**EXHIBIT
      10.1**




**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**









**THIS
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT** is made
      as of the 21 st day of
      August, 2006, between County National Bank (the “Bank” or “Employer”), a
      national bank with a principal office in Anne Arundel County, Maryland and
      Jan
      W. Clark, a resident of the State of Maryland (the “Employee”).




**RECITALS:**




On
      December 19, 1996, the parties hereto entered into an Employment Agreement
      (the
“Prior Agreement”).




The
      parties hereto desire to amend and restate the Prior Agreement as provided
      herein.




In
      consideration of the above premises and the mutual agreements hereinafter set
      forth, the parties hereby agree as follows:




1.  **DEFINITIONS** .
      Whenever used in this Amended and Restated Employment Agreement, the following
      terms and their variant forms will have the meaning set forth
      below:




1.1  **“** **Agreement** **”** means
      this Agreement and any exhibits incorporated herein together with any amendments
      hereto made in the manner described in this Agreement.




1.2  **“** **Affiliate** **”** means
      any business entity which controls the Employer, is controlled by or is under
      common control with the Employer.




1.3  **“** **Area** **”** means
      the geographic area within a radius of twenty-five (25) miles of any office
      or
      facility maintained by the Employer from time to time. It is the express intent
      of the parties that the Area as defined herein is the area where the Employee
      performs or performed services on behalf of the Employer under this Agreement
      as
      of, or within a reasonable time prior to, the termination of the Employee's
      employment hereunder.




1.4  **“** **Board** **”** means
      the board of directors of the Bank.




1.5  **“** **Business
      of the Employer** **”** means
      the business conducted by the Employer.




1.6  **“** **Cause** **”** means,
      any of the
      following events or conduct preceding a termination of employment initiated
      by
      the Employer:




(a)  any
      act
      that constitutes, in the reasonable judgment of the Board after consultation
      with legal counsel, fraud or dishonesty toward the Employer; toward any
      employee, officer or director of the Employer or toward any person doing
      business with the Employer on the part of the Employee;




(b)  the
      conviction of the Employee of a felony or crime involving moral
      turpitude;







(c)  the
      Employee's entering into any transaction or contractual relationship (other
      than
      this Agreement) with, or diversion of business opportunity from, the Employer
      (other than on behalf of the Employer or with the prior written consent of
      the
      Board); provided, however, such conduct will not constitute Cause unless the
      Board delivers to the Employee written notice setting forth (1) the conduct
      deemed to qualify as Cause, (2) reasonable remedial action that might
      remedy such objection, and (3) a reasonable time (not less than thirty (30)
      days) within which the Employee may take such remedial action, and the Employee
      has not taken the specified remedial action with the specified reasonable
      time;




(d)  the
      Employee breaches the covenants contained in Sections 5, 6, 7 or 8 hereof;
      or




(e)  the
      Employee materially breaches any portion of this Agreement excluding Sections
      5,
      6, 7, or 8, and such breach is not cured within thirty (30) days after written
      notice from Employer to Employee of such breach; or




(f)  conduct
      by the Employee that results in removal of Employee as an officer or employee
      of
      the Employer pursuant to a written order by any regulatory agency with authority
      or jurisdiction over the Employer.




1.7  **“** **Company** **”** means CN
      Bancorp, Inc., the parent of the Bank.




1.8  **“** **Company
      Information** **”** means
      Confidential Information and Trade Secrets.




1.9  **“** **Confidential
      Information** **”** means
      data and information relating to the Business of the Employer and any affiliate
      of Employer (which does not rise to the status of a Trade Secret) which is
      or
      has been disclosed to the Employee or of which the Employee became aware as
      a
      consequence of or through the Employee's relationship to the Employer and which
      has value to the Employer and is not generally known to its competitors.
      Confidential Information does not include any data or information that has
      been
      voluntarily disclosed to the public by the Employer (except where such public
      disclosure has been made by the Employee without authorization) or that
      has
      been independently developed and disclosed by others, or that otherwise enters
      the public domain through lawful means.




1.10  **“** **Change
      in Control** **”** means
      the occurrence of any one of the following events as certified by the Board
      of
      the Bank or the Company as appropriate:




(a)  acquisition by
      one person,
      or more than one person acting as a group, of stock of either the Bank or the
      Company that, combined with stock previously owned, constitutes more than fifty
      percent (50%) of the total fair market value or total voting power of the stock;
      or




(b)  acquisition
      by one person, or more than one person acting as a group, during any twelve
      (12)-month period, of the stock of either the Bank or the Company that
      constitutes thirty-five percent (35%) or more of the total fair market value
      or
      total voting power of the stock; or




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(c)  replacement
      of a majority of members of either the Bank’s or the Company’s Board during any
      twelve-month (12-month) period by Directors whose appointment or election is
      not
      endorsed by a majority of the Board; or




(d)  acquisition
      by one person, or more than one person acting as a group, during any twelve
      (12)-month period, of assets from the Bank or Company that have a total gross
      fair market value of forty percent (40%) or more of the assets of the Bank
      or
      the Company.




1.11  **“** **Effective
      Date** **”** means
      August 21, 2006.




1.12  **Total
      and Permanent Disability** **”** means
      that the Employee is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than twelve (12) months. This determination shall be made by the
      Board in its sole discretion based upon medical evidence. The Board shall have
      the right to accept the determination of the Employee’s total disability made by
      the Social Security Administration or send the Employee to be examined by an
      independent medical examiner of its choosing.




1.13  **“** **Trade
      Secrets** **”** means
      Employer and Affiliate information including, but not limited to, technical
      or
      nontechnical data, formulas, patterns, compilations, programs, devices, methods,
      techniques, drawings, processes, financial data, financial plans, product plans
      or lists of actual or potential customers or suppliers which:




(a)  derives
      economic value, actual or potential, from not being generally known to, and
      not
      being readily ascertainable by proper means by, other persons who can obtain
      economic value from its disclosure or use; and




(b)  is
      the
      subject of efforts that are reasonable under the circumstances to maintain
      its
      secrecy.




2.  **DUTIES.**




2.1  The
      Employee is employed as the President and Chief Executive Officer of the Bank
      and the Company. Subject to the direction of the Board, the Employee must
      perform and discharge well and faithfully the duties which may be assigned
      to
      Employee from time to time by the Employer in connection with the conduct of
      its
      business.




2.2  In
      addition to the duties and responsibilities specifically assigned to the
      Employee pursuant to Section 2.1 hereof, the Employee must:




(a)  devote
      substantially all of the Employee's time, energy and skill during regular
      business hours to the performance of the duties of the Employee's employment
      (reasonable vacations and reasonable absences due to illness excepted) and
      faithfully and industriously perform such duties;




(b)  diligently
      follow and implement all management policies and decisions communicated to
      the
      Employee by the Board; and




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(c)  timely
      prepare and forward to the Board all reports and accounting as may be requested
      of the Employee.




2.3  The
      Employee must devote the Employee's entire business time, attention and energies
      to the Business of the Employer and must not during the Term of this Agreement
      be engaged (whether or not during normal business hours) in any other business
      or professional activity, whether or not such activity is pursued for gain,
      profit or other pecuniary advantage; but this will not be construed as
      preventing the Employee from:




(a)  investing
      the Employee's personal assets in businesses which are not in competition with
      the Business of the Employer and which will not require any services on the
      part
      of the Employee in their operation or affairs and in which the Employee's
      participation is solely that of an investor;




(b)  purchasing
      securities in any corporation whose securities are regularly traded provided
      that such purchase will not result in Employee collectively owning beneficially
      at any time five percent (5%) or more of the equity securities of any business
      in competition with the Business of the Employer;




(c)  participating
      in civic and professional affairs and organizations and conferences, preparing
      or publishing papers or books or teaching so long as the Board approves of
      such
      activities prior to the Employee's engaging in them; and




(d)
      serving as an advisory director or consultant to entities not in competition
      with Employer  .





3.  **TERM
      AND TERMINATION.**




3.1   **Term.** The term
      of this Agreement will initially be set at three (3) years commencing on
      the Effective Date. Commencing on the first anniversary of the Effective Date
      and continuing on each anniversary date thereafter (in each case the
“Anniversary Date”), this Agreement shall renew for an additional year such that
      the remaining term shall be three (3) years unless written notice of non-renewal
      is provided to the Employee at least ten (10) and not more than thirty (30)
      days
      prior to such Anniversary Date (as so calculated, the “Term”). Prior to each
      notice period for non-renewal, the disinterested members of the Board (or a
      Committee comprised solely of disinterested members) will conduct a
      comprehensive performance evaluation and review of the Employee for purposes
      of
      determining whether to extend the Agreement, and the results thereof shall
      be
      included in the minutes of the Board’s meeting or the Committee’s meeting.




3.2  **Termination** .
      This
      Agreement may be terminated prior to the expiration of the Term at the earliest
      of the following events:




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(a)  Involuntary
      Termination of the Employee by the Employer (for Cause or not for
      Cause);




(b)  Total
      and
      Permanent Disability of the Employee;




(c)  Death
      of
      the Employee;




(d)  Change
      in
      Control;




(e)  Voluntary
      termination by the Employee.




3.3  **Effect
      of Termination** .
      Termination of the Agreement pursuant to Section 3.2 will be without prejudice
      to any right or claim, which may have previously accrued to either the Employer
      or the Employee hereunder.




3.4  **Suspension
      With Pay** .
      Nothing
      contained herein will preclude the Employer from releasing the Employee of
      the
      Employee's normal duties and suspending Employee, with pay, during the pendency
      of any investigation or examination to determine whether or not Cause exists
      for
      termination of the Employee.




3.5  **Suspension
      Without Pay** .
      If the
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct of the Employer's affairs by a notice served under Section
      8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, the Employer's
      obligations under this Agreement will be suspended as of the date of service
      thereof, unless stayed by appropriate proceedings. If the charges in such notice
      are dismissed, the Employer may in its discretion:




(a)  pay
      Employee all or part of the compensation withheld while its contract obligations
      were suspended; and/or




(b)  reinstate
      (in whole or in part) any of its obligations, which were suspended.




3.6  **Other
      Regulatory Requirements** .
      If the
      Bank is in default, as defined in Section (3)(x)(1) of the Federal Deposit
      Insurance Act, all obligations under this Agreement will terminate as of the
      date of such default, but no vested rights of the Employee will be affected.
      Further, all obligations under this Agreement will be terminated, except, to
      the
      extent determined that continuation of the Agreement is necessary for the
      continued operation of the Bank:




(a)  by
      the
      Director (the “Director”) of the Federal Deposit Insurance Corporation (“FDIC”)
      or his or her designee, at the time the FDIC enters into an agreement to provide
      assistance to or on behalf of the Bank under the authority of the Federal
      Deposit Insurance Act; or




(b)  by
      the
      Director or his or her designee, at the time the Director or his or her designee
      approves a supervisory merger to resolve problems relating to the operation
      of
      the Bank or when the Bank is determined by the Director to be in an unsafe
      or
      unsound condition.




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3.7  **Payments
      in the Event of Termination of this Agreement** .
      The
      following payments shall be made by the Employer to the Employee in the event
      this Agreement is terminated prior to the expiration of its Term.




3.7.1  **In
      the Event of Notice of Nonrenewal of this Agreement by the Employer and the
      Employee’s Involuntary Termination without Cause** .
      In the
      event this Agreement is not renewed by the Employer pursuant to Section 3.1
      and
      the Employee has been involuntarily terminated without cause, the Employer
      will
      pay to the Employee an amount equal to the Employee’s then current Base Salary,
      Incentive Compensation that may have been awarded to him prior to his
      termination, and Benefits (or the cash equivalent of such Benefits) for a period
      equal to the remaining term of this Agreement and twelve (12) months after
      the
      expiration of said Term. The amounts payable to the Employee for the initial
      six
      (6) month period shall be paid one (1) day after six (6) months from the date
      of
      the Employee’s termination and the remaining payments will continue thereafter
      on the regular payroll dates of the Employer.





3.7.2  **In
      the Event of Involuntary Termination Without Cause and Notice of Nonrenewal,
      Total and Permanent Disability or Death of the
      Employee.** In the
      event the Employee has been involuntarily terminated without cause and has
      not
      received a notice of nonrenewal of this Agreement or in the event of Total
      and
      Permanent Disability or Death of the Employee, the Employer shall pay to the
      Employee as Severance Pay or to his Beneficiary as a death benefit an amount
      equal to the Employee’s then current Base Salary, Incentive Compensation that
      may have been awarded prior to the termination of this Agreement, and the
      Benefits (or the cash equivalent of such Benefits) for a period equal to the
      remaining Term of this Agreement. These payments will be paid during the
      remaining Term on the normal payroll dates of the Employer. Notwithstanding
      the
      foregoing, in the event of an involuntary termination without cause, the amount
      payable to the Employee for the initial six (6) month period shall be paid
      one
      (1) day after six (6) months from the date of the Employee’s termination and the
      remaining payments will continue thereafter on the regular payroll dates of
      the
      Employer.




3.7.3  **In
      the Event of Termination for Cause or Voluntary Termination by
      Employee.** **** In
      the
      event the Employee has been involuntarily terminated for cause or the Employee
      voluntarily terminates employment with the Employer, the Employer shall pay
      to
      the Employee only the Base Salary and Benefits due and owing through the date
      of
      termination of employment. Incentive Compensation awarded to the Employee,
      but
      not paid as of the Date of Termination, shall be forfeited.




3.7.4  **In
      the Event of Change in Control** .
      In the
      event a Change in Control has occurred and this Agreement is terminated, the
      Employee shall be entitled to a lump sum payment equal to the sum of (a) to
      the
      excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the
      aggregate present value, as determined for federal income tax purposes, of
      all
      other payments to the Employee in the nature of compensation that are treated
      for federal income tax purposes as contingent on the Change in Control plus
      (b)
      an annual bonus equal to the greater of target or actual bonus for the year
      in
      which the Agreement terminates, pro-rated for the months elapsed in the annual
      bonus period at the time of the Agreement terminates. These payments shall
      be
      paid in a lump sum by the Employer on the date that is one (1) day after six
      (6)
      months from the effective date of termination of the Agreement. As used herein,
      the term “Average Annual Compensation” means the Employee’s average annual
      taxable compensation paid by the Employer during the most recent five (5)
      taxable years (or such portion of such period during which the Employee was
      employed by the Employer) ending before the date the Change in Control occurs.
      In addition, (i) all of Employee’s stock awards shall immediately vest; (ii) all
      of Employee’s unexercised stock options shall become immediately exercisable;
      and (iii) the Employer shall continue Employee’s medical coverage for up to two
      (2) years at the same level as available to employees of the Employer or provide
      the Employee with the cash equivalent of such benefits.




6


3.8  **Calculation
      of Payment Amount Upon Change of Control** .




(a)  **Certain
      Adjustments of Payment Amount** .
      If it
      is determined that any payment or distribution, or any acceleration of vesting
      of any benefit or award, by the Employer to or for the benefit of the Employee
      (whether paid or payable or distributed or distributable pursuant to the terms
      of this Agreement or otherwise) is subject to the limitations of section 280G
      of
      the Internal Revenue Code (the “Code”) (a “Parachute Payment”), the following
      provisions will apply:




(i)  If
      the
      aggregate present value of Parachute Payments is less than or equal to the
      280G
      limit, then no adjustment to the amount of such Parachute Payments shall be
      made.





(ii)  If
      the
      aggregate present value of Parachute Payments is greater than the 280G limit,
      but equal to or less than 110% of the 280G limit, such Parachute Payments shall
      be reduced to an amount, the present value of which maximizes the aggregate
      present value of Parachute Payments without causing such Parachute Payments
      to
      exceed the 280G limit.





(iii)  If
      the
      aggregate present value of Parachute Payments is greater than 110% of the 280G
      limit, the Employee shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Employee of all
      taxes (including any interest or penalties imposed with respect to such taxes),
      including any excise tax imposed by Code Section 4999 or any interest or
      penalties with respect to such excise tax (such excise tax, together with any
      such interest and penalties, are hereinafter collectively referred to as the
      “Excise Tax”) imposed upon the Gross-Up Payment, the Employee retains an amount
      of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute
      Payments.





For
      purposes of this Section 3.8, “present value” shall be determined in accordance
      with Code Section 280G(d)(4), and the “280G limit” is the amount that can be
      paid under this Agreement or otherwise without causing any amount to be
      nondeductible under Code Section 280G or subject to excise tax under Section
      4999. The payment of a Gross-up Payment under this Section shall in no event
      be
      conditioned upon the Employee’s termination of employment.





(a)  **Determinations
      made by Accounting Firm** .
      All
      determinations required to be made under Section 3.8(a), including the aggregate
      present value of Parachute Payments, whether a reduction is required under
      Section 3.8(a)(ii) and the amount of such reduction, and whether a Gross-Up
      Payment is required under Section 3.8(a)(iii) and the amount of such Gross-Up
      Payment, shall be made by a locally recognized accounting firm jointly selected
      by the Employer and Employee (the “Accounting Firm”). The Accounting Firm shall
      provide detailed supporting calculations both to the Employer and the Employee
      within fifteen (15) business days after the termination of this Agreement.
      The
      initial Gross-Up Payment, if any, as determined pursuant to Section 3.8(a)(iii),
      shall be paid to the Employee within fifteen (15) business days after the
      receipt of the payments under Section 3.7.4. The Accounting Firm shall furnish
      the Employee with an opinion that he or she has substantial authority to
      complete and file his or her Federal income tax return in a manner consistent
      with the Accounting Firm’s determination of the appropriate amount of Parachute
      Payments reportable by the Employee and of the appropriate amount of Excise
      Tax
      required to be paid, if any. Any determination by the Accounting Firm shall
      be
      binding upon the Employer and the Employee.




7


(b)  **Special
      Rules Applicable to Reduction of Payments** .
      The
      Employee shall determine which and how much of the Parachute Payments shall
      be
      reduced consistent with the requirements of Section 3.8(a)(ii), provided that,
      if the Employee does not make such determination within ten (10) business days
      after the receipt of the calculations made by the Accounting Firm, the Employer
      shall elect which and how much of the Parachute Payments shall be eliminated
      or
      reduced consistent with the requirements of Section 3.8(a)(ii) and shall notify
      the Employee promptly of such election.




(c)  **Special
      Rules Applicable to Gross-Up Payments** .
      The
      Employee shall notify the Employer in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Employer
      of the Gross-Up Payment. Such notification shall be given as soon as practicable
      but not later than ten (10) business days after the Employee knows of such
      claim
      and shall apprise the Employer of the nature of such claim and the date on
      which
      such claim is requested to be paid. The Employee shall not pay such claim prior
      to the expiration of the thirty (30) day period following the date on which
      it
      gives such notice to the Employer (or such shorter period ending on the date
      that any payment of taxes with respect to such claim is due). If the Employer
      notifies the Employee in writing prior to the expiration of such period that
      it
      desires to contest such claim, the Employee shall:




(i)  give
      the
      Employer any information reasonably requested by the Employer relating to such
      claim,





(ii)  take
      such
      action in connection with contesting such claim as the Employer shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney reasonably
      jointly selected by the Employer and Employee,





(iii)  cooperate
      with the Employer in good faith in order effectively to contest such claim,
      and





(iv)  permit
      the Employer to participate in any proceedings relating to such
      claim,





8


provided,
      however, that the Employer shall bear and pay directly all costs and expenses
      (including interest and penalties) incurred in connection with such contest
      and
      shall indemnify and hold the Employee harmless, on an after-tax basis, for
      any
      Excise Tax or income tax, including interest and penalties with respect thereto,
      imposed as a result of such representation and payment of costs and expenses.
      Without limitation on the foregoing provisions of this Section 3.8(d), the
      Employer shall control all proceedings taken in connection with such contest
      and, at its sole option, may pursue or forgo any and all administrative appeals,
      proceedings, hearings and conferences with the taxing authority in respect
      of
      such claim and may, at its sole option, either direct the Employee to pay the
      tax claimed and sue for a refund or contest the claim in any permissible manner,
      and the Employee agrees to prosecute such contest to a determination before
      any
      administrative tribunal, in a court of initial jurisdiction and in one or more
      appellate courts, as the Employer shall determine; provided, however, that
      if
      the Employer directs the Employee to pay such claim and sue for a refund, the
      Employer shall advance the amount of such payment to the Employee, on an
      interest-free basis, and shall indemnify and hold the Employee harmless, on
      an
      after-tax basis, from any Excise Tax or income tax, including interest or
      penalties with respect thereto, imposed with respect to such advance or with
      respect to any imputed income with respect to such advance; and further provided
      that any extension of the statute of limitations relating to payment of taxes
      for the taxable year of the Employee with respect to which such contested amount
      is claimed to be due is limited solely to such contested amount. Furthermore,
      the Employer’s control of the contest shall be limited to issues with respect to
      which a Gross-Up Payment would be payable hereunder and the Employee shall
      be
      entitled to settle or contest, as the case may be, any other issue raised by
      the
      Internal Revenue Service or any other taxing authority.





If,
      after
      receipt by the Employee of an amount advanced by the Employer pursuant to this
      Section 3.8(d), the Employee becomes entitled to receive any refund with respect
      to such claim, the Employee shall (subject to the Employer’s complying with the
      requirements of this Section 3.8(d)) promptly pay to the Employer the amount
      of
      such refund (together with any interest paid or credited thereon after taxes
      applicable thereto). If, after the receipt by the Employee of an amount advanced
      by the Employer pursuant to this Section 3.8(d), a determination is made that
      the Employee shall not be entitled to any refund with respect to such claim
      and
      the Employer does not notify the Employee in writing of its intent to contest
      such denial of refund prior to the expiration of thirty (30) days after such
      determination, then such advance shall be forgiven and shall not be required
      to
      be repaid and the amount of such advance shall offset, to the extent thereof,
      the amount of Gross-Up Payment required to be paid.





If
      the
      Employer exhausts its remedies pursuant to this Section 3.8(d) and the Employee
      thereafter is required to make a payment of any Excise Tax, the Accounting
      Firm
      shall determine the amount of the Gross-Up Payment that the Employer should
      have
      made (“Gross-Up Deficiency”). The amount of any such Gross-Up Deficiency shall
      be promptly paid by the Employer to or for the benefit of the Employee. To
      the
      extent that any Gross-Up Deficiency arises in the context of a Parachute Payment
      that was determined pursuant to Section 3.8(a)(ii), and therefore reduced to
      the
      280G limit, when in fact, the amount of such Parachute Payment should have
      been
      determined under Section 3.8(a)(iii), the amount of any Gross-Up Deficiency
      shall include the additional Parachute Payment due as a result of the
      calculation of the amount under Section 3.8(a)(iii).





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(d)  **Overpayments/Underpayments** .
      As a
      result of the uncertainty in the application of Code Section 280G at the time
      of
      the initial determination by the Accounting Firm hereunder, it is possible
      that
      the Parachute Payments will have been made by the Employer which should not
      have
      been made (“Overpayment”), or that additional Parachute Payments which should
      have been made by the Employer were not made (“Underpayment”), in each case
      consistent with the calculations required to be made hereunder. Overpayments
      and
      Underpayments arising in connection with Parachute Payments appropriately
      determined pursuant to Section 3.8(a)(i) or Section 3.8(a)(ii) are governed
      by
      this Section 3.8(e). Any Overpayment or Underpayment arising in connection
      with
      a Parachute Payment that is appropriately determined pursuant to Section
      3.8(a)(iii) are governed by the provisions of Section 3.8(d).




(i)  **Overpayments** .
      The
      provisions of this subparagraph (i) apply in connection with a Parachute Payment
      that is appropriately determined pursuant to Section 3.8(a)(ii). If the
      Accounting Firm, based upon the assertion of a deficiency by the Internal
      Revenue Service against the Employee which the Accounting Firm believes has
      a
      high probability of success, determines that an Overpayment has been made, any
      such Overpayment paid or distributed by the Employer to or for the benefit
      of
      the Employee shall be treated for all purposes as a loan ab  initio to the
      Employee which the Employee shall repay to the Employer together with interest
      at the applicable federal rate provided for in Code Section 7872(f)(2);
      provided, however, that no such loan shall be deemed to have been made and
      no
      amount shall be payable by the Employee to the Employer if and to the extent
      such deemed loan and payment would not either reduce the amount on which the
      Employee is subject to tax under Code Sections 280G and 4999 or generate a
      refund of such taxes.





(ii)  **Underpayments** .
      The
      provisions of this subparagraph (ii) apply in connection with a Parachute
      Payment that is appropriately determined pursuant to Section 3.8(a)(i) or
      Section 3.8(a)(ii). If the Accounting Firm, based upon controlling precedent
      or
      other substantial authority, determines that an Underpayment has occurred,
      any
      such Underpayment shall be promptly paid by the Employer to or for the benefit
      of the Employee, together with interest at the applicable federal rate provided
      for in Code Section 7872(f)(2).





4.  **COMPENSATION
      AND BENEFITS.**




4.1  **Compensation** .
      The
      Employee will receive the following salary and benefits:




(a)  **Base
      Salary** .
      During
      the Term, the Employee will receive a base salary at the rate of $187,500 per
      annum, payable in substantially equal installments in accordance with the Bank's
      regular payroll practices (“Base Salary”). The Employee's Base Salary will be
      reviewed by the Board annually, and the Employee will be entitled to receive
      annually an increase in such amount, if any, as may be determined by the
      Board.




(b)
            **Incentive
                Compensation**.




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(i)  In
      addition to Employee's Base Salary under Section 4.1(a), the Employer may,
      in
      its sole discretion, pay the Employee a cash or non-cash bonus as determined
      each year by the Board.





(ii)  The
      Employee will also be entitled to participate in such other bonus, incentive
      and
      other executive compensation programs as are made available to senior management
      of the Employer from time to time.





The
      bonus
      amounts and options to which the Employee may be entitled pursuant to this
      Section 4.1(b) are referred to herein as “Incentive
      Compensation”.




(b)  **No
      Compensation as a Director** .
      The
      Employee will not be compensated for service as a director.




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4.2  **Vacation** .
      On a
      non-cumulative basis the Employee will be entitled to vacation in each year
      of
      this Agreement in accordance with the Bank's vacation policy as then in effect,
      during which the Employee's Base Salary will be paid in full. Any vacation
      not
      used by Employee may, at the option of Employee, be converted to cash
      compensation based on the Employee’s the current Base Salary at the end of each
      year. ****




4.3  **Benefits** .
      In
      addition to the Base Salary and Incentive Compensation, the Employee will be
      entitled to such benefits as may be available from time to time for employees
      of
      the Employer. All such benefits will be awarded and administered in accordance
      with the Employer's standard policies and practices. Such benefits may include,
      by way of example only, health, dental, vision, profit-sharing plans,
      retirement, disability insurance benefits and such other benefits as the
      Employer deems appropriate. The Employer shall also provide to the Employee
      (at
      no cost to Employee), life insurance equal to two times the then current annual
      salary of Employee but not to exceed $300,000, payable to a beneficiary or
      beneficiaries selected by the Employee and an annual automobile allowance of
      $9,000.00.




4.4  **Withholding** .
      The
      Employer may deduct from each payment of compensation hereunder all amounts
      required to be deducted and withheld in accordance with applicable federal
      and
      state income, FICA and other withholding requirements.




4.5  **Business
      Expenses/Membership Reimbursements** .
      The
      Employer shall reimburse the Employee for (a) reasonable business expenses
      (including travel) incurred by the Employee in the performance of the Employee's
      duties hereunder, as approved from time to time by the Board, and (b) dues
      and other business-related expenditures, including initiation fees, associated
      with membership in professional associations which are commensurate with the
      Employee's position; provided, however, that the Employee must, as a condition
      of reimbursement, submit verification of the nature and amount of such expenses
      in sufficient detail to comply with rules and regulations promulgated by the
      Internal Revenue Service and the reimbursement policies adopted from time to
      time by the
      Employer.




5.  **COMPANY
      INFORMATION**




5.1  **Ownership
      of Information** .
      All
      Company Information received or developed by the Employee while employed by
      the
      Employer will remain the sole and exclusive property of the
      Employer.




5.2  **Obligations
      of the Employee** .
      The
      Employee agrees (a) to hold Company Information in strictest confidence,
      (b) not to use, duplicate, reproduce, distribute, disclose or otherwise
      disseminate Company Information or any physical embodiments thereof and (c)
      not
      to take or fail to take any action with respect to Confidential Information
      that
      would result in any Company Information losing its character or ceasing to
      qualify as Confidential Information or a Trade Secret. In the event that the
      Employee is required by law to disclose any Company Information, the Employee
      will not make such disclosure unless (and then only to the extent that) the
      Employee has been advised by the Company’s legal counsel that such disclosure is
      required by law and then only after prior written notice is given to the
      Employer when the Employee becomes aware that such disclosure has been requested
      and is required by law. This Section 5 will survive the termination of this
      Agreement with respect to Confidential Information for so long as it remains
      Confidential Information, but for no longer than three (3) years following
      termination of this Agreement, and this Section 5 will survive termination
      of
      this Agreement with respect to Trade Secrets for so long as is permitted by
      the
      then-current Maryland Trade Secrets Act.




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5.3  **Delivery
      upon Request or Termination** .
      Upon
      request by the Employer, and in any event upon termination of employment with
      the Employer, the Employee will promptly deliver to the Employer all property
      belonging to the Employer, including without limitation, all Company Information
      then in the Employee's possession or control.




6.  **NON-COMPETITION** .
      The
      Employee agrees that during the Term hereunder and, in the event of the
      Employee's termination of employment for any reason, thereafter for the period
      of time, if any, the Employer is obligated to make payments under Section 3.7,
      the Employee will not (except on behalf of or with the prior written consent
      of
      the Employer), within the Area, either directly or indirectly, on the Employee's
      own behalf or in the service or on behalf of others, as a principal, partner,
      officer, director, manager, supervisor, administrator, consultant, executive
      employee or in any other capacity which involves duties and responsibilities
      similar to those undertaken for the Employer, engage in any business which
      is
      the same as or essentially the same as the Business of the
      Employer.




7.  **NON-SOLICITATION
      OF CUSTOMERS** .
      The
      Employee agrees that during the Term hereunder and, in the event of the
      Employee's termination of employment for any reason, thereafter for the period
      of time, if any, the Employer is obligated to make payments under Section 3.7,
      the Employee will not (except on behalf of or with the prior written consent
      of
      the Employer), within the Area, on the Employee's own behalf or in the service
      or on behalf of others, solicit, divert or appropriate or attempt to solicit,
      divert or appropriate, directly or by assisting others, any business from any
      of
      the Employer's customers, including actively sought prospective customers,
      with
      whom the Employee has or had material contact during the last two (2) years
      of
      the Employee's employment, for purposes of providing products or services that
      are competitive with those provided by the Employer.




8.  **NON-SOLICITATION
      OF EMPLOYEES** .
      The
      Employee agrees that during the Term hereunder and, in the event of the
      Employee's termination of employment for any reason, thereafter for the period
      of time, if any, the Employer is obligated to make payments under Section 3.7,
      the Employee will not (except for Employee’s Administrative Assistant), within
      the Area, on the Employee's own behalf or in the service or on behalf of others,
      solicit, recruit or hire away or attempt to solicit, recruit or hire away,
      directly or by assisting others, any employee of the Employer or its Affiliates,
      whether or not such employee is a full-time employee or a temporary employee
      of
      the Employer or its Affiliates and whether or not such employment is pursuant
      to
      written agreement and whether or not such employment is for a determined period
      or is at will.




9.  **REMEDIES.** The
      Employee agrees that the covenants contained in Sections 5 through 8 of this
      Agreement are of the essence of this Agreement; that each of the covenants
      is
      reasonable and necessary to protect the business, interests and properties
      of
      the Employer; and that irreparable loss and damage will be suffered by the
      Employer should the Employee breach any of the covenants. Therefore, the
      Employee agrees and consents that, in addition to all the remedies provided
      by
      law or in equity, the Employer shall be entitled to a temporary restraining
      order and temporary and permanent injunctions to prevent a breach or
      contemplated breach of any of the covenants. The Employer and the Employee
      agree
      that all remedies available to the Employer or the Employee, as applicable,
      will
      be cumulative.




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10.  **SEVERABILITY.** The
      parties agree that each of the provisions included in this Agreement is
      separate, distinct and severable from the other provisions of this Agreement
      and
      that the invalidity or unenforceability of any Agreement provision will not
      affect the validity or enforceability of any other provision of this Agreement.
      Further, if any provision of this Agreement is ruled invalid or unenforceable
      by
      a court of competent jurisdiction because of a conflict between the provision
      and any applicable law or public policy, the provision will be redrawn to make
      the provision consistent with and valid and enforceable under the law or public
      policy.




11.  **NO
      SET-OFF BY THE EMPLOYEE.** The
      existence of any claim, demand, action or cause of action by the Employee
      against the Employer, or any Affiliate of the Employer, whether predicated
      upon
      this Agreement or otherwise, will not constitute a defense to the enforcement
      by
      the Employer of any of its rights hereunder.




12.  **NOTICE.** All
      notices and other communications required or permitted under this Agreement
      will
      be in writing and, if mailed by prepaid first-class mail or certified mail,
      return receipt requested, will be deemed to have been received on the earlier
      of
      the date shown on the receipt or three (3) business days after the
      postmarked date thereof. In addition, notices hereunder may be delivered by
      hand, facsimile transmission or overnight courier, in which event the notice
      will be deemed effective when delivered or transmitted. All notices and other
      communications under this Agreement must be given to the parties hereto at
      the
      following addresses:




(i)If
              to the Employer:
            Chairman County National
              Bank7401 Ritchie HighwayGlen Burnie, MD 21060With a copy to:
            Frank C. Bonaventure,
              EsquireOber/Kaler120
              E. Baltimore St.Baltimore, MD 21202-1643(ii)If
              to the Employee:
            Jan W. Clark12 Sonora DrivePasadena, Maryland
              21122





13.  **ASSIGNMENT.** Neither
      party hereto may assign or delegate this Agreement or any of its rights and
      obligations hereunder without the written consent of the other party
      hereto.




14.  **WAIVER.** A waiver
      by the Employer of any breach of this Agreement by the Employee will not be
      effective unless in writing, and no waiver will operate or be construed as
      a
      waiver of the same or another breach on a subsequent occasion.




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15.  **ARBITRATION.** Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, will be settled by binding arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association. The
      decision of the arbitration panel will be final and binding on the parties,
      and
      judgment upon the award rendered by the arbitration panel may be entered by
      any
      court having jurisdiction thereof.




16.  **ATTORNEYS'
      FEES.** In the
      event that the parties have complied with this Agreement with respect to
      arbitration of disputes and litigation ensues between the parties concerning
      the
      enforcement of an arbitration award and the Employee must employ separate legal
      counsel, the Employer shall advance to the Employee, within thirty (30) days
      after receiving copies of invoices submitted by Employee, any and all reasonable
      attorneys' fees and expenses incurred with preparing, investigating and
      litigating such action, proceeding or suit. The Employee must reimburse the
      Employer for any and all advances that exceed the first $2,500 advanced to
      the
      Employee for such legal expenses if and to the extent that a final decision
      by a
      court of competent jurisdiction has determined that the Employee was not
      justified in challenging the arbitration award under this
      Agreement.




17.  **APPLICABLE
      LAW.** This
      Agreement will be construed and enforced under and in accordance with the laws
      of the State of Maryland. The parties agree that any appropriate state court
      located in Anne Arundel County, Maryland, will have jurisdiction of any case
      or
      controversy arising under or in connection with this Agreement and will be
      a
      proper forum in which to adjudicate such case or controversy. The parties
      consent to the jurisdiction of such courts.




18.  **INTERPRETATION.** Words
      importing the singular form shall include the plural and vice versa. The terms
      “herein”, “hereunder”, “hereby”, “hereto”, “hereof” and any similar terms refer
      to this Agreement. Any captions, titles or headings preceding the text of any
      article, section or subsection herein are solely for convenience of reference
      and will not constitute part of this Agreement or affect its meaning,
      construction or effect.




19.  **ENTIRE
      AGREEMENT.** This
      Agreement embodies the entire and final agreement of the parties on the subject
      matter stated in the
      Agreement. No amendment or modification of this Agreement will be valid or
      binding upon the Employer or the Employee unless made in writing and signed
      by
      both parties. All prior understandings and agreements relating to the subject
      matter of this Agreement are hereby expressly terminated.




20.  **RIGHTS
      OF THIRD PARTIES.** Nothing
      herein expressed is intended to or will be construed to confer upon or give
      to
      any person, firm or other entity, other than the parties hereto and their
      permitted assigns, any rights or remedies under or by reason of this
      Agreement.




21.  **SURVIVAL.** The
      obligations of the Employee pursuant to Sections 5, 6, 7, 8 and 9 will survive
      the termination of the employment of the Employee hereunder for the period
      designated under each of those respective sections.









[Signature
      Page Follows]


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**IN
      WITNESS WHEREOF** ,
      the
      Employer and the Employee have executed and delivered this Agreement as of
      the
      date first shown above.




Employer :





County
      National Bank





By:
      /s/ John E. DeGrange Sr.


NAME:
      John E. DeGrange Sr.


Title:
      Vice Chairman of the Board


Chairman
      of Human Resources Committee








Employee :




/s/Jan
      W. Clark


Jan
      W.
      Clark





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