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                                  EXHIBIT 10.2

                        PATAPSCO VALLEY BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


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                        PATAPSCO VALLEY BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

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

                                 AMENDMENT NO. 1
                          ----------------------------


         WHEREAS,  the Board of Directors  and  Stockholders  of Patapsco
Valley  Bancshares,  Inc.  ("Patapsco") adopted and approved the Employee Stock
Purchase Plan (the "Plan");

         WHEREAS, Section Sixteen of the Plan authorizes the President, Chief
Operating Officer, and Chief Financial Officer of Patapsco, as the
Administrators of the Plan (the "Administrators"), to amend the Plan at any
time, provided that no amendment shall affect or impair any of the rights of an
optionee under any option heretofore granted under the Plan;

         WHEREAS, the Administrators have found that it is in the best interests
of Patapsco to amend the Plan in the manner set forth herein;

         NOW, THEREFORE, the Administrators hereby amend the Plan, effective as
of June 15, 1999, in accordance with Section Sixteen of the Plan:

         1.       Section Nine of the Plan is amended to add new Paragraph 6 as
                  follows:

                           6. Notwithstanding anything to the contrary in the
                  Plan or in any agreement upon which an option is granted
                  pursuant to the Plan, in the event of the commencement of a
                  tender offer (other than by the Corporation) for any shares of
                  the Corporation, or a sale or transfer, in one or a series of
                  transactions, of assets having a fair market value of 50% or
                  more of the fair market value of all assets of the
                  Corporation, or a merger, consolidation or share exchange
                  pursuant to which the shares of the Corporation are or may be
                  exchanged for or converted into cash, property or securities
                  of another issuer, or the liquidation of the Corporation (an
                  "Extraordinary Event"), then regardless of whether any option
                  granted pursuant to the Plan has vested or become fully
                  exercisable, all options granted pursuant to the Plan, whether
                  granted before, on, or after June 15, 1999, shall immediately
                  vest and become fully exercisable for the full number of
                  shares subject to any such option.

                           The accelerated exercise right pursuant to this
                  Paragraph 6 shall be effective on and at all times after the
                  "Event Date" of the Extraordinary Event. The "Event Date" is
                  the date of the


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                  commencement of a tender offer, if the Extraordinary Event is
                  a tender offer, and in the case of any other Extraordinary
                  Event, the day preceding the record date in respect of such
                  Extraordinary Event, or if no record date is fixed, the day
                  preceding the date as of which shareholders of record become
                  entitled to the consideration payable in respect of such
                  Extraordinary Event.

                           If in the case of an Extraordinary Event other than a
                  tender offer, notice that is given by an Optionee of the
                  exercise of an option pursuant to this Paragraph 6 prior to
                  the Event Date shall be effective on and as of the Event Date.
                  Upon the exercise of an option after the occurrence of an
                  Extraordinary Event, the Corporation shall issue, on and as of
                  the effective date of such exercise, all shares with respect
                  to which the option shall have been exercised.

                           If an Optionee fails to exercise his or her option,
                  in whole or in part, pursuant to this Paragraph 6 upon an
                  Extraordinary Event, or if there shall be any capital
                  reorganization or reclassification of the shares, the
                  Corporation shall take such action as may be necessary to
                  enable each Optionee to receive such options upon any
                  subsequent exercise of his or her options, in whole or in
                  part, in lieu of shares, securities or other assets as were
                  issuable or payable upon such Extraordinary Event in respect
                  of, or in exchange for, such shares.

         2. Nothing contained herein shall be held to alter, vary, or affect any
of the terms, provisions, or conditions of the Plan other than as stated above.

         IN WITNESS WHEREOF, the Administrators of the Plan have executed this
Amendment No. 1 to the Employee Stock Purchase Plan on this 15th day of June,
1999.

                                              /s/ John S. Whiteside
                                              --------------------------
                                              John S. Whiteside, President
                                              Patapsco Valley Bancshares, Inc.

                                              /s/ Kevin P. Huffman
                                              ---------------------------
                                              Kevin P. Huffman, COO
                                              Patapsco Valley Bancshares, Inc.

                                              /s/ Barbara M. Boczkowski
                                              ---------------------------
                                              Barbara M. Broczkowski, CFO
                                              Patapsco Valley Bancshares, Inc.


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         The Board of Directors of Patapsco  Valley  Bancshares,  Inc. duly
approved and ratified  Amendment No. 1 to the Employee Stock Purchase Plan on
June 15, 1999.

                                              /s/ Edwin B. McKee
                                              -----------------------------
                                              Edwin B. McKee, Secretary
                                              Patapsco Valley Bancshares, Inc.


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                        PATAPSCO VALLEY BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                                   SECTION ONE
                                   DEFINITIONS

                  As used herein:

                  1.       The word "Corporation" means Patapsco Valley
Bancshares,  Inc., a Maryland  corporation and, collectively, Patapsco Valley
Bancshares, Inc. and its subsidiaries.

                  2. The word "Plan" means the Patapsco Valley Bancshares, Inc.
Employee Stock Purchase Plan, as herein set forth.

                  3. The word "Employee" means an Employee of the Corporation.

                  4. The word "Optionee" means an Employee holding a stock
option under the Plan.


                                   SECTION TWO
                                    PURPOSES

                  The purposes of the Plan are:

                  1.       To encourage the sense of proprietorship on the part
of Employees;

                  2.      To recognize past valuable services of such Employees;

                  3. To furnish such Employees with further incentive to develop
and promote the business and financial success of the Corporation;

                  4. To induce such Employees to continue in the service of the
Corporation, by providing a means whereby such Employees of the Corporation may
be given an opportunity to purchase stock in the Corporation.


                                  SECTION THREE
                                 ADMINISTRATION

                  1. The Employee Stock Purchase Plan shall be administered by
the Corporation's President, Chief Operating Officer, and Chief Financial
Officer (the "Administrators").


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                  2. Options to purchase twenty thousand five hundred fifty
(20,550) shares may be granted to Employees during the first three (3) years of
the Plan. All employees shall be granted options subject to Section Four of the
Plan. All Employees granted options shall have the same rights and privileges
except that the amount of stock which will be purchased by any Employee under
such option will bear a uniform relationship to the total compensation of
Employees and no Employee may purchase more than a maximum amount of stock as
provided below:

                  Options to purchase shares shall be granted to each Employee
at the rate of one (1) share per one thousand dollars ($1,000) of the total
compensation of the Employee as reported on such Employee's Internal Revenue
Service Form W-2 for the year of the grant, subject, however, to the limitation
that no one grant to any one Employee may allow more than fifty (50) shares to
be purchased by that Employee. Each grant of options shall be effective on the
date of such grant notwithstanding that the number of shares included in the
grant is subsequently determined.

                  3. Subject to the express provisions of the Plan, the
Administrators shall also have the power and authority to construe and interpret
the Plan and the respective option agreements entered into thereunder, and to
make all other determinations necessary or advisable for administering the Plan.

                                  SECTION FOUR
                                   ELIGIBILITY

                  Options may be granted only to Employees who immediately after
the option is granted do not own stock possessing more than five percent (5%) of
the total combined voting power of all classes of the outstanding stock of the
Corporation. For this purpose the stock attribution rules in Section 424(d) of
the Internal Revenue Code of 1986 shall apply and stock which the Employee may
purchase under outstanding options shall be treated as stock owned by the
Employee. No Employee is permitted to purchase stock under all the employee
stock purchase plans of the Corporation at a rate which exceeds $25,000 in fair
market value of such stock (determined at the time the option is granted) for
each calendar year in which any such option granted to such individual is
outstanding at any time.


                                  SECTION FIVE
                             SHARES SUBJECT TO PLAN

                  The stock to be sold pursuant to options granted under this
Plan shall be authorized but unissued shares of the common stock of the
Corporation. Subject to adjustment made in accordance with Section Thirteen
hereof, the total number of shares which may be issued under this Plan shall not
exceed twenty thousand five hundred and fifty (20,550) shares. In the event any
unexercised options lapse or terminate for any reason, the shares covered
thereby may be optioned to other persons, and such lapsed or terminated options
shall not be considered in computing the total number of shares optioned. No
Employee is permitted to purchase stock under all the employee stock purchase
plans of the Corporation at a rate which exceeds $25,000


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in fair market value of such stock (determined at the time the option is
granted) for each calendar year in which any such option granted to such
individual is outstanding at any time.


                                   SECTION SIX
                                  OPTION PRICE

                  The purchase price of the shares under each option granted
pursuant to the Plan shall be eighty-five percent (85%) of the fair market value
of the stock on the date such option is granted. If the stock is listed or has
trading privileges on a national securities exchange, the fair market value
shall be the mean between the high and low selling prices on the date of the
granting of such option, or if there are no sales on that date, the mean between
the high and low selling prices on the last day prior thereto on which sales
were made. If the stock is not listed on any exchange, the fair market value of
the stock on the date such option is granted shall be determined by the
Administrators.


                                  SECTION SEVEN
                               DURATION OF OPTIONS

                  Each option granted hereunder shall expire twenty-seven (27)
months from the date the option was granted, unless sooner terminated under the
provisions of Section Eight hereof.


                                  SECTION EIGHT
                             TERMINATION OF OPTIONS

                  1. In the event of termination of the employment of an
Optionee for any cause, other than death, disability resulting in coverage under
the long-term disability Plan of the Corporation, or retirement of the Optionee,
whether by reason of resignation or discharge, each option granted such Optionee
shall terminate immediately prior to such termination.

                  2. Each option granted an Optionee shall terminate twelve (12)
months from the date of such Optionee's death, provided such Optionee at the
time of his death was in the employ of the Corporation.


                                  SECTION NINE
                               EXERCISE OF OPTIONS

                  1. Subject to the terms and conditions of the Plan, options
shall be exercised by written notice to the President of the Corporation, at the
corporation's principal office, 8593 Baltimore National Pike, Ellicott City,
Maryland, 21043, as provided in the option agreements entered into hereunder.

                  2. No option may be exercised unless and until the Optionee
shall have


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remained in the continuous employ of the Corporation for twelve (12) months from
the date such option was granted and the Optionee is an employee of the
Corporation at the time of exercise; except, however, that in the event of the
death of such Optionee while in the employ of the Corporation, or retirement of
such Optionee under the Corporation's retirement Plan within twenty-four (24)
months from the date such option was granted, such option shall become
exercisable immediately on the date of such death or retirement.

                  3. An option may be exercised either at one time as to the
total number of shares covered thereby, or from time to time as to any portion
thereof in units of ten (10) shares or multiples thereof.

                  4. On the exercise of an option, a certificate or certificates
evidencing the shares as to which the option is exercised shall be delivered to
the person exercising the option.

                  5. Subject to the limitations imposed by Sections Seven and
Eight hereof, in the event of the death of an Optionee, the option or options
theretofore granted to him may be exercised by the legal representatives of the
estate of the Optionee or by the person or persons to whom his rights under the
option or options shall pass by will or the laws of descent and distribution.

                                   SECTION TEN
                                     PAYMENT

                  Payment of the purchase price for shares purchased under
options granted under the Plan may be made in cash, by check made payable to the
order of the Corporation, with shares of the Corporation to the extent of the
fair market value of such shares, or a combination thereof, at the time of the
exercise of the option in the manner provided in Section Nine hereof.


                                 SECTION ELEVEN
                          NONTRANSFERABILITY OF OPTIONS

                  An option granted under the Plan may not be transferred except
by will or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by him.


                                 SECTION TWELVE
                        PURCHASE OF SHARES FOR INVESTMENT

                  Each Optionee and each other person who shall exercise an
option shall represent and agree that all shares purchased pursuant to such
option will be purchased for investment and not for distribution or resale
thereof.


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                                SECTION THIRTEEN
                              ADJUSTMENT OF SHARES

                  In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up, or other
change in the corporate structure or capitalization of the Corporation affecting
the Corporation's common stock as presently constituted, appropriate adjustments
shall be made by the President of the Corporation in the aggregate number and
kind of shares subject to the Plan, the maximum number and kind of shares for
which options may be granted in any calendar year, the maximum number and kind
of shares for which options may be granted to any one Employee, and the number
and kind of shares and the price per share subject to outstanding options.


                                SECTION FOURTEEN
                     REGISTRATION OR QUALIFICATION OF SHARES

                  Each option shall be subject to the condition that, if at any
time the Administrators shall determine in their discretion that the
registration or qualification of the shares covered thereby under any state or
federal law is necessary or desirable as a condition of or in connection with
the granting of such option or the delivery of shares on the exercise thereof,
no such option may be granted or, if granted, delivery of shares on the exercise
thereof shall be deferred, until such registration or qualification shall have
been effected. In the event the Administrators determine that registration or
qualification of shares is necessary or desirable, the Corporation shall, at its
expense, take such action as may be required to effect such registration or
qualification.


                                 SECTION FIFTEEN
                                 FORM OF OPTION

                  The form of option to be granted pursuant to the Plan shall be
approved by the Administrators.


                                 SECTION SIXTEEN
                  SUSPENSION, AMENDMENT, OR TERMINATION OF PLAN

                  Unless the Plan shall theretofore have been terminated by the
Administrators, the Plan shall terminate on February 17, 2008. The
Administrators shall have the right, at any time, to suspend, amend, or
terminate the Plan; provided, however, that unless duly approved by the holders
of a majority of the common stock of the Corporation no amendment shall increase
the total number of shares that shall be the subject of the Plan or change the
formula for determining the purchase price for the optioned shares, and provided
further that no termination of the Plan or action by the Administrators in
amending or suspending the Plan shall affect or impair the rights of an Optionee
under any option previously granted under the Plan.


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                  No option may be granted under the Plan during any suspension
thereof or after the  termination thereof.


                                SECTION SEVENTEEN
                             EFFECTIVE DATE OF PLAN

                  This Plan shall be submitted to the shareholders of the
Corporation at the annual meeting to be held on the 21st day of April, 1998, and
shall become operative and effective on its adoption by the shareholders of the
Corporation at such meeting.


ATTEST:                                     PATAPSCO VALLEY BANCSHARES, INC.



/s/ Edwin B. Mckee                          By /s/ Howard E. Harrison, III
------------------------                    ------------------------------------
                                               Chairman of the Board
                                               of Directors



                         APPROVAL BY BOARD OF DIRECTORS


                  The Board of Directors of Patapsco Valley Bancshares, Inc.
duly approved the within Employee Stock Purchase Plan on February 25, 1998,
subject to the further approval of the shareholders of Patapsco Valley
Bancshares, Inc.


                                               /s/ Edwin B. Mckee
                                               ---------------------------------
                                               Secretary of the
                                               Board of Directors



                            APPROVAL OF SHAREHOLDERS


                  The Shareholders of Patapsco Valley Bancshares, Inc., after
due notice, duly approved the within Employee Stock Purchase Plan on April 21,
1998, at the annual meeting.


                                                /s/ Edwin B. Mckee
                                                --------------------------------
                                                Secretary of Shareholders
                                                Meeting