Exhibit 10.12


AMENDMENT TO EMPLOYMENT AGREEMENT


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is
made as of the 21st day of June, 2006, by and by and between Eagle
Bancorp, Inc., a Maryland corporation (“EBI”), EagleBank, a Maryland
corporation (“EagleBank”), and Michael T. Flynn (“Flynn”). EBI and EagleBank
are hereinafter sometimes collectively referred to as “Eagle.”


RECITAL


The parties desire to amend as
set forth herein the Employment Agreement dated January 25, 2004 entered into
by the parties (the “Employment Agreement”).


NOW, THEREFORE, in consideration
of the premises the mutual covenants and agreements herein contained, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to modify, amend and/or
supplement the Employment Agreement as hereinafter set forth:


1.             Section 2.1 of the Employment Agreement is
deleted in its entirety and the following is substituted therefor:


“2.1         Position.  Eagle hereby employs
Flynn to serve as the President of the D.C. Region of EagleBank and  as the Executive Vice President and Chief
Operating Officer of EBI.  It is expected
that as long as “inside” representation is permitted on the Bank Board and the
EBI Board, Flynn shall also be a member of the Bank Board and the EBI Board,
subject to election by the shareholders of EagleBank and EBI, as the case may
be, in accordance with the Bank Bylaws of the EBI Bylaws, as applicable.”


2.             Paragraph 3.1(b) is deleted in its entirety and
the following is substituted therefor:


“(b)         participate in the preparation and presentation
to the Boards of budgets and adherence to those budgets approved by the Bank
Board and the EBI Board;”


3.             Paragraph 3.1(d) is deleted in its entirety and
the following is substituted therefor:


“[Paragraph 3.1 (d) is intentionally omitted.]”


4.             Paragraph 3.1(e) is deleted in its entirety and
the following is substituted therefor:


“(e)         participate in the formulation and implementation
of EagleBank employee personnel policies and benefits, subject to approval by
the Bank Board;”


5.             Paragraph 3.1(i) deleted in its entirety and the following
is substituted therefor:


“[Paragraph 3.1
(i) is intentionally omitted.]”


6.             Paragraph 3.1(j) deleted in its entirety and the following
is substituted therefor:


“(j)          
such other duties of the President of the D.C. Region of EagleBank as may be
enumerated in the Bank bylaws and such other duties of Chief Operating Officer
of EBI as may be enumerated in the EBI Bylaws; and”


7.             All provisions of the Employment Agreement not
modified, amended and/or supplemented hereby, are hereby ratified and
confirmed.









 



 


IN WITNESS WHEREOF, the parties
have caused this Amendment to be executed as of the date first written.


	
  EagleBank

  	
  Michael T. Flynn

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Michael T. Flynn

  
	
   

  	
   

  
	
  Eagle
  Bancorp, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 



 2