Easton Bancorp, Inc.
                              AMENDED AND RESTATED
                           NON-QUALIFIED STOCK OPTION

     THIS  AMENDED  AND  RESTATED  NON-QUALIFIED  STOCK  OPTION (this Option) is
effective as of May 1, 1999 by and between Easton Bancorp, Inc and R. Michael S.
Menzies,  Sr.  (the  "Optionee").

     WHEREAS, the purpose of this Option is to promote the growth of Easton Bank
and  Trust  and Easton Bancorp, Inc (the Bank) by providing the Optionee with an
incentive  to  achieve  objectives  of  the  Bank;  and

     WHEREAS,  the  Board  of  Directors  of Easton Bancorp, Inc has approve the
grant  to  the Qptionee of a non-qualified stock option to purchase up to 56,000
shares of Common Stock of Easton Bancorp, Inc, subject to and in accordance with
the  terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  covenants  and
agreements  hereinafter  set  forth, the parties hereto hereby mutually covenant
and  agree  as  follows:

     1.    Definitions.
           -----------

           (a)    "Cause"  means  an  intentional  failure  to  perform personal
stated duties, personal dishonesty which results in a loss to the Bank or one of
its  affiliates,  a willful violation of any law, rule or regulation (other than
traffic  violations  or similar offenses) or an intentional or grossly negligent
act  which  directly leads to a final order which results in substantial loss to
the  Bank  or  one  of  its  affiliates.

           (b)    "Common  Stock" means the Common Stock of Easton Bancorp, Inc,
par  value  $.10  per  share.

           (c)    "Disability" means the permanent and total inability by reason
of  mental  or  physical  infirmity,  or  both,  of the Optionee to perform work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board of Directors must advise the Bank that it is either not possible to
determine  when  such disability will terminate or that it appears probable that
such  Disability  will  be  permanent  during  the  remainder  of the Optionee's
lifetime.

           (d)    "Market  Value"  means when used in connection with the Common
Stock  on  a  certain date, the average of the bid and asked price of the Common
Stock  reported  in  the  over-the-counter  market,  or  if not so reported, the
average of the bid and asked prices of the market maker(s) for the Common Stock.
If  no  firm  is making a market in the Common Stock on a certain date, then the
"Market  Value"  will  be  determined  by  the  Board  of  Directors in its sole
discretion.


<PAGE>
     2.     Grant  of  Option.
            -----------------

           (a)    Subject to the terms and conditions set forth herein, the Bank
hereby  grants  to  the  Optionee  during  the period commencing May 1, 1999 and
ending  on  the  applicable date specified in Paragraph 6 ( the "Option Period")
the  option  to  purchase  from the Bank an aggregate of 56,000 shares of Common
Stock,  such  number  being subject to adjustment as provided herein. The Common
Stock issuable upon exercise of the Option are referred to herein as the "Option
Shares."

     3.     Exercise  Price.
            ---------------

            (a)   The  exercise  price  per  Option  Share  shall be $10.00 with
respect  to  any  full  or  partial  exercise  of  the  Option.

     4.     Vesting  and  Exercisability  of  Options.
            -----------------------------------------

            (a)   Except  as set forth in this Paragraph and in Paragraph 6, ten
percent  (10%) of the Option Shares shall vest and be exercisable at any time on
or  after  May 1, 1999, and an additional ten percent (10%) of the Option Shares
shall  vest and be exercisable at any time on or after each subsequent May 1, on
a  cumulative  basis.

            (b)   In  the  event of a Change in Control of the Bank, this Option
shall  become  immediately  exercisable with respect to all Option Shares at any
time on or after such event.  For purposes of this Option, a "Change in Control"
means  any  of  the  following:

               (1)     at  any  time  after  the  effective date of this Option:

                    (i)     any  "person" (as such term is used in Section 14(d)
of  the  Securities Exchange Act of 1934 [the "Exchange Act"]) is or becomes the
beneficial owner, directly or indirectly, of securities of the Bank representing
thirty  percent  (30%)  or  more  of  the  combined  voting  power  of  the then
outstanding  securities  of  the  Bank;  or

                    (ii)     a  change  in the composition of a majority  of the
Board of Directors within twelve 12 months after any "person" (as defined above)
is or becomes the beneficial owner, directly or indirectly, of securities of the
Bank  representing  thirty  percent  (30%)  of  the combined voting power of the
securities  of  the  then  outstanding  securities  of  the  Bank;  or

                    (iii)     a  change  in  control  of  a nature that would be
required  to  be reported in response to Item 6(e) of Schedule 14A of Regulation
14A  promulgated  under the Securities Exchange Act of 1934, as in effect on the
date  of  this  Option:  or

               (2)     there  shall  be  consummated:


                                        2
<PAGE>
                    (i)     any consolidation or merger or share exchange of the
Bank  in  which  the  Bank  is  not  the  continuing or surviving corporation or
pursuant  to  which  shares  of  the Bank's Common Stock would be converted into
cash, securities or other property, other than a merger of the Bank in which the
holders of the Bank's Common Stock immediately prior to the merger have the same
proportionate  ownership  of  common  stock  of the surviving entity immediately
after  the  merger,  or

                    (ii)     any sale, lease, exchange or other transfer (in one
transaction  or  a  series  of  related  transactions)  of all, or a substantial
portion,  of the assets of the Bank other than to its wholly-owned subsidiaries;
or

               (3)     the  stockholders  of the Bank approve a plan or proposal
for the complete  or partial liquidation, dissolution or divisive reorganization
of the  Bank.

            (c)     Notwithstanding  any  other  provision  to  the contrary the
Optionee  must be in the employment of the Bank on the relevant vesting date set
forth  in  Subparagraph  (a)  hereof  in  order  for  vesting  to  occur.

     5.     Method  of  Exercising  Options  and  Payment  of  Option  Price.
            ----------------------------------------------------------------

            (a)   This  Option  may  be  exercised  by the Optionee from time to
time,  in  whole  or in part, by written notice delivered by the Optionee or his
successor,  personal  representative or beneficiary. A form of written notice is
attached  hereto  as  exhibit  1.   Such notice shall state the number of Option
Shares  of Common Stock with respect to which this Option is being exercised and
the  Exercise  Price  for  such  Option  Shares  and  shall  include the written
covenants, agreements and representations as may from  time to time be necessary
or  desirable in order to ensure compliance with applicable laws, regulations of
governmental  authorities  and  the requirements of any exchange or stock market
upon  which  the  Common  Stock  is  listed  or  traded.  Such  notice  shall be
accompanied  by  payment  of  the  full  Exercise Price for the number of Option
Shares which are being purchased hereunder and all applicable withholding taxes.

            (b)   Payment  of  the  Exercise  Price  shall be made in cash or by
check,or,  in whole or in part, through the surrender of shares of Common Stock,
which  shares shall be valued at the Market Value on the date of the exercise of
this  Option.  The  Board  of  Directors  may,  in  its  sole  discretion, place
limitations  on  the  extent  to which shares of Common Stock of the Bank may be
tendered  by  the  Optionee  as  payment  of  the  Exercise  Price.

            (c)   In  no event shall this Option be exercisable for a fractional
share.

            (d)   The  Optionee  shall  execute  the  following agreement at the
election  of  the  Bank:

            I  hereby  represent  and  warrant  that I am purchasing said shares
            solely with a view  to bona  fide  investment  for my own individual


                                        3
<PAGE>
            account and not with any present  intention  to  resell  the same. I
            further  represent  and  warrant  that I will dispose of said shares
            only  in compliance with the applicable laws or regulations relating
            to  the  sale  of  securities.

            (e)   After  receipt  of a properly completed exercise form and full
payment  of  the  Exercise  Price,  the  Bank  shall  deliver  a  certificate or
certificates  representing  the number of shares of Common Stock with respect to
which  this Option was exercised in the name of the person or persons exercising
this  Option at the election of the Bank, the certificate may bear the following
legend:

            The  shares represented by this certificate have not been registered
            under the Securities Act of 1933, as amended, and may not be sold or
            transferred unless a registration  statement  has become and is then
            effective with respect to the proposed sale or  transfer  of  shares
            or  an  opinion  that  the proposed sale or transfer  is exempt from
            registration  under  the  Act  has  been rendered by counsel for the
            Bank.

            (f)   If  the  Optionee  could be subject to liability under Section
16B  of the Securities Exchange Act of 1934, and the Option makes an election in
a  timely  manner  under Section 83(b) of the Internal Revenue Code to recognize
income  for tax purposes when this Option is first exercised, the Optionee shall
notify  the  Bank  within  ten  days  of  making  such  election.

     6.     Termination.
            -----------

            This  Option  shall  terminate  and be of no further force or effect
from and after December 31 2009 unless terminated prior to such time as provided
below .

            If  the  Optionee ceases employment with the Bank, this Option shall
terminate or be  exercisable  as  follows:

            (a)   Termination  of  Emplovment.  In the event that the Optionee's
                  ---------------------------
employment  is terminated without Cause, the right to purchase the Option Shares
that  have  vested  as  of  the  date of termination shall be exercisable by the
Optionee  or  the  Optionee's  representatives  for a period of ninety (90) days
after  such  termination,  but  in  no  event after the expiration of the Option
Period.  If  the  Optionee's  terminated  for  Cause,  this  Option shall expire
immediately  upon  such  removal.

            (b)   Disability.  In  the  event  that the Optionee's employment is
                  ----------
terminated  due  to  a  Disability, the right to purchase the Option Shares that
have vested as of the date of Disability shall be exercisable by the Optionee or
the Optionee's representatives or beneficiaries (as applicable) at any time upon
or  after  such  an  event  until  the  expiration  of  the  Option  Period.

            (c)   Death.  In the event the Optionee dies while in the employment
                  -----
of  the  Bank, the Optionee's estate, personal representative or beneficiary (as
applicable)  shall have the right to purchase the Option Shares that have vested
as of the date of the Optionee's Death at any time upon or after  such event and
until  the expiration of the Option Period or within such shorter time as may be
provided  by  law.


                                        4
<PAGE>
     7.    Optionee.  Whenever  the word "Optionee" is used in any  provision of
           --------
this  Option  under  circumstances  where  the  provision  should  logically  be
construed to apply to the estate, personal representative or beneficiary to whom
this  option  may be transferred by will or by laws of descent and distribution,
the  word  "0ptionee"  shall  be  deemed  to  include  such  person.

     8.    Assignability.  Except  as  otherwise provided herein, this Option is
           -------------
not  transferable  by the Optionee otherwise than by will or the laws of descent
and  distribution  and is exercisable during the Optionee's lifetime only by the
Optionee. No assignment or transfer of this Option, or of the rights represented
thereby,  whether  voluntary  or  involuntary, by operation of law or otherwise,
except  by  will  or  the  1aws  of  descent and distribution, shall vest in the
assignee  or transferee any interest or right herein whatsoever, but immediately
upon  an  attempt to assign or transfer this option the same shall terminate and
be  of  no  force  or  effect.

     9.     Rights  as  a Stockholder.  The Optionee shall not be deemed for any
            --------------------------
purpose  to  be a stockholder of the Bank with respect to the shares represented
by  this  Option  until  this  Option  shall  have  been  properly  exercised.

     10.     The  Bank's  Rights.  The existence of this Option shall not affect
             -------------------
in  any  way  the  right  or  power  of  the Bank or its stockholders to make or
authorize  any  or  all adjustments, recapitalizations, reorganizations or other
changes  in  the  Bank's  capital  structure  or  its business, or any merger or
consolidation of the Bank, or any issue of bonds, debentures, preferred or other
stock  with preference ahead of or convertible in to, or otherwise affecting the
Common  Stock  of  the  Bank  or  the  rights  thereof,  or  the  dissolution or
liquidation  of  the  Bank,  or  any sale or transfer of all or any part of  the
Bank's assets or business, or any other corporate act or proceedings, whether of
a  similar  character  or  otherwise.

     11.     Recapitalization;  Dissolution  or  Liquidation.
             -----------------------------------------------

            (a)   If  the  shares  of  the  Bank's  Common  Stock as a whole are
increased,  decreased  or  changed into, or exchanged for, a different number or
kind of shares or securities of the Bank, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split,
combination  of shares, exchange of shares, change in corporate structure or the
like, an appropriate and proportionate adjustment shall be made in the number of
kinds  of shares subject to this Option and in the number and per share exercise
price  of shares subject to this option.  Any such adjustment, however, shall be
made  without  a change in the total price applicable to the unexercised portion
of  this Option, but with a corresponding adjustment in the price for each share
of  stock  covered  by  this  Option.  No fractional shares shall be issued as a
result  of  any  such  adjustment.

            (b)   Upon dissolution or liquidation of the Bank, this Option shall
be  exercisable  in  full  for  all  Option Shares that have vested for at least
30days  prior  to the effective date of such dissolution or liquidation, whether
or  not  otherwise  exercisable  during  such  period, but in no event after the
expiration  of  the  Option  Period.


                                        5
<PAGE>
     12.   Preemption  by  Applicable  Laws  or  Regulations.  Anything  in this
           -------------------------------------------------
Option to the contrary notwithstanding, if, at any time specified herein for the
issue  of  Common  Stock to the Optionee, any law, regulation or requirements of
any  governmental authority having appropriate jurisdiction shall require either
the  Bank  or the Optionee to take any action prior to or in connection with the
Common  Stock,  the  issuance  of such Common Stock shall be deferred until such
action  shall  be  taken.

     13.     Optionee  Acknowledgment.  The  Optionee  hereby  acknowledges that
             -------------------------
all  decisions,  determinations  and  interpretation  of  the Board of Directors
of the Bank, or a designated committee thereof,  in respect of this Option shall
be  final  and  conclusive.

     14.     Notice.  Any  notice  required  or  permitted  under this Agreement
             ------
shall be deemed given when delivered in person or when mailed by registered mail
with  return  receipt  requested  to the Bank addressed to P.O. Box 629, Easton,
Maryland  21601,  attention:  Office  of  the  Secretary, and to the Optionee or
beneficiary  at  his  or  address  in  the  records  of  the  Bank.

     15.     Modification  and  Waiver.   This  Option  cannot  be  changed,
             -------------------------
modified,  amend,  discharged,  terminated  or waived orally or by any course of
dealing  or  purported  course  of dealing,  but only by an agreement in writing
signed  by  the Optionee or the Optionee's personal representative and the Bank.
The  waiver of or failure to enforce a breach of this Option shall not be deemed
to  be  a  waiver  or  acquiescence  in  any  other  breech  thereof.

     16.     Tax  Withholding.  The  Bank  may  deduct from any distribution the
             -----------------
amount  required  by  any  governmental  authority to be withheld for income and
withholding  tax  purposes.

     17.     Fractional  Shares.  Any  fractional  shares  which would otherwise
             ------------------
result  from the exercise of all or a part of this Option shall be eliminated at
the  time  of  exercise  by  rounding  down  for  fractions  of  less than   and
rounding  up  for  fractions  of  equal to or more than  .   No cash settlements
shall  be  made  with  respect  to  fractional  shares  eliminated  by rounding.

     18.     Governing  Law.  All  matters  relating  to this Agreement shall be
             ---------------
governed  by the State of  Maryland, without regard to principles of conflict of
laws  except  to  the  extent  preempted  by  the  laws  of  the  United States.

     19.     Non-qualified  Nature  of Option.  This Option is intended to be an
             --------------------------------
agreement  concerning  a  Stock Option  arrangement which is not qualified under
Section  422A  of  the  Code,  and  this  Option  shall  be  so  construed.

     20.     General.  The  Bank  shall  at  all  times  during the term of this
             --------
Option reserve and keep available  such number of shares of Common Stock as will
be  sufficient  to satisfy the requirements herein, shall pay all original issue
and  transfer  taxes  with  respect to the issue and transfer of shares pursuant
hereto  and  all  other  fees  and  expenses necessarily incurred by the Bank in
connection  herewith,  and  will from time to time use all reasonable efforts to


                                        6
<PAGE>
comply  with  all  laws and regulations which, in the opinion of counsel for the
Bank,  shall  be  applicable  thereto.

     IN  WITNESS  WHEREOF, the Bank has caused this Option to be executed by its
duly  authorized officer and its seal to be affixed hereto, and the Optionee has
hereunto  set  the Optionee's hand and seal, effective on the day and year first
above  written.

Attest:                                               Easton  Bancorp,  Inc.


/s/  Sheila  W.  Bateman                              By:     /s/  W. David Hill
------------------------                                      ------------------
                                                      William  David  Hill
                                                      Chairman  of  the  Board


                                        7
<PAGE>
                               Easton Bancorp, Inc
                           Non-Qualified Stock Option
                            Exercise for Subscription

     At  this time, I wish to purchase______shares of the Common Stock of Easton
Bancorp,  Inc.  at  an  Exercise  Price  of $_________     per share through the
exercise  of  the  Non-Qualified  Stock  Option  effective  May  1,  1999.

     Please issue this stock in the following manner and mail the certificate(s)
to  the following address, which will also be the mailing address for dividends.
     Name
     Street
     City
     State
     Zip  Code

     I hereby represent and warrant that I am purchasing said share view to bona
fide  investment  for  my  own  individual  account  and  not with any immediate
intention  to  resell  the  same.  I  further  represent and warrant that I will
dispose  of  said  shares  only  in  compliance  with  the  applicable  laws  or
regulations  relating  to  the  sale  of  securities.

     I  understand  that  at the option of the Bank, the certificate deliver the
exercise  of  the  Non-Qualified  Stock  Option  may  bear the following legend:

               The  Shares  represented  by  this  certificate  have  no t been
        registered under the Securities Act  of  1944,  as  amended, and may not
        be sold or transferred unless a registration statement has become and is
        then effective with respect to the  proposed  sale or transfer of shares
        or  a  opinion  that  the  proposed  sale  or  transfer  is  exempt from
        registration under the Act has been rendered by counsel for  the  Bank.

     My  Social Security Number is __________ I am attaching my check payable to
Easton  Bancorp,  Inc., and/or _____ number of shares of Common Stock in payment
for the stock, along with my copy of the Non-Qualified Stock Option for notation
of  this  purchase  and  return.

                                               Very  truly  yours,

                                               ---------------------------------
                                               Signature                    Date
                                               ---------------------------------
                                               Optionee's  Name


<PAGE>