Exhibit
10.4


STOCK APPRECIATION
RIGHT AGREEMENT


EAGLE BANCORP, INC.


2006 STOCK PLAN


A
STOCK APPRECIATION RIGHT (“SAR”) for an aggregate of               
shares of Common Stock (the “Award Shares”),
par value $.01 per share, of Eagle Bancorp, Inc. (the “Company”), is hereby
granted to                                             
(the “Participant”), at an exercise price of $                  
per share (the “Exercise Price”), in accordance with, and subject to the
provisions of the Company’s 2006 Stock Plan (the “Plan”), which was adopted by
the Company and which is incorporated by reference herein, receipt of which is
hereby acknowledged. Capitalized terms used but not defined herein have the
meaning ascribed to them in the Plan.


Vesting. This SAR shall vest and become exercisable in full
on December 31, 20    , subject to acceleration or
earlier vesting in whole or in part in accordance with the provisions of the
Plan.


Term.  Subject to
earlier termination in accordance with the provisions of the Plan or this
Agreement, shall be exercisable until             ,
20     (the “Termination Date”), provided, however,
that in the event of acceleration of vesting in accordance with the provisions
of the Plan, this SAR shall be exercisable until the earlier of (i) the
Termination Date or (ii) the date which is 45 days after the date of the event
resulting in the acceleration of vesting.


Exercise and Payment of
Appreciation.  Subject to the provisions of the Plan and the
provisions of this Agreement, upon exercise of all or a portion of this SAR,
the Participant shall be paid an amount equal to the excess of the then current
Market Value of the Common Stock over the Exercise Price (the “Appreciation”)
multiplied by the number of Award Shares with respect to which this SAR is
exercised (the “SAR Amount”). The SAR Amount shall be paid only in shares of
Common Stock valued at Market Value as of the date of exercise, and in no event
shall the number of shares of Common Stock issued in payment of the
Appreciation or Share Amount exceed the number of Award Shares.  The number of shares of Common Stock subject
to issuance in payment of the SAR Amount shall be determined by dividing the
SAR Amount by the Market Value as of the date of exercise and eliminating any
fractional share.  No fractional shares
shall be issued in connection with an exercise, and a Participant shall not be
entitled to receive any payment of cash in lieu of such fractional shares or
any alternative consideration or payment in respect thereof.


In the event of the Death, Disability or Retirement of
Participant, this SAR may be exercised only for that number of Award Shares as
bears the same relation to the total number of Award Shares as the period of
service from the date of grant to the date of Death, Disability or Retirement
bears to the period from the date of grant to December 31, 2008, in any event
subject to the provisions of the Plan.


Following exercise of this SAR in full (or to the extent
vested), and payment of the SAR Amount with respect to all vested Award Shares,
the Participant shall have no further rights hereunder, notwithstanding the
fact that the number of shares of Common Stock issued in payment of the Share
Amount with respect to all award Shares is less than the number of Award
Shares.


Method of
Exercise.  This SAR shall be exercisable by a written
notice by the Participant, which shall:


(a)          State the election to exercise the SAR, 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, or other matters
as may be satisfactory to the Committee;


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









 



 


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


Restrictions
on Exercise.  This SAR may not be exercised if the issuance
of Common Stock 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 Participant’s exercise
of this SAR, the Company may require the person exercising this SAR to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.


This SAR may be exercised only if
the Participant has maintained Continuous Service with the Company or an
Affiliate from the date of grant hereof through the date of exercise, except
that in the event of the Death, Disability or Retirement of the Participant,
this SAR may be exercised only if the Participant has maintained Continuous
Service with the Company or an Affiliate from the date of grant hereof through
the date of Death, Disability or Retirement.


Withholding.  The
Participant hereby agrees that the exercise of this SAR or any portion thereof
will not be effective, and no Common Stock will become transferable to the
Participant, until the Participant makes appropriate arrangements with the
Company for such tax withholding as may be required of the Company under
federal, state, or local law on account of such exercise.


Non-transferability.  This SAR
may not be transferred in any manner otherwise than by will or the laws of
descent or distribution, or pursuant to a “qualified domestic relations order”
(within the meaning of Section 414(p) of the Code and the regulations and
rulings thereunder).  The terms of this
SAR shall be binding upon the executors, administrators, heirs, successors, and
assigns of the Participant.


No
Employment Right. Nothing
in this Agreement or the Plan shall be construed as creating any contract of
employment or as conferring on Participant any legal or equitable right to
continue employment or other service with the Company or any Affiliate, or any
level of compensation.


No
Shareholder Rights.
Nothing in this Agreement or in the Plan shall be construed as conferring on
Participant any rights as a shareholder of the Company (including but not
limited the right to vote any shares or receive any cash dividends) with
respect to any Award Shares unless and until there shall have been issued
shares of Common Stock in payment of the SAR Amount.


Date of grant:                               ,
20    


	
   

  	
  EAGLE BANCORP, INC.

  
	
   

  	
  BY: THE 2006
  STOCK PLAN COMMITTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted and
  Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant

  	
   

  
					



 









 



 


STOCK
APPRECIATION RIGHT


EXERCISE FORM


PURSUANT
TO THE


EAGLE
BANCORP, INC.


2006
STOCK PLAN


 


	
  

  	
  Date

  



 


Treasurer


Eagle Bancorp, Inc.


Re:          2006 Stock Plan


Dear Sir:


The undersigned hereby gives
notice of exercise of the Stock Appreciation Right granted to the undersigned
on                     ,
20     with respect to                  
Award Shares,


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.

  	
   

  	
   

  



 


The undersigned hereby submits a
check in the amount of $              
in payment of the withholding taxes payable as a result of such exercise.


	
  

  	
  Very truly
  yours,