EAGLE BANCORP INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
                                                                    Exhibit 10.6

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 13th day of January, 2004 ("Commencement Date"), by and between EagleBank, a
Maryland corporation ("Eagle"), and Susan G. Riel ("Riel").

                                     RECITAL
                                     -------

     Eagle desires to retain Riel as Executive Vice President and Senior
Operations Officer of Eagle and Riel desires to accept such employment, all upon
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the recital, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement, intending to be legally bound, agree as follows:

         1. Certain Definitions. As used in this Agreement, the following terms
have the meanings set forth below:

                  1.1 "Commencement Date" means the date first written above.

                  1.2 "Bank Regulatory Agency" means any governmental authority,
                  regulatory agency, ministry, department, statutory
                  corporation, central bank or other body of the United States
                  or of any other country or of any state or other political
                  subdivision of any of them having jurisdiction over Eagle or
                  any transaction contemplated, undertaken or proposed to be
                  undertaken by Eagle, including, but not necessarily be limited
                  to:

                  (a) the Federal Deposit Insurance Corporation or any other
                  federal or state depository insurance organization or fund;

                  (b) the Federal Reserve System, the Comptroller of the
                  Currency, the Maryland Division of Financial Institutions, or
                  any other federal or state bank regulatory or commissioner's
                  office;

                  (c) any Person established, organized, owned (in whole or in
                  part) or controlled by any of the foregoing; and

                  (d) any predecessor, successor or assignee of any of the
                  foregoing.

                  1.3 "Board" means the Board of Directors of Eagle.

                  1.4 "Bylaws" means the Bylaws of Eagle as in effect from time
                  to time.

                  1.5 "EBI" means Eagle Bancorp, Inc., a Maryland corporation.

                  1.6 "Person" means any individual, firm, association,
                  partnership, corporation, limited liability company, group,
                  governmental agency or other authority, or other organization
                  or entity.

         2.       Employment; Term.
                  -----------------

                  2.1 Position. Eagle hereby employs Riel to serve as Executive
                  Vice President and Senior Operations Officer of Eagle.

                  2.2 Term. The term of this Agreement and Riel's employment
                  hereunder shall commence with the Commencement Date and
                  continue until December 31, 2006 (the "Term"), unless sooner
                  terminated in accordance with the provisions of this
                  Agreement.

         3.       Duties of Riel.
                  ---------------

                  3.1 Nature and Substance. Riel shall report directly to and
                  shall be under the direction of the Executive Vice President
                  and Chief Administrative Officer of Eagle. The specific powers
                  and duties of Riel shall be established, determined and
                  modified by and within the discretion of the Board.


                                       1
<PAGE>


                  3.2 Performance of Services. Riel agrees to devote her full
                  business time and attention to the performance of her duties
                  and responsibilities under this Agreement, and shall use her
                  best efforts and discharge her duties to the best of her
                  ability for and on behalf of Eagle and toward its successful
                  operation. Riel shall comply with all laws, statutes,
                  ordinances, rules and regulations relating to her employment
                  and duties. During the Term of this Agreement, Riel shall not
                  at any time or place directly or indirectly engage or agree to
                  engage in any business or practice related to the banking
                  business with or for any other Person to any extent
                  whatsoever, other than to the extent required by the terms and
                  conditions of this Agreement. Riel agrees that while employed
                  by Eagle she will not without the prior written consent of the
                  Board, engage, or obtain a financial or ownership interest, in
                  any other business, employment, consulting or similar
                  arrangement, or other undertaking (an "Outside Arrangement")
                  if such Outside Arrangement would interfere with the
                  satisfactory performance of Riel's duties to Eagle, present a
                  conflict of interest with Eagle and/or EBI, breach Riel's duty
                  of loyalty or fiduciary duties to Eagle and/or EBI, or
                  otherwise conflict with the provisions of this Agreement;
                  provided, however, that Riel shall not be prevented from
                  investing Riel's assets in such form or manner as would not
                  require any services on the part of Riel in the operation or
                  the affairs of the entities in which such investments are made
                  and provided such investments do not present a conflict of
                  interest with Eagle and/or EBI. Riel shall promptly notify the
                  Board of any Outside Arrangement and provide Eagle with any
                  written agreement in connection therewith.

         4.       Compensation Benefits. As full compensation for all services
                  rendered pursuant to this Agreement and the covenants
                  contained herein, Eagle shall pay to Riel the following:

                  4.1 Salary. Beginning on the Commencement Date, Riel shall be
                  paid a salary ("Salary") of One Hundred Thirty Five Thousand
                  Dollars ($135,000.00) on an annualized basis. Effective
                  January 1, 2004, Reil's Salary shall be One Hundred
                  Forty-eight Thousand Five Hundred Dollars ($148,500.00) on an
                  annualized basis. Eagle shall pay Riel's Salary in equal
                  installments in accordance with Eagle's regular payroll
                  periods as may be set by Eagle from time to time. Riel's
                  salary shall be further increased from time to time at the
                  discretion of the Board. Riel shall also be entitled to
                  certain incentive bonus payments as determined by the Board in
                  its sole discretion.

                  4.2 Withholding. Payments of Salary shall be subject to the
                  customary withholding of income and other employment taxes as
                  is required with respect to compensation paid by an employer
                  to an employee.

                  4.3 Vacation and Leave. Riel shall be entitled to such
                  vacation and leave as may be provided for under the current
                  and future leave and vacation policies of Eagle for executive
                  officers.

                  4.4 Office Space. Eagle will provide customary office space
                  and office support to Riel beginning on the Commencement Date.

                  4.5 Car Allowance. Eagle will pay Riel a monthly car allowance
                  of Six Hundred Fifty Dollars ($650.00).

                  4.6 Non-Life Insurance. Eagle will provide Riel with group
                  health, disability and other insurance as Eagle may determine
                  appropriate for all employees of Eagle.

                  4.7 Life Insurance.
                      ---------------

                  4.7.1 Eagle will obtain, and maintain at all times while this
                  Agreement is in effect, a term life insurance policy (the
                  "Policy") on Riel in the amount of Six Hundred Thousand
                  ($600,000.00), the particular product and carrier to be chosen
                  by Eagle in its discretion. Riel shall have the right to
                  designate the beneficiary of the Policy. Eagle will pay the
                  premium for the Policy. In the event Riel is rated and the
                  premium exceeds the standard rate, the Policy amount shall be
                  lowered to the maximum amount that can be purchased at the
                  standard rate for a Six Hundred Thousand ($600,000.00) policy.
                  For example, if Riel is rated and the standard rate for a Six
                  Hundred Thousand ($600,000.00) policy would acquire a Five
                  Hundred Thousand ($500,000.00) policy, Eagle would only be
                  required to purchase the Five Hundred Thousand ($500,000.00)
                  policy.

                                       2
<PAGE>

                  4.7.2 Eagle may, at its cost, obtain and maintain "key-man"
                  life insurance and/or Bank-owned life insurance on Riel in
                  such amount as determined by the Board from time to time. Riel
                  agrees to cooperate fully and to take all actions reasonably
                  required by Eagle in connection with such insurance.

                  4.8 Expenses. Eagle shall promptly upon presentation of proper
                  expense reports therefor reimburse Riel, in accordance with
                  the policies and procedures established from time to time by
                  Eagle for its senior executive officers, for all reasonable
                  and customary travel (other than local use of an automobile
                  for which Riel is being provided the car allowance) and other
                  out-of-pocket expenses incurred by Riel in the performance of
                  her duties and responsibilities under this Agreement and
                  promoting the business of Eagle, including appropriate
                  membership fees, dues and the cost of attending meetings and
                  conventions.

                  4.9 Retirement Plans. Riel shall be entitled to participate in
                  any and all qualified pension or other retirement plans of
                  Eagle which may be applicable to executive personnel of Eagle.

                  4.10 Other Benefits. While this Agreement is in effect, Riel
                  shall be entitled to all other benefits that Eagle provides
                  from time to time to its senior executive officers, including,
                  but not limited to, any stock option plan and other incentive
                  plans.

                  4.11 Eligibility. Participation in any health, life, accident,
                  disability, medical expense or similar insurance plan or any
                  qualified pension or other retirement plan shall be subject to
                  the terms and conditions contained in such plan. All matters
                  of eligibility for benefits under any insurance plans shall be
                  determined in accordance with the provisions of the applicable
                  insurance policy issued by the applicable insurance company.

                  4.12 Warrants. Riel shall be issued warrants or options to
                  acquire shares of EBI stock from time to time at the
                  discretion of the Board of Directors of EBI following a
                  recommendation by the Board. In that regard, it is
                  acknowledged that concurrent with the execution of this
                  Agreement Riel will be granted stock options for five thousand
                  (5,000) shares in accordance with the EBI 1998 Stock Option
                  Plan under a vesting schedule as determined by EBI. Additional
                  options may be granted during the term of this Agreement.

           5.     Conditions Subsequent to Continued Operation and Effect of
                  ----------------------------------------------------------
                  Agreement.
                  ----------

                  5.1 Continued Approval by Bank Regulatory Agencies. This
                  Agreement and all of its terms and conditions, and the
                  continued operation and effect of this Agreement and Eagle's
                  continuing obligations hereunder, shall at all times be
                  subject to the continuing approval of any and all Bank
                  Regulatory Agencies whose approval is a necessary prerequisite
                  to the continued operation of Eagle. Should any term or
                  condition of this Agreement, upon review by any Bank
                  Regulatory Agency, be found to violate or not be in compliance
                  with any then-applicable statute or any rule, regulation,
                  order or understanding promulgated by any Bank Regulatory
                  Agency, or should any term or condition required to be
                  included herein by any such Bank Regulatory Agency be absent,
                  this Agreement may be rescinded and terminated by Eagle if the
                  parties hereto cannot in good faith agree upon such additions,
                  deletions, or modifications as may be deemed necessary or
                  appropriate to bring this Agreement into compliance.

         6.       Termination of Agreement. This Agreement may be terminated
                  prior to expiration of the Term as provided below.

                  6.1 Definition of Cause. For purposes of this Agreement,
                  "Cause" means:

                      (a) any act of theft, fraud, intentional misrepresentation
                      or similar conduct by Riel in connection with or
                      associated with the services rendered by Riel to Eagle
                      under this Agreement;

                      (b) any failure of this Agreement to comply with any Bank
                      Regulatory Agency requirement which is not cured in
                      accordance with Section 5.1 within a reasonable period of
                      time after written notice thereof;

                      (c) any Bank Regulatory Agency action or proceeding
                      against Riel as a result of her negligence, fraud,
                      malfeasance or misconduct;

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<PAGE>

                      (d) any of the following conduct on the part of Riel that
                      Riel has not been corrected or cured within thirty (30)
                      days after having received written notice from Eagle
                      detailing and describing such conduct:

                           (i) the use of drugs, alcohol or other substances by
                               Riel to an extent which materially interferes
                               with or prevents Riel from performing Riel's
                               duties under this Agreement;

                          (ii) failure by or the inability of Riel to devote
                               full time, attention and energy to the
                               performance of Riel's duties pursuant to this
                               Agreement (other than by reason of her death or
                               disability);

                         (iii) intentional material failure by Riel to
                               carry out the explicit lawful and reasonable
                               directions, instructions, policies, rules,
                               regulations or decisions of the Board which are
                               consistent with her position; or

                          (iv) willful or intentional misconduct on the part of
                               Riel that results in substantial injury to Eagle
                               or any of its parent, subsidiaries or affiliates.

                  6.2 Termination by Eagle.
                      ---------------------

                           6.2.1 For Cause. Eagle shall have the right to cancel
                           and terminate this Agreement and Riel's employment
                           for Cause immediately on written notice, with Riel's
                           compensation and benefits ceasing as of Riel's last
                           day of employment, provided, however, that Riel shall
                           be entitled to benefits through the last day of
                           employment and accrued compensation to that date.

                           6.2.2 Without Cause. Eagle shall have the right to
                           cancel and terminate this Agreement and Riel's
                           employment at any time on written notice without
                           Cause for any or no reason, with Riel's compensation
                           and benefits ceasing as of Riel's last day of
                           employment, subject to the provisions of Section 6.4.
                           and Article 8.

                  6.3 Termination by Riel. Riel shall have the right to cancel
                  and terminate this Agreement and her employment at any time on
                  sixty (60) days prior written notice to the Board, with Riel's
                  compensation and benefits ceasing as of Riel's last day of
                  employment, provided, however, that Riel shall be entitled to
                  benefits through the last day of employment and accrued
                  compensation to that date.

                  6.4 Severance. Except as set forth below, if Riel's employment
                  with Eagle is terminated by Eagle or its successors during the
                  Term without Cause, Eagle shall, for the balance of the Term,
                  continue to pay Riel, in the manner set forth below, Riel's
                  Salary at the rate being paid as of the date of termination;
                  provided, however, that Riel shall not be entitled to any such
                  payments of Salary if (i) her employment is terminated due to
                  her death or long-term disability, or (ii) this Agreement is
                  rendered null and void pursuant to Section 5.1, or (iii) there
                  is a Change in Control Termination (as defined in Section
                  8.2). Any Salary due Riel pursuant to this Section 6.4 shall
                  be paid to Riel in installments on the same schedule as Riel
                  was paid immediately prior to the date of termination, each
                  installment to be the same amount Riel would have been paid
                  under this Agreement if she had not been terminated. In the
                  event Riel breaches any provision of Article 7 of this
                  Agreement, Riel's entitlement to any Salary payable pursuant
                  to this Section 6.4, if and to the extent not yet paid, shall
                  thereupon immediately cease and terminate.

           7.     Confidentiality; Non-Competition; Non-Interference.
                  ---------------------------------------------------

                  7.1 Confidential Information. Riel, during employment by
                  Eagle, will have access to and become familiar with various
                  confidential and proprietary information of Eagle, its parent,
                  subsidiaries and/or affiliates and/or relating to the business
                  of Eagle, its parent, subsidiaries and/or affiliates
                  ("Confidential Information"), including, but not limited to:
                  business plans; operating results; financial statements and
                  financial information; contracts; mailing lists; purchasing
                  information; customer data (including lists, names and
                  requirements); feasibility studies; personnel related
                  information (including compensation, compensation plans, and
                  staffing plans); internal working documents and
                  communications; and other materials related to the businesses
                  or activities of Eagle, its parent, subsidiaries and/or
                  affiliates which is made available only to employees with a
                  need to know or which is not generally made available to the
                  public. Failure to mark any Confidential


                                       4
<PAGE>

                  Information as confidential, proprietary or protected
                  information shall not affect its status as part of the
                  Confidential Information subject to the terms of this
                  Agreement.

                  7.2 Nondisclosure. Riel hereby covenants and agrees that Riel
                  shall not at any time, directly or indirectly, disclose,
                  divulge, reveal, report, publish, or transfer any Confidential
                  Information to any Person, or use Confidential Information in
                  any way or for any purpose, except as required in the course
                  of Riel's employment by Eagle. The covenant set forth in this
                  Section 7.2 shall not apply to information now known by the
                  public or which becomes known generally to the public (other
                  than as a result of a breach of this Article 7 by Riel) or
                  information that is customarily shown or disclosed. Riel
                  further covenants and agrees that Riel shall not at any time,
                  directly or indirectly, disclose to any Person, including but
                  not limited to any other employee of EBI or Eagle, any of the
                  terms of this Agreement.

                  7.3 Documents. All files, papers, records, documents,
                  compilations, summaries, lists, reports, notes, databases,
                  tapes, sketches, drawings, memoranda, and similar items
                  (collectively, "Documents"), whether prepared by Riel, or
                  otherwise provided to or coming into the possession of Riel,
                  that contain any proprietary information about or pertaining
                  or relating to Eagle, its parent, subsidiaries and/or
                  affiliates and/or their businesses ("Eagle Information") shall
                  at all times remain their exclusive property. Promptly after a
                  request by Eagle or the termination of Riel's employment, Riel
                  shall take reasonable efforts to (i) return to Eagle all
                  Documents in any tangible form (whether originals, copies or
                  reproductions) and all computer disks containing or embodying
                  any Document or Eagle Information and (ii) purge and destroy
                  all Documents and Eagle Information in any intangible form
                  (including computerized, digital or other electronic format)
                  as may be requested in writing by the Chairman of the Board of
                  Eagle, and Riel shall not retain in any tangible form any such
                  Document or any summary, compilation, synopsis or abstract of
                  any Document or Eagle Information.

                  7.4 Non-Competition.
                      ----------------

                           7.4.1 Riel hereby acknowledges and agrees that,
                           during the course of employment by Eagle, Riel will
                           become familiar with and involved in all aspects of
                           the business and operations of Eagle. Riel hereby
                           covenants and agrees that from the Commencement Date
                           until the earlier to occur of (a) the date one
                           hundred eighty (180) days after Riel's last day of
                           employment with Eagle or (b) December 31, 2006, Riel
                           will not at any time (except for Eagle), directly or
                           indirectly, in any capacity (whether as a proprietor,
                           owner, agent, officer, director, shareholder,
                           partner, principal, member, employee, contractor,
                           consultant or otherwise) render any services to a
                           bank or savings and loan or a holding company of a
                           bank or savings and loan (in any case, a "Bank") with
                           respect to any Bank office, branch or other facility
                           (in any case, a "Branch") that is located within a
                           thirty-five (35) mile radius of the location of
                           Eagle's headquarters on the date hereof (including,
                           without limitation, being involved in any manner in
                           the operations of or having any responsibilities with
                           respect to any Branch).

                           7.4.2 This Section 7.4 shall not apply if prior to
                           December 31, 2006, there is a (i) merger or
                           consolidation of Eagle with a third party in which
                           Eagle is not the survivor, (ii) sale of a controlling
                           interest in Eagle to a third party or (iii) a sale of
                           all or substantially all of the business or assets of
                           Eagle to a third party, and this Agreement is not
                           assigned to such third party or Riel's employment
                           hereunder is otherwise terminated by such third party
                           in connection with such merger, consolidation or
                           sale. Further, mere ownership of less than two
                           percent (2%) of the securities of any publicly held
                           corporation shall not constitute a violation of this
                           Section.

                  7.5 Non-Interference. Riel hereby covenants and agrees that
                  during her employment and for a period of twelve (12) months
                  after Riel's last date of employment with Eagle, Riel will
                  not, directly or indirectly, for herself or any other Person
                  (whether as a proprietor, owner, agent, officer, director,
                  shareholder, partner, principal, member, employee, contractor,
                  consultant or any other capacity), induce or attempt to induce
                  any customers, suppliers, officers, employees, contractors,
                  consultants, agents or representatives of, or any other person
                  that has a business relationship with, Eagle or any of its
                  parent, subsidiaries and affiliates to discontinue, terminate
                  or reduce the extent of their relationship with Eagle and/or
                  any such parent, subsidiary or affiliate or to take any action
                  that would disrupt or otherwise be disadvantageous to any such
                  relationship, nor will Riel otherwise solicit any customer or
                  employee of Eagle on behalf of herself or any other Person or
                  entity.

                                       5
<PAGE>

                  7.6 Injunction. In the event of any breach or threatened or
                  attempted breach of any such provision by Riel, Eagle shall,
                  in addition to and not to the exclusion of any other rights
                  and remedies at law or in equity, be entitled to seek and
                  receive from any court of competent jurisdiction (i) full
                  temporary and permanent injunctive relief enjoining and
                  restraining Riel and each and every other Person concerned
                  therein from the continuation of such volatile acts and (ii) a
                  decree for specific performance of the applicable provisions
                  of this Agreement, without being required to furnish any bond
                  or other security.

                  7.7 Reasonableness.
                      ---------------

                           7.7.1 Riel has carefully read and considered the
                           provisions of this Article 7 and, having done so,
                           agrees that the restrictions and agreements set forth
                           in this Article 7 are fair and reasonable and are
                           reasonably required for the protection of the
                           interests of Eagle and its business, shareholders,
                           directors, officers and employees. Riel further
                           agrees that the restrictions set forth in this
                           Agreement will not impair or unreasonably restrain
                           Riel's ability to earn a livelihood.

                           7.7.2 If any court of competent jurisdiction should
                           determine that the duration, geographical area or
                           scope of any provision or restriction' set forth in
                           this Article 7 exceeds the maximum duration,
                           geographic area or scope that is reasonable and
                           enforceable under applicable law, the parties agree
                           that said provision shall automatically be modified
                           and shall be deemed to extend only over the maximum
                           duration, geographical area and/or scope as to which
                           such provision or restriction said court determines
                           to be valid and enforceable under applicable law,
                           which determination the parties direct the court to
                           make, and the parties agree to be bound by such
                           modified provision or restriction.

         8.       Change in Control.
                  ------------------

                  8.1      Definition.  "Change in Control" means and shall be
                  deemed to have occurred if:

                  (a) there shall be consummated any consolidation or merger of
                  EBI in which EBI is not the continuing or surviving
                  corporation or pursuant to which shares of EBI's capital stock
                  are converted into cash, securities or other property other
                  than a consolidation or merger of EBI in which the holders of
                  EBI's voting stock immediately before the consolidation or
                  merger shall, upon consummation of the consolidation or
                  merger, own at least 50% of the voting stock of the surviving
                  corporation, or any sale of all or substantially all of the
                  assets of EBI;

                  (b) any person (within the meaning of Sections 13(d) and
                  14(d)(2) of the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act")) shall after the Commencement Date become
                  the beneficial owner (within the meaning of Rules 13d-3 and
                  13d-5 under the Exchange Act), directly or indirectly, of
                  securities of EBI representing fifty-one percent (51%) or more
                  of the voting power of then all outstanding securities of EBI
                  entitled to vote generally in the election of directors of EBI
                  (including, without limitation, any securities of EBI that any
                  such person has the right to acquire pursuant to any
                  agreement, or upon exercise of conversion rights, warrants or
                  options, or otherwise, which shall be deemed beneficially
                  owned by such person); or

                  (c) individuals who at the Commencement Date constitute the
                  entire Board of Directors of EBI and any new directors whose
                  election by the Board of Directors of EBI, or whose nomination
                  for election by EBI's stockholders, shall have been approved
                  by a vote of at least a majority of the directors then in
                  office who either were directors at the Commencement Date or
                  whose election or nomination for election shall have been so
                  approved, shall cease for any reason to constitute at least a
                  majority of the Board of Directors of EBI.

                  8.2 Change in Control Termination. For purposes of this
                  Agreement, a "Change in Control Termination" means that while
                  this Agreement is in effect:

                  (a) Riel's employment with Eagle is terminated without Cause
                  within one hundred twenty (120) days immediately (i) prior to
                  and in conjunction with a Change in Control or (ii) following
                  consummation of a Change in Control; or

                  (b) Riel is notified within one hundred twenty (120) days
                  immediately prior to or immediately following consummation of
                  a Change in Control that, as a result of the Change in
                  Control, she will not be continued in a

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<PAGE>

                  comparable position (with comparable compensation and
                  benefits) with Eagle to the position Riel holds at the time
                  such notice is given if the notice is given prior to the
                  Change in Control or, if the notice is given after a Change in
                  Control, to the position Riel held immediately prior to the
                  Change in Control, and within fifteen (15) days after
                  receiving such notification Riel notifies Eagle that she is
                  terminating her employment due to such change in her
                  employment, with her last day of employment to be mutually
                  agreed to by Eagle and Riel but which shall be not more than
                  sixty (60) days after such notice is given by Riel; or

                  (c) If at the expiration of the one hundred twenty (120) day
                  period immediately following consummation of a Change in
                  Control (the "Action Period") none of the events described in
                  Sections 8.2(a) and 8.2(b) above have occurred, Riel, within
                  the thirty (30) day period immediately following the last day
                  of the Action Period, notifies Eagle that she is terminating
                  her employment due to the Change in Control, with her last day
                  of employment to be mutually agreed to by Eagle and Riel but
                  which shall be not more than sixty (60) days after such notice
                  is given by Riel.

                  8.3 Change in Control Payment. If there is a Change in Control
                  Termination, Riel shall be paid a lump-sum cash payment (the
                  "Change Payment") equal to 2.99 times Riel's Salary at the
                  highest rate in effect during the twelve (12) month period
                  immediately preceding her last day of employment, such Change
                  Payment to be made to Riel within forty-five (45) days after
                  her last day of employment.

                  8.4      Adjustment.
                           -----------

                  (a) Notwithstanding anything in this Agreement to the
                  contrary, if the Determining Firm (as defined in Section
                  8.4(b)) determines that any portion of the Change Payment
                  and/or the portions, if any, of other payments or
                  distributions in the nature of compensation by Eagle to or for
                  the benefit of Riel (including, but not limited to, the value
                  of the acceleration in vesting of restricted stock, options or
                  any other stock-based compensation) whether or not paid or
                  payable or distributed or distributable pursuant to the terms
                  of this Agreement (collectively with the Change Payment, the
                  "Aggregate Payment"), would cause any portion of the Aggregate
                  Payment to be subject to the excise tax imposed by Code
                  Section 4999 or would be nondeductible by Eagle pursuant to
                  Code Section 280G (such portion subject to the excise tax or
                  being nondeductible, the "Parachute Payment"), the Aggregate
                  Payment will be reduced, beginning with the Change Payment, to
                  an amount which will not cause any portion of the Aggregate
                  Payment to constitute a Parachute Payment.

                  (b) All determinations required to be made under this Section
                  8.4, will be made by a reputable law or accounting firm (the
                  "Determining Firm") selected by Eagle. All fees and expenses
                  of the Determining Firm will be obligations solely of Eagle.
                  The determination of the Determining Firm will be binding upon
                  Eagle and Riel.

         9. Assignability. Riel shall have no right to assign this Agreement or
         any of Riel's rights or obligations hereunder to another party or
         parties.

         10. Governing Law. This Agreement shall be governed by and construed
         in accordance with the laws of the State of Maryland applicable to
         contracts executed and to be performed therein, without giving to the
         choice of law rules thereof.

         11. Notices. All notices, requests, demands and other communications
         required to be given or permitted to be given under this Agreement
         shall be in writing and shall be conclusively deemed to have been given
         (1) when hand delivered to the other party, or (2) when received when
         by facsimile at the address a number set forth below provided however,
         that notices given by facsimile shall no be effective unless either a
         duplicate copy of such facsimile notice is promptly given by depositing
         same in a States post office first-class postage prepaid and addressed
         to the parties as set forth below, or the receiving party delivers a
         written confirmation of receipt for such notice either by facsimile or
         any other method permitted under this sub additionally, any notice
         given by facsimile shall be deemed received on the next business day if
         such notice is received after 5:00 p.m. (recipient's time) or on a
         non-business day); or three (3) business days after the same have been
         deposited in a United States post office with first-class certified
         mail, return receipt, postage prepaid and addressed to the parties as
         set forth below; or (4) the next business day after same have been
         deposited with a national overnight delivery service reasonably
         approved by the parties (Federal Express and DHL WorldWide Express
         being deemed approved by the parties), postage prepaid, addressed to
         the parties as set forth below with next-business-day delivery
         guaranteed, provided that the sending party received a confirmation


                                       7
<PAGE>

         of delivery from the delivery service provider. The address of a party
         set forth below may be changed by that party by written notice to the
         other from time to time pursuant to this Article.

                  To:      Susan G. Riel
                           688 Ridge Road.
                           Mt. Airy,  MD 21771

                  To:      EagleBank
                           C/O Ronald D. Paul
                           7815 Woodmont Ave.
                           Bethesda, MD 20814

                  cc:      Fred S. Sommer, Esquire
                           Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
                           11921 Rockville Pike, Third Floor
                           Rockville, MD  20852

         12. Entire Agreement. This Agreement contains all of the agreements and
         understandings between the parties hereto with respect to the
         employment of Riel by Eagle, and supersedes all prior agreements,
         arrangements and understandings related to the subject matter hereof.
         No oral agreements or written correspondence shall be held to affect
         the provisions hereof. No representation, promise, inducement or
         statement of intention has been made by either party that is not set
         forth in this Agreement, and neither party shall be bound by or liable
         for any alleged representation, promise, inducement or statement of
         intention not so set forth.

         13. Headings. The Article and Section headings contained in this
         Agreement are for reference purposes only and shall not in any way
         affect the meaning or interpretation of this Agreement.

         14. Severability. Should any part of this Agreement for any reason be
         declared or held illegal, invalid or unenforceable, such determination
         shall not affect the legality, validity or enforceability of any
         remaining portion or provision of this Agreement, which remaining
         portions and provisions shall remain in force and effect as if this
         Agreement has been executed with the illegal, invalid or unenforceable
         portion thereof eliminated.

         15. Amendment: Waiver. Neither this Agreement nor any provision hereof
         may be amended, modified, changed, waived, discharged or terminated
         except by an instrument in writing signed by the party against which
         enforcement of the amendment, modification, change, waiver, discharge
         or termination is sought. The failure of either party at any time or
         times to require performance of any provision hereof shall not in any
         manner affect the right at a later time to enforce the same. No waiver
         by either party of the breach of any term, provision or covenant
         contained in this Agreement, whether by conduct or otherwise, in any
         one or more instances, shall be deemed to be, or construed as, a
         further or continuing waiver of any such breach, or a waiver of the
         breach of any other term, provision or covenant contained in this
         Agreement.

         16. Gender and Tense. As used in this Agreement, the masculine,
         feminine and neuter gender, and the singular or plural number, shall
         each be deemed to include the other or others whenever the context so
         indicates.

         17. Binding Effect. This Agreement is and shall be binding upon, and
         inures to the benefit of, Eagle, its successors and assigns, and Riel
         and her heirs, executors, administrators, and personal and legal
         representatives.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]




                                       8
<PAGE>




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

         EAGLEBANK

         By:
             --------------------------------

         Title:
                -----------------------------



         /s/ SUSAN G. RIEL
         ----------------------------
         Susan G. Riel


         ----------------------------
         Date

</TEXT>
</DOCUMENT>
