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                                 EXHIBIT 10.1

                        PATAPSCO VALLEY BANCSHARES, INC.
                           INCENTIVE STOCK OPTION PLAN



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                        PATAPSCO VALLEY BANCSHARES, INC.
                           INCENTIVE STOCK OPTION PLAN

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

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


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

         WHEREAS, Section Sixteen of the Plan authorizes the President of
Patapsco to amend the Plan at any time, provided that no amendment shall affect
or impair any of the rights of a participant under any option heretofore granted
under the Plan; and

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

         NOW, THEREFORE, the President of Patapsco hereby amends 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 commencement of a tender offer, if the
                  Extraordinary Event is a tender offer, and in the case of any
                  other Extraordinary Event, the

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                  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 President of Patapsco has executed this
Amendment No. 1 to the Incentive Stock Option Plan on this 15th day of June,
1999.

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


         The Board of Directors of Patapsco  Valley  Bancshares,  Inc. duly
approved and ratified  Amendment No. 1 to the Incentive Stock Option 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.
                           INCENTIVE STOCK OPTION 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.
Incentive Stock Option Plan, as herein set forth.

                  3. The words "Officer/Key Employees" means the President of
the Corporation and those officers who are selected by the President of the
Corporation to receive stock options as provided in Section Three hereof.

                  4.       The word  "Optionee"  means an  Officer/Key  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  Officer/Key  Employees  who will be largely responsible for the
continued growth of the Corporation;

                  2. To recognize past valuable services of such Officer/Key
Employees;

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

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

                                  SECTION THREE
                                 ADMINISTRATION

                  1. The Incentive Stock Option Plan shall be administered by
the President of the Corporation.


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                  2. Subject to the express provisions of the Plan, the
President of the Corporation shall have full power and authority, in his
discretion, to determine initially and from time to time those Officer/Key
Employees to whom options are to be granted and, subject to the limitations
imposed by Section Five hereof, the times when such options shall be granted and
the number of shares to be covered by each option. An option to purchase one
thousand nine hundred fifty (1,950) shares shall be granted to the President
during each year of the first three (3) years of the Plan. Options to purchase
the remaining twelve thousand six hundred (12,600) shares under the Plan may be
granted only to Officer/Key Employees other than the President and shall, if
granted, be granted during the first three (3) years of the Plan.
Accomplishments of individuals in furthering the interests of the Corporation
shall be the primary guide of the President in apportioning the number of shares
to be optioned to Officer/Key Employees, but the President may take into
consideration the position held by an Officer/Key Employee, his compensation,
and other factors that the President may deem pertinent.

                  3. Subject to the express provisions of the Plan, the
President of the Corporation 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 the President of the
Corporation, and Officer/Key Employees selected in accordance with the
provisions of this Plan by the President of the Corporation, and who at the time
the option is granted does not own stock possessing more than ten percent (10%)
of the total combined voting power of all classes of the outstanding stock of
the Corporation. For this purpose the attribution of stock ownership rules
provided in section 424(d) of the Internal Revenue Code of 1986 shall apply.


                                  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 eighteen thousand four hundred fifty (18,450) shares, and the aggregate
fair market value of shares as to which an option or options may be exercised by
any one individual during any single calendar year under all plans of the
Corporation shall not have an aggregate fair market value in excess of the sum
of $100,000 determined as of the time the option(s) with respect to such stock
is granted. 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.



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                                   SECTION SIX
                                  OPTION PRICE

                  The purchase price of the shares under each option granted
pursuant to the Plan shall be not less than one hundred percent (100%) 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 President of the Corporation.


                                  SECTION SEVEN
                               DURATION OF OPTIONS

                  Each option granted hereunder shall expire on the 10th
anniversary of 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 remained in the continuous employ of the Corporation for thirty-six
(36) 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


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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 one hundred (100) 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 Officer/Key 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 President of the Corporation shall determine in his 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 President determines 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 President of the Corporation.


                                 SECTION SIXTEEN
                  SUSPENSION, AMENDMENT, OR TERMINATION OF PLAN

                  Unless the Plan shall theretofore have been terminated by the
President of the Corporation, the Plan shall terminate on February 25, 2008. The
President of the Corporation 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
President 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 Incentive Stock Option 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 Incentive Stock Option Plan on April 21,
1998, at the annual meeting.


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