EXHIBIT 4.3

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


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                             STOCK OPTION AGREEMENT
                             ----------------------

                         FOR NON-INCENTIVE STOCK OPTIONS
                                 PURSUANT TO THE
                           WHG BANCSHARES CORPORATION
                             2001 STOCK OPTION PLAN
                             ----------------------

                             NON-EMPLOYEE DIRECTORS

         STOCK  OPTIONS  for a total  of _____  shares  of  Common  Stock of WHG
Bancshares  Corporation  (the  "Company") 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.  Such Stock Options do not comply with
                                                                 ---
Options  granted  under  Section 422 of the Internal  Revenue  Code of 1986,  as
amended.

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

                  (a)      Schedule of Rights to Exercise.


                                                     Percentage of Total Shares
                                                          Awarded Which Are
            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  shall  continue  to vest  annually  provided  that such holder
remains a 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 death or disability of the
Optionee, or upon a Change in Control of the Company.


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                  (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  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
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         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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                    NON-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  Non-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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