Exhibit
10.2


NON-INCENTIVE
STOCK OPTION AGREEMENT

PURSUANT TO THE

EAGLE BANCORP, INC.

2006 STOCK PLAN


STOCK OPTION for a total of
___________ shares of Common Stock, par value $.01 per share, of Eagle Bancorp,
Inc. (the “Company”), which Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), is hereby granted to __________ (the “Optionee”) at the price set
forth herein, and in all respects subject to the terms, definitions and
provisions of the 2006 Stock Plan (the “Plan”) which was adopted by the Company
and which is incorporated by reference herein, receipt of which is hereby
acknowledged.


1.             Option Price.         The
Option Price is $______ for each share, being 100%/110% of the Market Value, as
determined in accordance with the provisions of the Plan, of the Common Stock
on the date of grant of this Option.


2.             Exercise of Option. This Option shall be
exercisable in accordance with provisions of the Plan as follows:


	
  (i) Schedule of rights to exercise.

  	
  Percentage of Total Grant

  That May Be Exercised

  
	
   

  	
   

  	
   

  
	
  Upon Grant

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  [Upon first
  anniversary of Grant

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  Upon second
  anniversary of Grant

  	
   

  	
  %

  
	
   

  	
   

  	
   

  
	
  Upon third
  anniversary of Grant

  	
   

  	
  %]

  



 


(ii) Method of Exercise.  This Option shall be exercisable by a written
notice by the Optionee, which shall:


(a)          State the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock is to be
registered, his or her address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);


(b)         Contain such representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Committee;


(c)          Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and


(d)         Be in writing and delivered in person or by registered or
certified mail to the Treasurer of the Company.


Payment of the purchase price of
any shares with respect to which the Option is being exercised shall be by
cash, Common Stock, or such combination of cash and Common Stock as the
Optionee elects, subject to the provisions of the Plan.  The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.


(iii) Restrictions on Exercise. 
This Option may not be exercised if the issuance of the shares upon such
exercise would constitute a violation of any applicable federal or state
securities or other law or valid regulation. 
As a condition to the Optionee’s exercise of this Option, the Company
may require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or regulation.









 



 


(iv) Restriction on Sale of Shares.  Not in limitation of any other restriction
under the Plan or applicable law or regulation, and except as otherwise
provided in the Plan, shares of Common Stock acquired upon exercise of an
Option may not be sold or otherwise disposed of before the end of a six-month
period beginning on the date the Option was granted, as stated below, except
for dispositions by bona fide gifts or transfers by will or the laws of descent
or distribution.


4.             Non-transferability of Option.  This Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution, pursuant to the terms of a “qualified
domestic relations order” or, in the sole discretion of the Committee, in
connection with a transfer for estate or retirement planning purposes to a
trust established for such purposes.  The
terms of this Option shall be binding upon the executors, administrators,
heirs, successors, and assigns of the Optionee.


5.             Term of Option. This Option may not be exercised
more than _______ years from the date of grant of this Option, as stated below,
and may be exercised during such term only in accordance with the Plan and the
terms of this Option.


	
  

  	
  1998 STOCK OPTION PLAN COMMITTEE

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant

  	
  Attest: ________________________ (Seal)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date
  (Subject to earlier termination)

  	
   

  	
   

  
						










 



 


NON-INCENTIVE STOCK OPTION EXERCISE FORM

PURSUANT TO THE

EAGLE BANCORP, INC.

STOCK PLAN


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
				



 


Treasurer

Eagle Bancorp, Inc.


Re:                               2006 Stock Plan


Dear Sir:


The undersigned elects to
exercise the Non-Incentive Stock Option to purchase                    shares, par value $.01, of Common Stock of
Eagle Bancorp, Inc. under and pursuant to a Stock Option Agreement dated                          , 2006.


Delivered herewith is a certified
or bank cashier’s or teller’s check and/or shares of Common Stock, valued at
the Market Value of the stock on the date of exercise, as set forth below.


	
   

  	
  $

  	
   

  	
   

  	
   

  	
  of cash or check

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Shares of Common Stock, valued at $________ per
  share

  
	
   

  	
  $

  	
   

  	
   

  	
   

  	
  Total

  



 


The name or names to be on the
stock certificate or certificates and the address and Social Security Number of
such person(s) is as follows:


	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security
  No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Very truly yours,