EXHIBIT 4.2

                FORM OF STOCK OPTION AGREEMENT TO BE ENTERED INTO
                     WITH RESPECT TO INCENTIVE STOCK OPTIONS


<PAGE>
                             STOCK OPTION AGREEMENT
                             ----------------------

                  FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
                          OF THE INTERNAL REVENUE CODE
                                 PURSUANT TO THE
                           WHG BANCSHARES CORPORATION
                             2001 STOCK OPTION PLAN
                             ----------------------

                           FOR OFFICERS AND EMPLOYEES

         STOCK  OPTIONS  for a total  of _____  shares  of  Common  Stock of WHG
Bancshares  Corporation (the "Company"),  which Option is intended to qualify as
an  Incentive  Stock Option  under  Section 422 of the Internal  Revenue Code of
1986, as amended, is hereby granted  to_________ (the "Optionee"),  at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of the 2001 Stock Option Plan (the "Plan") adopted by the Company
which  is  incorporated  by  reference  herein,   receipt  of  which  is  hereby
acknowledged.

         1. Option Price. The Option price is $8.125 for each Share,  being 100%
            ------------
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option (November 13, 2000).

         2. Exercises of Option.  This Option shall be exercisable in accordance
            -------------------
with provisions of the Plan,  provided the holder of such Option is an employee,
director or director emeritus of the Company as of such date, as follows:

                  (a)      Schedule of Rights to Exercise.

                                                                Percentage of
                                                                Total Shares
                                                                Awarded Which
                                                              Are Exercisable/
                 Date                         Options          Non-forfeitable
                 ----                         -------          ---------------

Upon grant..................................      0                   0%
As of November 13, 2001.....................   _____               33 1/3%
As of November 13, 2002.....................   _____               66 2/3%
As of November 13, 2003.....................   _____                 100%

         Options  awarded to the Optionee shall continue to vest annually during
such period  that he serves as an  employee,  director  or director  emeritus of
Heritage Savings Bank, F.S.B. or the Company.  Notwithstanding any provisions in
this Section 2, in no event shall this Option be exercisable prior to six months
following the date of grant.  Options shall be 100% vested and exercisable  upon
the retirement, death or disability of the Optionee, or upon a Change in Control
of the Company.

<PAGE>

                  (b)      Method of Exercise.  This Option shall be exercisable
by a written notice which shall:

                             (i) 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  address  and Social
         Security  Number (or if more than one, the names,  addresses and Social
         Security Numbers of such persons);

                            (ii) 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 Company's counsel;

                           (iii) 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

                            (iv) Be  in  writing  and  delivered in person or by
         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 certified or bank  cashier's or teller's
check.  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.

                  (c) 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.

         3. Non-transferability of Option. This Option may not be transferred in
            -----------------------------
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this  Option  shall be binding  upon the  executors,  administrators,  heirs,
successors and assigns of the Optionee.

                                        2
<PAGE>

         4. Term of Option.  This Option may not be exercised more than ten (10)
            --------------
years  from the date of grant of this  Option,  as set forth  below,  and may be
exercised  during  such term only in  accordance  with the Plan and the terms of
this Option.

         5. Related  Matters.  Notwithstanding  anything herein to the contrary,
            ----------------
additional  conditions or restrictions  related to such Options may be contained
in the Plan or the resolutions of the Plan Committee  authorizing  such grant of
Options.


                                                      WHG Bancshares Corporation



Date of Grant:  November 13, 2000                     By:
                -----------------                        -----------------------



Attest:



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

[SEAL]



                                        3

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                      INCENTIVE STOCK OPTION EXERCISE FORM
                      ------------------------------------

                                 PURSUANT TO THE
                           WHG BANCSHARES CORPORATION
                             2001 STOCK OPTION PLAN


                                                          ----------------------
                                                                 (Date)


WHG Bancshares Corporation
1505 York Road
Lutherville, Maryland 21093


Dear Sir:

         The  undersigned  elects to  exercise  the  Incentive  Stock  Option to
purchase ________ shares of Common Stock of WHG Bancshares Corporation under and
pursuant to a Stock Option Agreement dated ________________.

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


                              $                      of cash or check
                               --------------------
                                                     of Common Stock
                               --------------------
                              $                      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 Number
                               -------------------------------------------------

                                                 Very truly yours,



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