Exhibit 10.0


                               SERVICE AGREEMENT
                               -----------------

         AGREEMENT made this 2nd day of September, 1997, between TANEYTOWN BANK
& TRUST COMPANY, a Maryland bank and trust company (the "Bank") and TRUST
COMPANY OF AMERICA, INC., a District of Columbia corporation and trust company
(the "Trust Company"), doing business as Trust Corp. America.

         WHEREAS, the Bank desires to transfer its trust business and the
fiduciary duties and responsibilities with respect thereto to a third party
provider of such services; and

         WHEREAS, the Bank desires to have trust services provided to its
customers on a continuing basis through a referral program whereby the Bank
refers customers to a third party provider of trust services; and

         WHEREAS, the Trust Company, a provider of trust services, desires to
provide such services to customers of the Bank through assumption of the Bank's
fiduciary duties and responsibilities relating to the Bank's existing trust
accounts and through operation of a continuing referral program for future trust
business; and

         WHEREAS, the Bank and the Trust Company desire to establish the terms
and conditions of (i) an arrangement whereby the Trust Company, as successor
trustee, will assume the fiduciary responsibilities and duties with respect to
the Bank's existing trust accounts and (ii) a referral program for future trust
business.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and intending to be legally bound, the Bank and the Trust
Company agree as follows:

         1. Appointment of Successor Trustee. The Bank agrees to send notice of
the Bank's resignation as trustee and of the appointment of the Trust Company as
successor trustee to all current interested parties, including, but not limited
to, income beneficiaries and remaindermen, with respect to each trust listed on
Exhibit A, attached hereto; except, however, that, with respect to any trust the
documents relating to which do not provide for the Bank to appoint the Trust
Company as successor trustee and which trust is so designated on Exhibit A, the
Bank shall use its best efforts to cooperate with the Trust Company to, if
permissible under the terms of the trust, petition the court having jurisdiction
over the subject trust to appoint the Trust Company as successor trustee, as may
be required pursuant to law, including, but not limited to Section 15-1A-01 et.
seq. of the Annotated Code of Maryland. The costs associated with the
appointment of the Trust Company as successor trustee such as the legal expenses
and the mailing of required notices shall be born by the Trust Company. The Bank
shall cooperate with Trust Company to provide reasonably requested information.


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         2. Services to be Provided. The Trust Company agrees to provide trust
services to customers of the Bank, including but not limited to, those services
set forth on Exhibit B, attached hereto and made a part hereof. The Trust
Company will provide trust services to customers of the Bank, who are currently
provided such services by the Bank and to customers of the Bank, who are
referred to the Trust Company by the Bank and who choose to accept provision of
trust services by the Trust Company. The Bank and the Trust Company may mutually
agree on additional trust services to be provided from time to time, which
services the parties shall add to Exhibit B.

         The Trust Company agrees to meet with customers of the Bank and to
discuss the provision of trust services with such customers. The Trust Company
agrees to meet with such customers at its own offices, at the branch offices of
the Bank, or such other locations as may be convenient for Bank customers, in
order to assist the Bank customers in establishing such trust relationships as
they desire in accordance with each Bank customer's particular needs.

         The Trust Company agrees to provide forms of trust agreements to the
Bank and to Bank customers. Customers of the Trust Company may use the Trust
Company's forms, as provided, or may use such other documents as may be prepared
by the customer's own legal counsel, which documents are acceptable to the Trust
Company. In addition, at the Bank's option, the Trust Company will make
appropriate computer software available to the Bank and to Bank customers to
permit access to information in a read only basis with respect to the trust
services provided by the Trust Company. The Bank agrees to reimburse the Trust
Company for the reasonable cost of such software and for the expenses related
thereto. The Trust Company agrees to provide information with respect to the
trust services by telephone or by facsimile, at no cost, to the Bank and to Bank
customers.

         3. Schedule of Trust Service Fees. The Trust Company agrees to charge
fees to the Bank customers for the trust services, as set forth in Exhibit C to
this Agreement. The fees set forth in Exhibit C are the Trust Company's fees as
of the date hereof. The Trust Company reserves the right to adjust, from time to
time, the fees set forth in Exhibit C. Any updated fee schedule shall be
provided by the Trust Company to the Bank, in writing at least 30 days before
the effective date of such updated fee schedule, and shall, without further
action by the parties, amend Exhibit C, effective as of the date set forth on
such updated fee schedule, and shall be considered a part of this Agreement.
However, the fees charged to Bank customers, to whom the Bank currently provides
trust services and for whom the Trust Company shall be successor trustee, shall
continue at the rates such fees were charged by the Bank on the date of Closing,
as defined in paragraph 10, for a period of at least one year from the date of
Closing unless mutually agreed to.

         4. Referral Services. The Bank agrees to refer potential trust service
customers, identified by the Bank, to the Trust Company and to make certain
facilities at Bank branches available to the Trust Company for meeting with Bank
trust clients. The Trust Company agrees that

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marketing of trust services to the Bank's customers shall be at the discretion
of the Bank. No financial information of Bank customers shall be disclosed to
the Trust Company without the consent of such customers.

         5. Schedule of Referral Fees. In consideration for the services
rendered by the Bank in referring customers to the Trust Company and for making
certain services and facilities available to the Trust Company, the Trust
Company hereby agrees to pay certain referral fees to the Bank all in accordance
with the schedule attached as Exhibit D hereto and incorporated herein in its
entirety. The Trust Company shall also pay referral fees to the Bank for
referrals made by persons or entities contained on the Referral List as listed
on Exhibit E and Bank employees, directors or advisory board members. The Bank
shall promptly notify Trust Company of any additions or deletions to the Exhibit
E. In the event that the Trust Company does not have a previous commercial
relationship with the proposed addition, such addition shall be effective
immediately.

         6. Services to be Provided by the Bank. The Bank agrees to (i) refer
customers of the Bank to the Trust Company, (ii) to distribute Trust Company
marketing materials to Bank customers, (iii) to provide space at the offices of
the Bank for meetings between trust service customers or prospective customers,
as the case may be, and a trust officer of the Trust Company and (iv) to provide
an administrative assistant, in the employ of the Bank, who shall dedicate up to
20 hours per week to serving as a liaison between the Bank's existing and
potential trust customers and the Trust Company. Commencing on the Closing Date,
the Trust Company agrees to compensate the Bank in the amount of $3,500.00 per
quarter for, among other things, the continuing assistance of the administrative
assistant. The Trust Company shall have the right to terminate this arrangement
upon 30 days' notice at any time commencing two years after the date of this
Agreement.

         7. Representations and Warranties of the Trust Company. The Trust
Company represents and warrants to the Bank as follows:

         (i) The Trust Company has all requisite corporate power and authority
         to enter into and perform all of the obligations under this Agreement.
         The execution and delivery of this Agreement and the performance of the
         transactions contemplated herein have been duly and validly authorized
         by the Board of Directors of the Trust Company and, the Trust Company
         has taken all corporate action necessary on its part to authorize this
         Agreement and the performance of the transactions contemplated herein.
         This Agreement has been duly executed and delivered by the Trust
         Company and assuming due authorization, execution and delivery by the
         Bank, constitutes a valid and binding obligation of the Trust Company,
         enforceable against it in accordance with its terms, subject to
         bankruptcy, insolvency, and other laws of general applicability
         relating to or affecting creditors' rights and general equity
         principles. Neither the execution and delivery of this Agreement nor
         consummation of the transactions contemplated hereby nor compliance
         with any of the provisions hereof shall (a) conflict with or result in
         a breach of any provisions of the Article of Incorporation or Bylaws

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         of the Trust Company, (b) constitute or result in a material breach of
         any term, condition or provisions of, or constitute a default under or
         give rise to any right of termination, cancellation or acceleration
         with respect to, or result in the creation of any lien, charge or
         encumbrance upon any property or asset of the Trust Company pursuant to
         any note, bond, mortgage, indenture, license, agreement or other
         instrument or obligation, or (c) violate any order, writ, injunction,
         decree, statute, rule or regulation applicable to the Trust Company.

         (ii) The Trust Company is a duly organized District of Columbia Trust
         Company, validly existing and in good standing under the laws of the
         District of Columbia. The Trust Company (a) has full power and
         authority to carry out its business as now conducted and (b) is duly
         qualified to do business in the states of the United States and foreign
         jurisdictions where the conduct of its business requires such
         qualification and where failure to so qualify would have a material
         adverse effect on the financial condition, results of operations,
         business or prospects of the Trust Company.

         (iii) The Trust Company owns no subsidiaries directly or indirectly.

         (iv) Except where noncompliance would not have a material adverse
         effect upon the condition (financial or otherwise), assets,
         liabilities, business, operations or future prospects of the Trust
         Company: (a) the Trust Company is in compliance with all statutes,
         laws, ordinances, rules, regulations, judgments, orders, decrees,
         directives, consent agreements, memoranda of understanding, permits,
         concessions, grants, franchises, licenses, and other governmental
         authorizations or approvals applicable to the Trust Company or any of
         its properties; and (b) all permits, concessions, grants, franchises,
         licenses and other governmental authorizations and approvals necessary
         for the conduct of the business of the Trust Company, as presently
         conducted have been duly obtained and are in full force and effect and
         there are no proceedings pending, or to the knowledge of the Trust
         Company threatened, which may result in the revocation, cancellation,
         suspension or materially adverse modification of any such permits,
         concessions, grants, franchises, licenses and other governmental
         authorizations and approvals.

         8. Representations and Warranties of the Bank. The Bank represents and
warrants to the Trust Company as follows:

         (i) The Bank has all requisite corporate power and authority to enter
         into and perform all of the obligations under this Agreement. The
         execution and delivery of this Agreement and the performance of the
         transactions contemplated herein have been duly and validly authorized
         by the Board of Directors of the Bank and, the Bank has taken all
         corporate action necessary on its part to authorize this Agreement and
         the performance of the transactions contemplated herein. This Agreement
         has been duly executed and delivered by the Bank and assuming due
         authorization, execution and delivery by the Trust Company, constitutes
         a

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         valid and binding obligation of the Bank, enforceable against it in
         accordance with its terms, subject to bankruptcy, insolvency, and other
         laws of general applicability relating to or affecting creditors'
         rights and general equity principles. Neither the execution and
         delivery of this Agreement nor consummation of the transactions
         contemplated hereby nor compliance with any of the provisions hereof
         shall (a) conflict with or result in a breach of any provisions of the
         Article of Incorporation or Bylaws of the Bank, (b) constitute or
         result in a material breach of any term, condition or provisions of, or
         constitute a default under or give rise to any right of termination,
         cancellation or acceleration with respect to, or result in the creation
         of any lien, charge or encumbrance upon any property or asset of the
         Bank pursuant to any note, bond, mortgage, indenture, license,
         agreement or other instrument or obligation, or (c) violate any order,
         writ, injunction, decree, statute, rule or regulation applicable to the
         Bank.

         (ii) The Bank is a duly organized Maryland Bank, validly existing and
         in good standing under the laws of the State of Maryland. The Bank (a)
         has full power and authority to carry out its business as now conducted
         and (b) is duly qualified to do business in the states of the United
         States and foreign jurisdictions where its business requires such
         qualification and where the failure to so qualify would have a material
         adverse effect on the financial condition, results of operations,
         business or prospects of the Bank.

         (iv) Except where noncompliance would not have a material adverse
         effect upon the condition (financial or otherwise), assets,
         liabilities, business, operations or future prospects of the Bank: (a)
         the Bank is in compliance with all statutes, laws, ordinances, rules,
         regulations, judgments, orders, decrees, directives, consent
         agreements, memoranda of understanding, permits, concessions, grants,
         franchises, licenses, and other governmental authorizations or
         approvals applicable to the Bank or any of its properties; and (b) all
         permits, concessions, grants, franchises, licenses and other
         governmental authorizations and approvals necessary for the conduct of
         the business of the Bank, as presently conducted have been duly
         obtained and are in full force and effect and there are no proceedings
         pending, or to the knowledge of the Bank threatened, which may result
         in the revocation, cancellation, suspension or materially adverse
         modification of any such permits, concessions, grants, franchises,
         licenses and other governmental authorizations and approvals.

         9. Conditions Precedent. The obligation of the parties to consummate
the transactions contemplated hereunder is subject to the satisfaction of each
of the following conditions prior to or as of the Closing, except to the extent
that any such conditions shall have been waived by the parties in writing:

         (i) The parties hereto shall have received all regulatory and judicial
         approvals required in connection with the transactions contemplated by
         this Agreement and all notice periods,

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         if any and waiting periods, if any, required after the granting of such
         approval shall have passed;

         (ii) No action, suit or proceeding shall be pending or threatened
         before any federal, state or local court or governmental authority or
         before any arbitration tribunal that seeks to modify, enjoin or
         prohibit or otherwise adversely and materially affect the transactions
         contemplated by this Agreement;

         (iii) All the representations and warranties of each of the Bank and
         the Trust Company, as set forth in this Agreement, shall be true and
         correct in all material respects as of the Closing, as if made on such
         date (or on the date to which it relates in the case of any
         representation or warranty that expressly relates to an earlier date);

         (iv) Opinion of special counsel for the Trust Company that the Trust
         Company is chartered under the laws of the District of Columbia and is
         authorized to do business under the terms of this Agreement; and

         (v) Each of the Bank and Trust Company shall have delivered to the
         other party a certificate, signed by an authorized executive officer of
         such entity, verifying that, to the best of their knowledge after
         reasonable investigation, all of the representations and warranties of
         the respective entity, set forth in this Agreement, are true and
         correct in all material respects as of the Closing and that the
         respective company has performed in all material respects each of the
         covenants required to be performed by it under this Agreement and that
         all consents and authorizations necessary to permit this Agreement to
         be consummated have been received.

         10. Closing. Provided that all conditions precedent set forth in this
Agreement shall have been satisfied or shall have been waived in accordance with
the terms of this Agreement, the parties shall hold a closing (the "Closing") on
September 30, 1997.

         11. Expenses. Except as set forth in paragraph 6 of this Agreement,
each party shall pay its own expenses incurred in connection with this Agreement
and the consummation of the transactions contemplated herein.

         12. Confidentiality of Records. The Trust Company agrees and
acknowledges that all information and material pertaining to the Bank's
customers and clients to which the Trust Company may, in a performance of its
duties hereunder, have access, shall be considered strictly confidential. The
Trust Company agrees further: (i) to keep strictly confidential and hold in
trust any and all such information and not to disclose such information to any
third party, including any of its affiliates, without the express prior written
consent of the Bank or the customer; as the case may be, and (ii) to use the
information provided by the Bank only for purposes of performing its duties and

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obligations under this Agreement. The Trust Company acknowledges that the
disclosure of any confidential information to it by the Bank is made in reliance
upon the Trust Company's representations and covenants in this Agreement. This
paragraph 12 of the Agreement shall survive the expiration, termination or
non-renewal of this Agreement by either party for any reason whatsoever.

         13.      Indemnification.

         (i) The Trust Company agrees to indemnify and save harmless the Bank,
         its officers, directors, agents, successors, affiliates and assigns
         from any and all liabilities related to or arising from the Trust
         Company's acts or failure to act in connection with trust services
         provided to customers of the Bank, including, but not limited to, any
         amounts claimed due under any federal or state laws, and any costs,
         expenses or damages sustained by the Bank by reason of any such claims,
         including amounts paid by the Bank and any successors thereto as
         attorneys fees, fines, penalties, interest or otherwise;

         (ii) The Trust Company, for itself and its successors and assigns,
         hereby agrees to indemnify and save harmless the Bank, its officers,
         directors, agents, successors, affiliates and assigns, separately and
         collectively, from any and all manner of actions, claims, causes of
         action, suits, demands, accounts, damages, and judgements, whether
         known or unknown, liquidated or unliquidated, fixed or contingent,
         direct or indirect, by reason of the Trust Company's actions as trustee
         and or in connection with the provision or prospective provision of
         trust services hereunder.

         (iii) The Bank agrees to indemnify and save harmless the Trust Company,
         its officers, directors, agents, successors, affiliates and assigns
         from any and all liabilities related to or arising from the Bank's acts
         or failure to act in connection with trust services provided to
         customers of the Bank, including, but not limited to, any amounts
         claimed due under any federal or state laws, and any costs, expenses or
         damages sustained by the Trust Company by reason of any such claims,
         including amounts paid by the Trust Company and any successors thereto
         as attorneys fees, fines, penalties, interest or otherwise; and

         (iv) The Bank, for itself and its successors and assigns, hereby agrees
         to indemnify and save harmless the Trust Company, its officers,
         directors, agents, successors, affiliates and assigns, separately and
         collectively, from any and all manner of actions, claims, causes of
         action, suits, demands, accounts, damages, and judgements, whether
         known or unknown, liquidated or unliquidated, fixed or contingent,
         direct or indirect, by reason of the Bank's actions as trustee.


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         14. Not a Joint Venture. The parties hereto agree that they are not
engaged in a joint venture. The use of Bank employees to assist in the
introduction of the Bank's customer to the Trust Company is not to be construed
to create a joint venture.

         15. Term. This Agreement shall remain in effect for one (1) year from
the date hereof, unless further extended or sooner terminated as herein
provided. Subject to the subsequent provisions, upon expiration of the term
hereof, the term shall be automatically extended for another twelve (12) full
calender months, and upon expiration of each subsequent twelve (12) full
calender months thereafter the term of this Agreement shall be likewise extended
for an additional twelve (12) full calender months. Such extension of this
Agreement's term shall be automatic unless either the Bank or the Trust Company
provides the other party with written notice of its intention not to extend this
Agreement, which written notice shall be given by the respective party not less
than ninety (90) days before the expiration of the current twelve (12) month
term. The termination of this Agreement shall not affect (i) the
responsibilities of the parties under this Agreement up to and until the date of
termination, or (ii) the responsibility of the Trust Company to continue to pay
the appropriate successor trustee fee or referral fee, as set forth on Exhibit
D, to the Bank for trust services and referrals, as the case may be, transferred
to the Trust Company during the term of this Agreement; provided, however, in
the event the Trust Company ceases to provide Trust Services to those certain
Trust accounts as successor trustee, Trust Company shall pay Bank an amount
equal to the first year's trust services fees minus any fee paid pursuant to
Schedule D.

         16. Remedy for Breach. In the event of a breach or a threatened breach
by Trust Company of any provision of this Agreement, Trust Company 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
will be inadequate to fully protect The Bank. Accordingly, in the event of a
breach or threatened breach of this Agreement, Trust Company consents to The
Bank's entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and fully
enforcing The Bank's rights hereunder and preventing Trust Company from further
breaching any of Trust Company's obligations set forth herein. Trust Company
expressly waives any requirement based on any statute, rule of procedure, or
other source, that The Bank post a bond as a condition of obtaining any of the
above-described remedies. Nothing herein shall be construed as prohibiting The
Bank from pursuing any other remedies available to The Bank at law or in equity
for such breach or threatened breach, including the recovery of damages from
Trust Company.

         17. Whole Agreement; Modification. There are no other agreements or
understandings, written or oral, between the parties regarding this Agreement,
the Exhibits and the Schedules, other than as set forth herein. This Agreement
shall not be modified or amended except by a written document executed by both
parties to this Agreement, and such written modification(s) shall be attached
hereto.


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         18. Assignment. Neither party may assign this Agreement or the rights
and responsibilities hereunder, except with the consent of the other party which
shall not be unreasonably withheld. Any assignment in contravention of this
paragraph shall be null and void.

         19. Notices. All notices required or permitted by this Agreement shall
be in written form and shall be sent by registered or certified mail, return
receipt requested, as follows:

             To The Bank:              Taneytown Bank & Trust Company
                                        222 East Baltimore Street
                                        Taneytown, Maryland 21787
                                       Attention: Michael K. Walsch,
                                                  Executive Vice President
                                                  and Chief Operating Officer

             with copies to:           Paul A. Adams, Esquire
                                       Shumaker Williams, P.C.
                                       P. O. Box 88
                                       Harrisburg, PA  17108

             To Trust Company:         Trust Company of America, Inc.
                                       Suite 450
                                       5301 Wisconsin Avenue
                                       Chevy Chase, MD 20815
                                       Attention: William T. Russell, President

             with copies to:           Edward L. Lublin, Esquire
                                       Manatt, Phelps & Phillips, LLP
                                       1501 M Street, N.W.
                                       Suite 700
                                       Washington, DC  20005-1702


         20. Waiver of provisions. Any waiver of any terms and conditions hereof
must be in writing, and signed by the parties hereto. The waiver of any of the
terms and conditions of this Agreement shall not be construed as a waiver of any
other terms and conditions hereof.

         21. Governing Law. The validity, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland.

         22. Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall to any extent be deemed
invalid, void or unenforceable, such provision or such application, as the case
may be, shall be treated as severable from the remainder

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of this Agreement, and the remaining provisions of this Agreement shall not be
affected thereby, and each other term and provision of this Agreement shall
remain in full force and effect.

         23. Attorney Fees. If any arbitration, legal action or other proceeding
is commenced regarding this Agreement, the losing party shall pay to the
prevailing party the prevailing party's actual attorneys' fees and expenses
incurred in the preparation for conduct of or appeal or enforcement of judgment
from the proceeding. The phrase "prevailing party" shall mean the party who is
determined in the proceeding to have prevailed or who prevails by dismissal,
default, settlement or otherwise.

         24. Advice of Counsel. Both parties acknowledge that they have had an
opportunity to review this Agreement with counsel of their respective choice and
that an interpretation or ambiguity contained herein shall not be interpreted or
clarified against the party drafting this Agreement.

         25. Headings. The headings used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


ATTEST:                          TANEYTOWN BANK & TRUST COMPANY


/s/ Kathleen A. Ford             /s/ Michael K. Walsch
----------------------------     ------------------------------
Assistant Secretary              Michael K. Walsch, Executive Vice President/CFO


ATTEST:                          THE TRUST COMPANY OF AMERICA, INC.

/s/ Michael C. Morgan            /s/ William T. Russell
----------------------------     ------------------------------
                                 William T. Russell, President


     EXHIBITS:

         A        Taneytown Bank & Trust Company Trust Service Customers.
         B        Schedule of Trust Services.
         C        Schedule of Trust Service Fees.
         D        Schedule of Referral Fees.
         E        Referral List

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                                    EXHIBIT A
                                    ---------

David M. Abramson Self-Directed IRA
Angela B. Shaeffer Trust U/W
David A. Akehurst Self-Directed IRA
American Textile Manufacturers Institute Inc. SERP
E. Elwood Baumgardner Trust U/W
E. Elwood Baumgardner Trust U/A
Barbara E. Crapster Investment Management
Charles E. Bode Self-Directed IRA
E. Sterling Brown Trust U/W
Albert Z. Buchen Trust U/W
Mark J. Case Trust U/A
Elizabeth S. Clopper Custody
Richard R. Clopper Custody
Carroll Lutheran Village Custody
Frank C. & Norma W. Cobourn Irrev. Trust U/A
Norma W. Cobourn Self-Directed IRA
Louis R. Crapster Trust U/W
Leah S. Crouse Trust U/W
Robert V. Deltuva Self-Directed IRA
Harvey B. Dickinson Trust U/W
Raymond W. & Helen W. Dixon Trust U/A
James W. Duke Grandchildren's Trust U/W
James W. Duke GST-Exempt Marital Trust U/W
Diane Zell Custody
Florence A. Currey Trust U/W
Nina M. Fuhrman Self-Directed IRA
Alice C. Fuss Trust
Merwyn C. Fuss Trust U/W
S. Viola Trust U/A
Larry R. Garber Self-Directed IRA
Shirley I. Garber Self-Directed IRA
Roy E. Garner Trust U/A
E. Preston Green Trust U/A
Jeanne E. Green Trust U/A
Gerald E. Griffin Trust U/A
Hubert H. Harker Trust U/W
Mildred Price Harris Trust U/A
Helen K. Hively Trust U/W FBO Mary V.  McLatchey
Helen K. Hively Trust U/W FBO J.  Phillips King, Jr.
Russell H. Hoover Trust U/A
Frances Hueg Revocable Trust U/A
Julia C. Ingram Self-Directed IRA
Joseph T. Harris Trust U/W FBO Marie G.  Harris
Joseph T. Harris Trust U/W FBO Marie S.A.F. Smith
Marguerite A. Leppo Trust U/A
S. Estella Leppo Trust U/W
Gladys D. Logan Trust U/W
Reynaldo P. Madrinan, M.D. Self-Directed IRA
Howard S. Maxwell Self-Directed IRA
Martha I. Reed Trust U/W
Catherine S. Myers GST Exempt Trust U/W
         (3 Shares-A,B,C)
Homer Y. Myers 2nd Trust U/W
Francis W. Neubauer Self-Directed IRA
Laura M. Neubauer Self-Directed IRA
James C. & Larue S.  Parrish Trust U/A
Elizabeth F. C. Pearson Trust U/W
Stephen Pipkin Trust
Richard R. Bennett Trust U/W FBO John S.  Bennett
Richard R. Bennett Trust U/W FBO Lou S.B. Hoover
Matilda A. Rohrbaugh Trust U/W
Robert R. Cox Trust U/A
Norris L. Sandridge Self-Directed IRA
Francis E. Shaum Trust
William J. Singleton Guardianship Agency
Samuel E. Stambaugh Trust U/W
Russell O. Snyder Trust U/W
John J. Stammero Self-Directed IRA
Summit Electric Co. Profit Sharing Trust Agency
Peter C. Taylor Self-Directed IRA
Paul Bennett Thomas Trust U/A
Trinity Evangelical Lutheran Church - Cemetery Trust
Trinity Evangelical Lutheran Church - General Trust
Taylor Manor Hospital Savings Plan
         Balanced Fund
         Fixed Income Fund
         Growth Stock Fund
June C. & David J. Toth Investment Agency
Troy Thomas Meyer Trust U/A
Union Cemetery Association of Keysville, Inc.
Mary Louise Wareheim Trust U/A
Eric B. Waskey Self-Directed IRA
Wilhelmina A.E. Stiegler Trust U/A
Webster Cash Smith, Jr. Trust U/A
W. Edgar Fink Trust U/W
Elmer G. & Jean R. Worthley Trust U/A
Estella M. Yingling Trust U/A
Bryce Zell Self-Directed IRA
Diane Zell Self-Directed IRA
Mae H. Zentz Revocable Trust U/A
Robert L. Zentz Revocable Trust U/A

                                       25


<PAGE>

                            LETTER OF UNDERSTANDING

                                   EXHIBIT B

SERVICES
--------------------------------------------------------------------------------

AGENT FOR FIDUCIARIES

Investment, administrative and accounting services for personal representatives
and trustees.

ASSET ALLOCATION ACCOUNTS

Custom-tailored portfolios; investments in no-load mutual funds and annuities.

CORPORATE AND INSTITUTIONAL TRUSTS, CHARITABLE REMAINDER & ANNUITY TRUSTS

Management and administration of foundations, charitable trusts and bequests.

ESTATE PLANNING AND SETTLEMENT

Planning with your attorney or accountant for disposition of assets at death;
protect, manage and distribute assets according to a will or trust.

INVESTMENT MANAGEMENT

Professional management of the investment portfolio, including custody and
record keeping.

IRA / PENSION ROLLOVERS, ESOPs

Help defer income taxes related to distributions, manage employee benefit plans.

LIVING TRUSTS

Professional management of property, record keeping and protection of assets.

TRUSTS UNDER WILL

Expert long-term management of your estate and continuity of service for your
beneficiaries.

CUSTODY ACCOUNTS, LIFE INSURANCE TRUSTS

Financial administration, safekeeping, record keeping, accounting, income
collection, execution of trades, securities clearing.

TRUSTS OF REAL ESTATE

Professional management of trusts holding real estate.

                                       26


<PAGE>

                            LETTER OF UNDERSTANDING

                                   EXHIBIT C

Annual fee on market value of assets:
     Custody Accounts ($500.00 minimum fee)                              0.15%
     Unbundled Services(1)--includes investment
          management oversight and Corporate
          fiduciary services in conjunction with
          a customer designated investment advisor                       0.50%
            (other customer specified services individually priced)

Standard Document Fee--includes basic forms of Will,
          Revocable Trust, Life Insurance Trust,
          Educational Trust, Charitable Remainder Trust                  $500.
Initial Setup Fee--applies to all funded accounts                        $250.
Annual Maintenance Fee--Life Insurance Trusts only                       $150.

Annual Income Tax Service--where elected                                 $250.
Transaction Fees--where applicable(2)(3)                                 $ 25.
Miscellaneous Expenses--Trust Company will pass through
           to customer account all out of pocket charges
           incurred in handling administrative manners
Account Termination Fee(4)                                               2.00%




----------
(1)  Separate fee pass through/a la carte money manager not included/will vary
     depending on independent money manager fee schedule.
(2)  Applies to Custody Accounts, Life Insurance Trusts and Dormant Trusts.
(3)  Plus out-of-pocket expense for Custody Accounts.
(4)  Based on market value of assets: minimum - $1,000.00.

                                       27

<PAGE>

                                                                       EXHIBIT D



1.       Calculation and Payment of Successor Trustee Fees - Trust Company will
         pay the Bank fees for all assets transferred by the Bank to the Trust
         Company as follows:

         (a)      60% of the fees earned on the transferred assets placed into a
                  trust account determined as for the calendar quarters ended
                  March 31, June 30, September 30, and December 31 prorated over
                  the twelve-month period which begins with the inception of the
                  trust plus

         (b)      10% of the fees earned per year thereafter.


2.       Calculation and Payment of Referral Fees - Trust Company will pay the
         Bank referral fees for all assets referred by the Bank to the Trust
         Company as follows:

         (a)      40% of the fees earned on the referred assets placed into a
                  trust account determined as for the calendar quarters ended
                  March 31, June 30, September 30, and December 31 prorated over
                  the twelve-month period which begins with the inception of the
                  trust plus

         (b)      10% of the fees earned per year thereafter.

                                       28


<PAGE>

                                    EXHIBIT E

                                  REFERRAL LIST
                                  -------------

William B. Dulany, Esquire              Charles O. Fisher, Esquire
Amber Dahlgreen Curtis, Esquire         Richard C. Murray, Esquire
DULANY & LEAHY                          WALSH & FISHER
127 East Main Street                    179 East Main Street
Westminster, MD 21157                   Westminster, MD 21157

James W. Davis, Esquire                 Courtney A. Blair
Daniel Murphy, Esquire                  MILES & STOCKBRIDGE
DAVIS & MURPHY                          9881 Broken Land Parkway
237 East Main Street                    Suite 400
Westminster, MD 21157                   Columbia, MD 21046-1153

Robin L. Weiss, Esquire                 David Eberhardt
5238 Stone Bridge Way                   MILES & STOCKBRIDGE
Sykesville, MD 21787                    9881 Broken Land Parkway
                                        Suite 400
Jeffrey D. Scott, Esquire               Columbia, MD 21046-1153
239 East Main Street
Westminster, MD 21157                   Ellen Kaplow
                                        MILES & STOCKBRIDGE
William J. Nicholas                     9881 Broken Land Parkway
NICHOLAS & ASSOCIATES, INC.             Suite 400
3440 Ellicott Center Drive              Columbia, MD 21046-1153
Suite 203
Ellicott City, MD 21043
                                        Harvey Steinman
R. Neal Hoffman                         MILES & STOCKBRIDGE
E. Ronald Comfort, Esquire              9881 Broken Land Parkway
HOFFMAN & COMFORT                       Suite 400
24 North Court Street                   Columbia, MD 21046-1153
Westminster, MD 21157
                                        Bruce Taub
Richard V. Boswell, Esquire             SHAPIRO & O'LANDER
Charles E. Stoner                       10320 Little Patuxent Parkway
Charles M. Preston, Esquire             Suite 608
David H. Pratt                          Columbia, MD 21044
Michael G. Ritchey
STONER, PRESTON & BOSWELL
188 East Main Street
Westminster, MD 21157

                                       29

<PAGE>

John Baum                               Marvin Hurwitz
SHAPIRO & O'LANDER                      INVESTORS MARKETPLACE
36 South Charles Street                 TANEYTOWN BANK & TRUST COMPANY
Baltimore, MD 21201-3147                222 East Baltimore Street
                                        Taneytown, MD 21787-0491

Lee Riley
SHAPIRO & O'LANDER                      Taneytown Bank & Trust Insurance Center
36 South Charles Street                 FRANEY, PARR & ASSOCIATES
Baltimore, MD 21201-3147                9901 Business Parkway
                                        Lanham, MD 20706

Jay Gullo
NEW WINDSOR                             Wesley D. Blakeslee
105 Green Valley Road                   104 East Main Street
P.O. Box 299                            Westminister, MD  21157
New Windsor, MD 21776

                                        Jeff Griffith
Rich Davis                              147 East Main Street
OBER, KALER, GRIMES                     Westminister, MD  21157
120 East Baltimore Street
Baltimore, MD 21202-1643                Robert H. Lennon
                                        6 East Main Street
Darlene Margolies                       Westminister, MD  21157
OBER, KALER, GRIMES
120 East Baltimore Street               Marker J. Lovell
Baltimore, MD 21202-1643                6 North Court Street
                                        Westminister, MD  21157

Chip Mathieson
MATHIESON, GARRISON,                    Thomas F. Stansfield
   COSGRAY & FALK                       1 Court Place
6310 Stevens Forest Road                Westminister, MD  21157
Columbia, MD 21045-1069

Jack Stammero
BERMAN, GOLDMAN & RIBAKOW
6910 Little Patuxent Parkway
Columbia, MD 21044-3198

Maurice Whalen
WHALEN, BARSKY & GRAHAM
7700 Wisconsin Avenue, Suite 410
Bethesda, MD 20814-3578

                                       30