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                                                                   Exhibit 10.17
                                  KEY EMPLOYEE
                                 LIFE INSURANCE
                                    PROGRAM















                                    [LOGO]
                                    







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<PAGE>

                                                                   PLAN OVERVIEW
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PLAN OVERVIEW                       Taneytown Bank & Trust Company's Key
                                    Employee Life Insurance Program provides
                                    designated employees with a life insurance
                                    benefit for their beneficiaries.

                                    The following is a summary of the provisions
                                    of the Key Employee Insurance Program. As
                                    with any plan summary, the official
                                    controlling provisions of the plan are
                                    contained in the Split Dollar Assignment
                                    Agreement. In the case of any discrepancies,
                                    the Split Dollar Assignment Agreement will
                                    govern.

                                    The highlights of the Plan are as follows:

                                    -        Your beneficiaries will receive a
                                             benefit equal to 4x's your salary
                                             pre- and post-retirement according
                                             to your Split Dollar Assignment
                                             Agreement. This benefit will change
                                             as your compensation changes.

                                    -        You will be the owner of a
                                             Universal Life Insurance policy
                                             that the Bank will make premium
                                             payments on according to the Split
                                             Dollar Assignment Agreement.

                                    -        You will assign a portion of the
                                             death benefit and cash value of the
                                             policy to the Bank equal to
                                             cumulative premiums plus a cost of
                                             money.

                                    -        Cash value will accumulate to each
                                             participant over and above what has
                                             been assigned to the Bank based on
                                             your Split Dollar Assignment
                                             Agreement.


             
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                                                                   PLAN OVERVIEW
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ELIGIBILITY                         Executives are eligible to participate in
                                    the Plan if you have more than one year of
                                    service at the vice president level or above
                                    as approved by the compensation committee.
                                    Your eligibility as a participant will be
                                    determined based on your contribution to the
                                    growth and success of the Bank. Entry into
                                    the Plan will occur once at the beginning of
                                    each calendar year.

ENROLLMENT                          In order to participate in the Plan you
                                    must:

                                    -        Complete a life insurance
                                             application

                                    -        Complete a medical examination

                                    -        Sign the Split Dollar Assignment
                                             Agreement

YOUR BENEFIT                        Your benefit is determined annually based on
                                    a 4x's your current salary as indicated in
                                    your Split Dollar Assignment Agreement.

PLAN PARTICIPATION                  Participation in the plan is based on
                                    insurability.

RETIREMENT AGE                      Normal retirement for purposes of the plan
                                    is age 65.

POST-RETIREMENT                     You will continue to accumulate cash value
                                    and your beneficiaries will be entitled to
                                    receive a survivor benefit post-retirement
                                    equal to 4x's your final salary.

TERMINATION                         Upon termination, the Bank will continue to
                                    pay premiums in exchange for your payment of
                                    the difference between the Bank's cumulative
                                    premium payments and the Bank's cash value
                                    in the insurance policy. This payment must
                                    occur within 30 days after termination. In
                                    addition, you will have the opportunity to
                                    acquire a loan from the bank for such
                                    payment. The term of the note shall be five
                                    years and on such additional terms that
                                    comply with the then applicable standards
                                    set forth in Regulation O of the Board of
                                    Governors of the Federal Reserve System.

                                    Upon termination if a participant elects to
                                    pay the difference between premium and cash
                                    value, they will retain their life insurance
                                    coverage post-termination at 4x's final
                                    salary and the amount of cash value owned by
                                    the participant will be frozen at
                                    termination if termination occurs during the
                                    premium paying years. The participant will
                                    not have access to any cash value prior to
                                    age 62 unless approved by the Board of
                                    Directors.


                                                                               2
<PAGE>


                                                                   PLAN OVERVIEW
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BENEFICIARY DESIGNATION             You may name one or more beneficiaries in
                                    your application for insurance, and you may
                                    change your beneficiary at any time, unless
                                    an irrevocable beneficiary has been named.
                                    According to your Split Dollar Assignment
                                    Agreement, the Bank will receive a portion
                                    of the total death benefit equal to
                                    cumulative premium payments plus a cost of
                                    money and your beneficiary will receive a
                                    death benefit equal to a multiple of your
                                    salary.

TERMINATION OF COVERAGE             According to your Split Dollar Assignment
                                    Agreement, if the Bank elects to terminate
                                    the plan, you will have the option to
                                    maintain your policy by making minimum
                                    premium payments. The participant would
                                    receive and have immediate access to any
                                    cash value that has accumulated in excess of
                                    the Bank's cumulative premium payment plus a
                                    cost of money.

PARTICIPANT COSTS                   An economic benefit is created for
                                    participant due to the Bank's part in
                                    providing life insurance coverage. This
                                    economic benefit is determined by the
                                    carrier's term rates below multiplied by the
                                    amount of coverage provided divided by
                                    $1,000. For example, a 45 year old with a
                                    $100,000 benefit would have an economic
                                    benefit of $60 ($100,000 *.60 / $1,000).
                                    This amount is subject to income tax in
                                    compliance with income tax regulations.


<TABLE>
<CAPTION>

                                AGE       COST PER $1,000     AGE      COST PER $1,000
                                ---       ---------------     ---      ---------------
                              <S>             <C>            <C>           <C>
                                34              .39            50            .80
                                35              .40            51            .85
                                36              .41            52            .91
                                37              .42            53            .97
                                38              .43            54           1.03
                                39              .44            55           1.10
                                40              .45            56           1.19
                                41              .47            57           1.32
                                42              .50            58           1.47
                                43              .53            59           1.63
                                44              .56            60           1.80
                                45              .60            61           1.97
                                46              .63            62           2.15
                                47              .67            63           2.35
                                48              .71            64           2.57
                                49              .75            65           2.80
</TABLE>

                                                                               3
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                                                                   PLAN OVERVIEW
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FORFEITURE AND RESTRICTIVE          There will be a risk of forfeiture of split 
COVENANT                            dollar benefits including the cash surrender
                                    value owned by the executive if the cash    
                                    surrender value exceeds $5,000 and the      
                                    participant is in violation of the          
                                    restrictive covenant as defined in the plan 
                                    document.                                   
                                    

                                    In the event that the participant has been
                                    engaged in fraud, embezzlement, theft or
                                    commission of a felon or dishonesty in the
                                    course of his or her employment by the Bank
                                    that has damaged it; or that the participant
                                    has disclosed trade secrets of the Bank or
                                    its affiliates; or the participant is
                                    removed or prohibited from from being an
                                    institutional-affiliated party be a final
                                    order of an appropriate federal banking
                                    agency pursuant to Section 8(e) of the
                                    Federal Deposit Insurance Act or by Maryland
                                    Banking Commissioner pursuant to state law,
                                    the participant shall forfeit all rights to
                                    the policy.

                                                                               4
<PAGE>

                                                                   PLAN OVERVIEW
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<TABLE>
<CAPTION>

    Sample Executive
    ----------------------------------------------------------------------------------------------------------------------
                                    Cumulative     Corporate          Executive Cash         Executive      Executive 
        Age         Premium          Premium      Cash Value            Value              Salary @ 3%   Death Benefit
    ----------------------------------------------------------------------------------------------------------------------

     <S>         <C>              <C>              <C>                   <C>             <C>            <C>    
        49          32,973           32,973           31,623                0               84,000         336,000
        50          32,973           65,946           63,814                0               86,520         346,080
        51          32,973           98,919           97,499                0               89,116         356,462
        52          32,973          131,892          131,522                0               91,789         367,156
        53          32,973          164,865          167,524                0               94,543         378,171
        54          32,973          197,838          202,031              2,723             97,379         389,516
        55          32,973          230,811          236,414              7,764            100,300         401,202
        56            0             230,811          237,832             19,060            103,309         413,238
        57            0             230,811          239,259             31,322            106,409         425,635
        58            0             230,811          240,695             44,639            109,601         438,404
        59            0             230,811          242,139             61,258            112,889         451,556
        60            0             230,811          243,592             78,864            116,276         465,103
        61            0             230,811          245,053             97,483            119,764         479,056
        62            0             230,811          245,524            117,279            123,357         493,427
        63            0             230,811          248,003            138,346            127,058         508,230
        64            0             230,811          248,003            160,712            130,869         523,476
        65            0             230,811          248,003            184,565            134,795         523,476
</TABLE>


SITUATION 1 - If the executive terminates in YEAR 3 and elects to continue life
insurance coverage (4x's salary), they would pay the Bank $1,420 and their
portions of cash value and death benefit would be frozen at $0 and $356,462
respectively. In addition, the executive would not be subject to the restrictive
covenant. If the executive chooses to buy-out the policy from the bank in its
entirety, they will pay the bank e.g. $97,499 and assume premium payments moving
forward.

SITUATION 2 - If the executive terminates in YEAR 6 and elects to continue life
insurance coverage (4x's salary), they would not be required to make any
payments to the Bank and their portions of cash value and death benefit will be
frozen at $2,723 and $389,516 respectively. In addition, the executive would not
be subject to the restrictive covenant. If the executive chooses to buy-out the
policy from the bank in its entirety, they will pay the bank e.g. $202,031 and
assume premium payments moving forward.

SITUATION 3 - If the executive terminates in YEAR 7 and elects to continue life
insurance coverage (4x's salary), they would not be required to make any
payments to the Bank and their portions of cash value and death benefit will be
frozen at $7,764 and $401,202 respectively. In addition, the executive would be
subject to the restrictive covenant. If the executive chooses to buy-out the
policy from the bank in its entirety, they will pay the bank e.g. $236,414 and
assume premium payments moving forward.

SITUATION 4 - If the executive terminates in YEAR 10 and elects to continue life
insurance coverage (4x's salary), they would not be required to make any
payments to the Bank. Their portion of cash value (e.g. $44,639) will continue
to grow and the death benefit will be frozen at $438,404. In addition, the
executive would be subject to the restrictive covenant. If the executive chooses
to buy-out the policy from the bank in its entirety, they will pay the bank e.g.
$240,695 and assume premium payments moving forward if any.


                                                                               5
<PAGE>











                                               SPLIT DOLLAR ASSIGNMENT AGREEMENT
                                               ---------------------------------


         WHEREAS, Taneytown Bank & Trust Company has instituted a key employee
split dollar insurance program ("Key Employee Insurance Program") designed to
retain the employment of key employees;

         WHEREAS, Taneytown Bank & Trust Company caused the John Hancock Mutual
Life Insurance Company ("John Hancock") through its agent,
____________________________, to issue a universal life insurance policy, Policy
Number __________ ("Policy"), with a contract date of ________________ to
____________________ as a part of the Key Employee Insurance Program;

         WHEREAS, _____________________, hereinafter referred to as "Owner" or
"Insured" had initially received on ________________ a universal life insurance
policy in the specified amount of $_______ , the Insured, and as may be
hereinafter adjusted.

         WHEREAS, Taneytown Bank & Trust Company of 222 East Baltimore Street,
Taneytown, Maryland, hereinafter referred to as "Assignee-Owner or Bank" desires
to assist Owner in maintaining the above-described policy on the life of
____________________________, and further desires to own and receive an amount
as hereinafter described as key employee protection. Therefore, Assignee-Owner
agrees to receive, by way of this Assignment, a limited policy ownership as
hereinafter described in this Assignment; and

         WHEREAS, ____________________ has been given an illustration of said
policy prior to its issuance showing the split of net death and net cash value
in said policy based on certain assumptions and using Current Rates contained in
the illustration (a copy of which is attached to this Assignment);

         NOW THEREFORE, in consideration of the premises and mutual covenants,
agreements, representations, and warranties herein contained, the parties,
intending to be legally bound, do hereby agree as follows:





<PAGE>



         1. DEFINITIONS.

            "CASH VALUE": shall mean the policy's cash value as that term is
defined in the policy.

         2. OWNERSHIP OF POLICY. The insured of the Policy is_________________.

         3. PAYMENT OF PREMIUMS. Bank shall pay the annual premium set forth in
policy . Bank shall pay the annual premium for as long as it maintains the Key
Employee Insurance Program and the Insured is a full-time employee as of each
annual premium date. In the event Assignee-Owner discontinues the Key Employee
Insurance Program, it will promptly notify the Insured.

         4. LIMITED POLICY OWNERSHIP RIGHT.

                  (a) Assignee-Owner shall at any point in time have an interest
in said policy in an amount equal to the premiums payments and costs of funds
made on behalf of the Insured.

                  (b) Assignee-Owner alone will, to the extent of its policy
interest, receive from the Owner an amount equal to such interest upon surrender
or cancellation of the policy by the Owner or receive such interest from the
death proceeds, upon the death of the Insured.

                  (c) The Assignee-Owner shall have the right to borrow against
the Cash Value to the extent of its interest without the written consent of
Insured provided such borrowing does not cause the policy to lapse or otherwise
be canceled.

         5. OWNER'S RETAINED INCIDENTS OF OWNERSHIP. Except as to the limited
policy ownership rights specifically granted Assignee-Owner herein, or as
provided in Section 9, Owner retains all incidents of ownership (including the
right to surrender or cancel the policy) except Owner shall give Assignee-Owner
ninety (90) days' notice prior to surrendering or canceling the policy. Owner
shall not generally have the right to borrow or withdraw against the policy
without the prior written consent of the Assignee-Owner or as provided in
Paragraph 8. 



                                      -2-
<PAGE>

However, if the Owner is at least sixty-two (62) years old and the
Cash Value exceeds the Bank's interest as provided in Paragraph 4, the Owner,
without the consent of the Bank, may borrow according to the terms of the Policy
an amount up to the difference between the Cash Value and the Bank's interest.

         6. ASSIGNEE-OWNER'S COOPERATION. If the above-described policy is in
the possession of the Assignee-Owner, Assignee-Owner will, upon notice and
request, forward the policy without reasonable delay to the Insurer, if required
by the Insurer for any policy transaction or change.

         7. INSURER ACTION. The Insurer is hereby authorized to recognize either
the Assignee-Owner or the Owner's claims to rights as defined hereunder without
investigating the reason for such action or the validity or the amount of their
respective interest hereunder. The Insurer provides this assignment form solely
for the convenience of its policyholders and their counsel and is not
responsible for its legal or tax validity or effect. Insurer shall not be
responsible to account for the actual premium contributions of the parties
hereunder, but shall rely solely upon the written declaration of the parties in
any distribution or settlement of the policy's lifetime or death values.

         8. RELEASE OF ASSIGNEE-OWNER'S LIMITED OWNERSHIP INTEREST. Upon Owner's
request and upon full payment to the Assignee-Owner of its policy interest, as
earlier defined at Paragraph 4 herein, Assignee-Owner agrees to release and
reassign its then current ownership rights to the Owner. In the alternative, the
Owner may pay the Bank the difference between the Bank's cumulative premium
payment and the cash value of the Policy. In the event the Owner elects to pay
to the Bank the difference between the Bank's cumulative premium payment and the
cash value of the Policy, the Bank shall retain an interest in the Policy equal
to its cumulative costs of funds. In the event the Owner voluntarily
relinquishes his key employee position, Bank shall offer to lend the Owner an
amount equal to Assignee-Owner's interest in the policy, which amount shall be
accepted as full payment for Assignee-Owner's interest in the policy, or an
amount equal to the difference between the Bank's cumulative premium payment and
the cash value of the Policy. The term of the note shall be five years and on
such additional terms that comply with the then applicable standards set forth
in Regulation O of the Board of Governors of the Federal Reserve System. In the
event that the Owner,



                                      -3-
<PAGE>

within 30 days after voluntarily relinquishing his key employee position, does
not either borrow monies or otherwise reimburse the Bank in an amount equal to
Assignee-Owner's interest in the policy, or the difference between the Bank's
cumulative premium payment and the cash value of the Policy, the Bank may
surrender the policy and recoup its interest in the policy from the Cash Value
or, in its sole discretion, continue to maintain the policy for the purpose of
recouping its interest as set forth in Paragraph 4(a). Upon the expiration of
the 30- day period, Owner consents to and authorizes at any time the surrender
of the policy, without further action whatsoever being required by the Owner. In
the event of involuntary termination, Bank shall have the option in its sole
discretion to surrender the policy and recoup its interest in the policy from
the Cash Value. Any amounts received from John Hancock in excess of the Owner's
interest shall promptly be paid to the Owner, unless a forfeiture has occurred
as provided in Paragraph 9(a).

                  9. FORFEITURE AND RESTRICTIVE COVENANT.

                  (a) Notwithstanding anything to the contrary in this
Agreement, if the Board of Directors of the Bank finds after full consideration
of the facts presented on behalf on the Bank and the Insured; that the Insured
has been engaged in activities or omissions constituting fraud, embezzlement,
theft or the commission of a felony or dishonesty in the course of his or her
employment by the Bank that has damaged it; or that the Insured has disclosed
trade secrets of the Bank or its affiliates; the Insured is removed or
prohibited from being an institutional-affiliated party by a final order of an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act or by Maryland Banking Commissioner pursuant to state law
or the insured has violated the restrictive covenant set forth in Section 9(b),
the Insured shall thereupon forfeit all rights to the Policy. The decision of
the Bank's Board of Directors as to the cause of the Insured's discharge or
resignation from employment from the Bank shall be final for purposes of this
Agreement, but shall not affect the finality of the Insured's discharge or
resignation from employment by the Bank for any other purpose.

                  (b) In the event the Insured retired or otherwise voluntarily
terminated his or her employment with the Bank, and the Insured has an 



                                      -4-
<PAGE>

ownership interest in the Policy with a cash value in excess of $5,000, the
Insured shall not, for a period of two (2) years after termination either
directly or indirectly, either as an individual or as a proprietor, stockholder,
partner, officer, director, employee, agent, consultant or independent
contractor of any individual, partnership, corporation or other entity
(excluding an ownership interest of one percent (1%) or less in the stock of a
publicly traded company):
                  (i) become employed by, participate in, or be connected in any
manner with the ownership, management, operation, or control of any bank,
savings and loan or other similar financial institution if Insured's
responsibilities will include providing banking or other financial services in
Carroll County or Howard County or any other county or city in which the Bank
maintains an office as of the date of the termination of the Insured's
employment or if Insured regularly conducts business in or from an office or
branch in Carroll County or Howard County or any other county or city in which
Bank has an office or branch as of the date of the termination of the Insured's
employment; or

                  (ii) participate in any way in hiring or otherwise engaging,
or assist in any other person or entity in hiring or otherwise engaging, on a
temporary, part-time or permanent basis, any individual who was employed by Bank
during the one (1) year period immediately prior to the termination of the
Insured's employment; or

                  (iii) assist, advise, or serve in any capacity, representative
or otherwise, any third party in any action against the Bank or transaction
involving the Bank; or

                  (iv) sell, offer to sell, provide banking or other financial
services, assist any other person in selling or providing banking or other
financial services, or solicit or otherwise compete for, either directly or
indirectly, any orders, contract, or accounts for services of a kind or nature
like or substantially similar to the services performed or products sold by the
Bank (the preceding hereinafter referred to as "Services"), to or from any
person or entity from whom Insured or the Bank provided banking or other
financial services, sold, offered to sell or solicited orders, contracts or
accounts for Services during the two (2) year period immediately prior to the
termination of the Insured's employment; or

                                      -5-
<PAGE>

                  (v) divulge, disclose, or communicate to others in any manner
whatsoever, any confidential information of the Bank, including, but not limited
to, the names and addresses of customers of the Bank, as they may have existed
from time to time or of any of the Bank's prospective customers, work performed
or services rendered for any customer, any method and/or procedures relating to
projects or other work developed for the Bank, earnings or other information
concerning the Bank. The restrictions contained in this subparagraph (v) apply
to all information regarding the Bank, regardless of the source who provided or
compiled such information. Notwithstanding anything to the contrary, the terms
of this subparagraph (v) shall not be limited to the two (2) year restriction
set forth above and all information referred to herein shall not be disclosed
unless and until it becomes known to the general public from sources other than
Insured.

                  (c) JUDICIAL REMEDIES. In the event of a breach or a
threatened breach by Insured of any provision of these restrictions, Insured
recognizes the substantial and immediate harm that a breach or threatened breach
will impose upon the Bank, and further recognizes that in such event monetary
damages may be inadequate to fully protect Bank. Accordingly, in the event of a
breach or threatened breach of this Agreement, Insured consents to Bank's
entitlement to such EX PARTE, preliminary, interlocutory, temporary or permanent
injunctive, or any other equitable relief, protecting and fully enforcing Bank's
rights hereunder and preventing Insured from further breaching any of his
obligations set forth herein. Insured expressly waives any requirement, based on
any statute, rule of procedure, or other source, that Bank post a bond as a
condition of obtaining any of the above-described remedies. Nothing herein shall
be construed as prohibiting Bank from pursuing any other remedies available to
Bank at law or in equity for such breach or threatened breach, including the
recovery of damages from Insured. Insured expressly acknowledges and agrees
that: (i) the restrictions set forth in this Section 9 are reasonable, in terms
of scope, duration, geographic area, and otherwise, (ii) the protections
afforded Bank in this Section 9 are necessary to protect its legitimate business
interest, (iii) the restrictions set forth in this Section 9 will not be
materially adverse to Insured's ability to obtain gainful employment comparable
to Insured's employment with the Bank, and (iv) his agreement to observe such
restrictions forms a material part of the consideration for this Agreement.

                                      -6-
<PAGE>

                  (d) OVERBREADTH OF RESTRICTIVE COVENANT. It is the intention
of the parties that if any restrictive covenant in this Agreement is determined
by a court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law
as to area, breadth and duration.

         10. PREMIUM NOTICES. Notices are to be sent to the Assignee-Owner,
unless otherwise specified below:

         11. STATE LAW. This Agreement shall be subject to and governed by
Maryland Law.

         12. AMENDMENT. This Agreement may only be amended by written agreement
of the Owner and Assignee-Owner.

         IN WITNESS WHEREOF, the undersigned Owner and Assignee-Owner have
executed this Assignment this _______ day of _________________, 1998, at______.
                                               


WITNESS:

------------------------------                 --------------------------------
                                                            Owner

------------------------------                 --------------------------------
                                                      Assignee-Owner

Policy #                          ,
        --------------------------  ----------------------- 
Insured: 
        ----------------------------------------------------
Owner:
        ----------------------------------------------------
Assignee-Owner:
               ---------------------------------------------

                                      -7-
<PAGE>


         This Assignment was approved and recorded by ___________________  on
___________________, 19_____.  By:  _________________________.



                                      -8-


<PAGE>

                                   SCHEDULE I
                        TANEYTOWN BANK AND TRUST COMPANY
                       KEY EMPLOYEE LIFE INSURANCE PROGRAM


         The following persons participate in the Taneytown Bank and Trust
Company Key Employee Life Insurance Program:

Brenda Anders
Brian Etzler
Harold Eyler
Cindy Joynes
Donna Oliver
Mike Walsch



                                      -9-