
                 disclosed promptly by the Employee to the Employer and shall
                 be the sole and exclusive property of the Employer.

4.       BREACH; REMEDIES.

         (a)     RIGHT TO CURE; DEFAULT.  In the event either party shall be
                 alleged to be in breach of this Agreement, written notice
                 shall be given by the other party and a Thirty (30) day
                 opportunity to cure shall be provided.  After such Thirty (30)
                 day cure period, if the breach is not cured and remains as
                 alleged, the breaching party shall be deemed in default and
                 this Agreement may be terminated by written notice to the
                 breaching or defaulting party.

         (b)     INJUNCTIVE RELIEF.  In the event of a breach of this
                 Agreement, the Employer shall be entitled to injunctive relief
                 restraining the Employee form taking or continuing any action
                 which would constitute a breach of the covenants contained
                 herein.  Such injunctive remedies shall not be exclusive and
                 shall be in addition to any and all other remedies which may
                 be available to the Employer at law or equity, including,
                 without limitation, the recovery of direct, indirect,
                 incidental, consequential and/or punitive damages.

5.       ENTIRE AGREEMENT:  This Agreement represents the entire agreement of
         the parties relating to the services of the Employee.  All prior
         negotiations between the parties are merged into this Agreement and
         there are no understandings or agreements other than those
         incorporated herein.

6.       MISCELLANEOUS.

         (a)     SEVERABILITY; COURT ENFORCEMENT.  The parties hereto covenant
                 and agree that to the extent any provisions or portion of this
                 Agreement shall be held, found or deemed to be unreasonable,
                 unlawful or unenforceable, by any Court of law, then the
                 parties hereto expressly covenant and agree that any such
                 provision or portion thereof shall be modified to the extent
                 necessary in order that any such provision or portion thereof
                 shall be legally enforceable to the fullest extent





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                 permitted by applicable law and that any court of competent
                 jurisdiction shall, and the parties hereto do hereby expressly
                 authorize any court of competent jurisdiction to, enforce any
                 such provision or portion thereof or to modify any such
                 provision thereof shall be enforced by such court to the
                 fullest extent permitted by applicable law.

         (b)     WAIVER.  The Employer and the Employee each reserve the right
                 to waive any of the terms of this Agreement which benefits the
                 party waiving same.  Any such waiver must be in a writing
                 signed by the party waiving the same.

         (c)     CHOICE OF LAW.  It is the intention of the parties hereto that
                 this Agreement shall be governed by the laws of the State of
                 Maryland.

         (d)     SUCCESSORS.  The terms of this Agreement shall inure to the
                 benefit of and be binding upon the Employer, its successors
                 and assigns, and upon the Employee, his heirs, guardians and
                 personal and legal representatives.

         (e)     GENDER.  The use of the masculine gender herein shall be
                 deemed to be or include the feminine gender, wherever
                 appropriate.

         (f)     NOTICES.  All notices, demands and other communications
                 hereunder shall be in writing and shall be deemed to have been
                 duly given if delivered personally or if sent registered or
                 certified mail, return receipt requested, properly addressed
                 and postage prepaid to the addresses set forth hereinabove.

         (g)     COUNTERPARTS.  This Agreement may be executed in one or more
                 counterparts, each of which shall be deemed to be an original,
                 but all of which together shall constitute one and the same
                 instrument.

         (h)     HEADINGS.  The Section and paragraph headings used herein are
                 for convenience and reference only and shall not enter into
                 the interpretation hereof.

         (i)     REPRESENTATION BY COUNSEL.  The parties hereto acknowledge
                 that Stephen C. Hosea, of the law firm, McNamee, Hosea,
                 Jernigan & Kim, P.A., Suite 200, 6411 Ivy Lane, Greenbelt,
                 Maryland 20770 has acted as counsel to the Employer in this
                 matter.  The parties hereto acknowledge that the Employee, for
                 the purposes of this Agreement, has sought and obtained, or
                 acknowledges his right and opportunity to seek and obtain the
                 advise of his independent legal counsel with regard to the
                 contents and interpretation of this Agreement and each party
                 hereto is fully and independently apprised of the meaning and
                 legal effect of this Agreement.

         (j)     MODIFICATIONS.  There shall be no modifications or amendment
                 of this Agreement except by written amendment hereto signed by
                 both parties.

         IN WITNESS WHEREOF this Agreement has been executed by the parties of
the day and year first above written.

WITNESS/ATTEST:                        SUBURBAN BANK OF MARYLAND
         /s/                                                   /s/
                                       
Susan J. Hansen                        By:  Winfield M. Kelly, Jr.             
-----------------------------          ----------------------------------------
                                       Winfield M. Kelly, Jr., Chairman
                                       
         /s/                                                   /s/
                                       
Susan J. Hansen                        Joseph E. Burnett                       
-----------------------------          ----------------------------------------
                                       Joseph E. Burnett, Employee