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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-150763

GRAPHIC   GRAPHIC

        On December 2, 2007, Eagle Bancorp, Inc. and Fidelity & Trust Financial Corporation entered into an Agreement and Plan of Merger pursuant to which Fidelity will be merged into Woodmont Holdings, Inc., a newly formed wholly owned subsidiary of Eagle, and shares of Fidelity common stock will be converted into shares of Eagle common stock. Shareholders of Fidelity are being asked to approve the merger and the merger agreement at a special meeting of Fidelity shareholders to be held on August 26, 2008. Eagle shareholders are being asked to approve the issuance of shares of Eagle common stock in connection with the merger at a special meeting of Eagle shareholders to be held on August 27, 2008.

        As a result of the merger, each share of Fidelity common stock, other than those shares as to which an objecting shareholder's right to demand and receive the payment of fair value have been properly exercised, will be converted into shares of Eagle common stock. The initial conversion ratio set forth in the merger agreement was 0.9202 shares of Eagle common stock for each share of Fidelity common stock, subject to reduction in accordance with the merger agreement. See "The Merger—Merger Consideration at page 30 for a discussion of factors which could result in a reduction of the conversion ratio. If the merger had been completed as of March 31, 2008, then based on a preliminary, partial and estimated application of the adjustment provisions of the merger agreement, the conversion ratio would have been 0.6867 shares of Eagle common stock for each share of Fidelity common stock. The actual conversion ratio may be higher or lower than the estimated adjusted conversion ratio as of March 31, 2008. Based on the number of shares of Fidelity common stock outstanding as of July 25, 2008, and assuming no options to acquire Fidelity common stock are exercised, Eagle will issue approximately 3,871,296 shares of Eagle common stock, or approximately 28% of the outstanding shares of Eagle common stock in connection with the merger, based on the initial conversion ratio of 0.9202, and approximately 2,888,958 shares of Eagle common stock, or approximately 23% of the outstanding shares of Eagle common stock following the merger, based on the estimated adjusted conversion ratio of 0.6867 as of March 31, 2008. Each outstanding and unexercised option to acquire Fidelity common stock will be assumed by Eagle and converted into an option to acquire Eagle common stock. The price at which each converted option will be exercisable will be the current exercise price divided by the conversion ratio, rounded to the next higher whole cent. No fractional shares of Eagle common stock will be issued in connection with the merger. Outstanding shares of Eagle common stock will not be changed as a result of the merger. Eagle and Fidelity are sending you this Joint Proxy Statement/Prospectus to ask you to vote on these matters.

        The board of directors of Fidelity has unanimously approved the merger and the merger agreement and recommends that Fidelity shareholders vote "FOR" the merger and the merger agreement. The board of directors of Eagle has unanimously approved the merger and the merger agreement and recommends that the shareholders of Eagle vote "FOR" the issuance of shares of Eagle common stock in connection with the merger. The merger is subject to the receipt of regulatory approvals and to the receipt of the shareholder approvals being sought at the special meetings of Eagle and Fidelity shareholders, as well as the satisfaction of other conditions set forth in the merger agreement.

        Please carefully review this joint proxy statement/prospectus in its entirety, as it provides detailed information about the merger and the proposals being presented at the meetings, and contains important information about Fidelity and Eagle. In particular, you should review the information under "Risk Factors" at page 16.

        Directors and executive officers of Fidelity owning or controlling approximately 31.4% of the outstanding shares of Fidelity common stock as of the record date for the Fidelity special meeting have entered into agreements in which they have agreed to vote all of such shares in favor of the proposal to approve the merger and the merger agreement. Directors of Eagle and its wholly owned subsidiary, EagleBank, owning or controlling approximately 26.2% of the outstanding shares of Eagle common stock as of the record date for the Eagle special meeting have indicated their intention to vote in favor of the proposal approving the issuance of shares of Eagle common stock in connection with the merger.

        Eagle common stock is listed under the symbol "EGBN" on The NASDAQ Capital Market. On November 30, 2007, the last trading day before the public announcement of the merger agreement, Eagle's closing price was $12.51 per share, and on July 23, 2008, the last trading day before the date of this joint proxy statement/prospectus, Eagle's closing price was $8.04 per share. You should obtain current market quotations for Eagle common stock. There is no public market for Fidelity common stock.

        YOUR VOTE IS IMPORTANT. The merger cannot be completed unless Eagle's shareholders approve the issuance of shares of Eagle common stock in connection with the merger and Fidelity shareholders approve the merger and the merger agreement. Whether or not you plan to attend your special meeting, please complete, date, sign and return promptly your proxy card in the enclosed postage pre-paid envelope. Abstentions and failures to vote, including by failing to instruct your broker how to vote, will have the same effect as votes against the proposal to approve the merger and the merger agreement at the Fidelity meeting.

        We are very enthusiastic about the merger and thank you for your continued support.

Sincerely,

GRAPHIC

Ronald D. Paul
President, Chief Executive Officer and Chairman
Eagle Bancorp, Inc.		   GRAPHIC

Susan B. Hepner
Board Chair
Fidelity & Trust Financial Corporation

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this joint proxy statement/prospectus, or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        Shares of Eagle common stock are not savings or deposit accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

        This joint proxy statement/prospectus is dated July 25, 2008, and is first being mailed to shareholders of Fidelity on or about July 29, 2008, and is first being mailed to shareholders of Eagle on or about July 29, 2008.


EAGLE BANCORP, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
Wednesday, August 27, 2008

To the Shareholders of Eagle Bancorp, Inc.:

        Eagle Bancorp, Inc. will hold a special meeting of shareholders on Wednesday, August 27, 2008 at 10:00 A.M. local time, at The Bethesda Marriott Hotel, 5151 Pooks Hill Road, Bethesda, Maryland, for the following purposes:

        We have fixed the close of business on July 17, 2008 as the record date for determining those Eagle shareholders entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. If your shares are not registered in your own name, you will need additional documentation from your recordholder in order to vote in person at the meeting.

        Holders of Eagle common stock do not have the right under Maryland law to demand and receive the fair value of their shares, as a result of the merger or the issuance of shares in connection with the merger.

        We cannot complete the merger unless the proposed issuance of shares of Eagle common stock to Fidelity shareholders on the terms and conditions set out in the merger agreement is approved by the affirmative vote of a majority of the shares of Eagle common stock voting on the issuance. The joint proxy statement/prospectus accompanying this notice explains the merger and the merger agreement, the proposals to be considered at the Eagle special meeting and specific information concerning the Eagle special meeting. Please review this joint proxy statement/prospectus carefully.

        The Eagle board of directors believes that the proposal to issue shares of Eagle common stock to Fidelity shareholders on the terms and conditions set forth in the merger agreement is in the best interests of Eagle and its shareholders, has unanimously approved the proposal and recommends that Eagle shareholders vote "FOR" approval of the issuance of shares.

        The joint proxy statement/prospectus follows this notice, and a proxy card is enclosed. To ensure that your vote is counted, please complete, sign, date and return the proxy card in the enclosed, postage-paid return envelope, whether or not you plan to attend the meeting in person. If you attend the meeting, you may revoke your proxy and vote your shares in person. However, attendance at the meeting will not of itself revoke a proxy.

    By Order of the Board of Directors

 
 
GRAPHIC

Ronald D. Paul
 President, Chief Executive Officer and Chairman

July 29, 2008
 
 

Please complete and sign the enclosed proxy and return it promptly in the
envelope provided, whether or not you plan to attend the meeting.


FIDELITY & TRUST FINANCIAL CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
Tuesday, August 26, 2008

To the Shareholders of Fidelity & Trust Financial Corporation:

        Fidelity & Trust Financial Corporation will hold a special meeting of shareholders on Tuesday, August 26, 2008 at 10:00 A.M. local time, at 2445 M Street, NW, Washington, DC, 20037, for the following purposes:


        We have fixed the close of business on July 25, 2008 as the record date for determining those Fidelity shareholders entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. If your shares are not registered in your own name, you will need additional documentation from your recordholder in order to vote in person at the meeting.

        Fidelity shareholders have the right to assert rights as an objecting shareholder with respect to the merger and demand in writing that the surviving corporation in the merger pay the fair value of their shares of Fidelity common stock under applicable provisions of Maryland law. In order to exercise and perfect these rights, Fidelity shareholders must give written notice of their intent to demand payment for their shares to Fidelity before voting on the merger at the special meeting and must not vote in favor of or consent to the merger. A copy of the applicable Maryland statutory provisions is included as Appendix D of the attached joint proxy statement/prospectus, and a summary of these provisions can be found under the section entitled "The Merger—Dissenters' Rights" at page 71 of the attached joint proxy statement/prospectus.

        We cannot complete the merger unless the merger and the merger agreement are approved by the affirmative vote of two-thirds of the outstanding shares of Fidelity common stock entitled to vote at the Fidelity special meeting. The joint proxy statement/prospectus accompanying this notice explains the merger and the merger agreement, the proposals to be considered at the Fidelity special meeting and specific information concerning the Fidelity special meeting. Please review this joint proxy statement/prospectus carefully.

        The Fidelity board of directors has unanimously determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Fidelity and its shareholders, has adopted the merger agreement and recommends that Fidelity shareholders vote "FOR" approval of the merger and the merger agreement.

        The joint proxy statement/prospectus follows this notice, and a proxy card is enclosed. To ensure that your vote is counted, please complete, sign, date and return the proxy card in the enclosed, postage-paid


return envelope, whether or not you plan to attend the meeting in person. If you attend the meeting, you may revoke your proxy and vote your shares in person. However, attendance at the meeting will not of itself revoke a proxy. If you should have any questions about voting, please call our proxy solicitor, Laurel Hill Advisory Group at (888) 742-1305.

    By Order of the Board of Directors

 
 
GRAPHIC

J. Mercedes Alvarez, Secretary

July 29, 2008
 
 

Please complete and sign the enclosed proxy and return it promptly in the
envelope provided, whether or not you plan to attend the meeting.


TABLE OF CONTENTS

 
   Page
ADDITIONAL INFORMATION   1
QUESTIONS AND ANSWERS ABOUT THE MEETINGS AND THE MERGER   2
SUMMARY   6
RISK FACTORS   16
SELECTED CONSOLIDATED FINANCIAL DATA   18
FIDELITY & TRUST FINANCIAL CORPORATION   19
COMPARATIVE PER SHARE DATA   20
COMPARATIVE STOCK PRICES AND DIVIDENDS   22
FORWARD-LOOKING STATEMENTS   23
THE MEETINGS   24
THE MERGER   30
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION   73
UNAUDITED PRO FORMA COMBINED BALANCE SHEET   74
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT   75
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION   80
INFORMATION ABOUT EAGLE   84
INFORMATION ABOUT FIDELITY   88
COMPARATIVE RIGHTS OF SHAREHOLDERS   141
LEGAL MATTERS   144
EXPERTS   144
WHERE YOU CAN FIND MORE INFORMATION   145
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES   146
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2007 AND 2006, AND INDEPENDENT AUDITORS' REPORT   F-1
APPENDIX A—AGREEMENT AND PLAN OF MERGER   A-1
APPENDIX B—OPINION OF MILESTONE ADVISORS, LLC   B-1
APPENDIX C—OPINION OF SANDLER O'NEILL & PARTNERS, L.P.    C-1
APPENDIX D—SECTIONS 3-201 to 3-213 OF THE MARYLAND GENERAL CORPORATION LAW   D-1
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS   II-1
EXHIBITS    


ADDITIONAL INFORMATION

        This document is the joint proxy statement of Eagle Bancorp, Inc. and Fidelity & Trust Financial Corporation for their respective special meetings of shareholders. This document is also the prospectus of Eagle Bancorp for the shares of Eagle common stock to be issued in connection with the merger. This joint proxy statement/prospectus incorporates important business and financial information about Eagle from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from Eagle at 7815 Woodmont Avenue, Bethesda, Maryland 20814, Attention: Michael T. Flynn, Executive Vice President, 301.986.1800.

        If you would like additional copies of this joint proxy statement/prospectus, please contact Computershare Investor Services, toll-free at 877-282-1168.

        If you would like to request documents, please do so by August 18, 2008 in order to receive them before the special meeting.

        See "Where You Can Find More Information" at page 145 for further information.

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QUESTIONS AND ANSWERS ABOUT THE MEETINGS AND THE MERGER

Q: Why am I receiving this joint proxy statement/prospectus?

A: You are receiving this joint proxy statement/prospectus because you are a shareholder of either Eagle or Fidelity as of the respective record dates for the Eagle and Fidelity special meetings of shareholders. This joint proxy statement/prospectus is being used by the boards of directors of Eagle and Fidelity to solicit your proxy for use at the special meetings. This joint proxy statement/prospectus also serves as the prospectus for shares of Eagle common stock to be issued in exchange for shares of Fidelity common stock in connection with the merger.

The Merger and the Special Meetings of Shareholders

Q: What matters will be considered at the Fidelity special meeting of shareholders?

A: At the special meeting of shareholders of Fidelity & Trust Financial Corporation, Fidelity shareholders will be asked to vote on: (1) the Agreement and Plan of Merger among Eagle Bancorp, Inc., Woodmont Holdings, Inc., a wholly owned subsidiary of Eagle, Fidelity and Fidelity & Trust Bank, under which Fidelity will merge with and into Woodmont, with Woodmont surviving the merger, and (2) a proposal, if necessary, to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the agreement and plan of merger and the merger contemplated thereby. The Agreement and Plan of Merger and the merger contemplated thereby are referred to in this joint proxy statement/prospectus as the "merger agreement" and "merger," respectively. The merger agreement is included with this joint proxy statement/prospectus as Appendix A.

Q: What matters will be considered at the Eagle special meeting of shareholders?

A: At the special meeting of shareholders of Eagle, Eagle shareholders will be asked to vote on: (1) the issuance of up to a maximum of 4,338,363 shares of Eagle common stock to Fidelity shareholders in connection with the merger; and (2) a proposal, if necessary, to adjourn the special meeting to a later date or dates to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the issuance of shares. As Fidelity will be merged into Woodmont, and not into Eagle, Eagle shareholders are not required to vote on or approve the merger. However, because more than 20% of the outstanding shares of Eagle common stock are proposed to be issued in connection with the merger, Eagle shareholders are required to approve the issuance of shares to Fidelity shareholders under the listing requirements of The NASDAQ Capital Market.

Q: What shareholder vote is necessary?

A: At the Fidelity meeting, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Fidelity common stock is required to approve the merger agreement and the merger, and the affirmative vote of a majority of the shares present or represented at the special meeting is required to approve the proposal, if necessary, to adjourn the special meeting to permit further solicitation of proxies. Directors and executive officers of Fidelity and F&T Bank owning or controlling approximately 31.4% of the outstanding shares of Fidelity common stock as of the record date for the Fidelity special meeting have entered into agreements with Eagle under which they have agreed to vote their shares for approval of the merger agreement and the merger.

At the Eagle special meeting, the affirmative vote of a majority of the votes cast on the proposal is necessary to approve the issuance of shares of Eagle common stock to Fidelity shareholders in connection with the merger, and the affirmative vote of a majority of the shares present or represented at the special meeting is required to approve the proposal, if necessary, to adjourn the special meeting to permit further solicitation of proxies. Directors of Eagle and EagleBank owning or controlling approximately 26.2% of the outstanding shares of Eagle common stock as of the record date for the Eagle special meeting have

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indicated their intention to vote such shares for approval of the proposed issuance of shares of Eagle common stock in connection with the merger.

Q: What vote does the Fidelity board of directors recommend?

A: Fidelity's board of directors unanimously recommends that Fidelity shareholders vote "FOR" approval of the merger agreement and the merger and "FOR" the proposal to approve, if necessary, an adjournment of the special meeting to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement and the merger.

Q: What vote does the Eagle board of directors recommend?

A: Eagle's board of directors unanimously recommends that Eagle shareholders vote "FOR" approval of the issuance of shares of Eagle common stock to Fidelity shareholders in connection with the merger and "FOR" the proposal to approve, if necessary, an adjournment of the special meeting to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the issuance of shares.

Q: What do I need to do now?

A: After you have carefully read this joint proxy statement/prospectus, indicate on your proxy card how you want to vote with respect to the proposal to approve the merger agreement and the merger, if you are a Fidelity shareholder, or the issuance of shares in connection with the merger, if you are an Eagle shareholder, and the proposal, if necessary, to adjourn the special meeting to a later date to permit the further solicitation of proxies. Complete, sign, date and mail the proxy card in the enclosed postage-paid return envelope as soon as possible so that your shares will be represented and voted at the special meeting. The proxy card should be mailed in accordance with the instructions provided thereon. Do not send your Fidelity stock certificates with your proxy card.

Q. How do I change my vote after I have mailed my signed proxy card?

A: You may change your vote at any time before your proxy is voted by revoking your proxy in any of the following three ways:

Q: If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A: No. If you do not provide your broker with instructions on how to vote your shares held in "street name," your broker will not be permitted to vote your shares on the proposal to approve the merger agreement and the merger at the Fidelity meeting, or the proposal to approve the issuance of shares of Eagle common stock at the Eagle special meeting, without your instructions. You should therefore instruct your broker how to vote your shares. Your failure to instruct your broker to vote your shares of Fidelity common stock will be the equivalent of voting against the approval of the merger agreement and the merger. Your failure to instruct your broker to vote your shares of Eagle common stock will have no effect on either proposal being presented at the Eagle special meeting, unless it prevents the presence of a quorum at the Eagle special meeting.

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Q: What if I abstain from voting?

A: If a Fidelity shareholder abstains from voting it will have the same effect as a vote against the merger agreement and the merger but will have no effect on the proposal, if necessary, to adjourn the special meeting to permit further solicitation of proxies. An abstention by an Eagle shareholder will have no effect on either proposal being presented.

Q: Am I entitled to dissenters' rights or similar rights?

A: Yes, if you are a Fidelity shareholder. Under Maryland law, Fidelity shareholders may exercise their rights as objecting shareholders to demand the payment of the fair value of their shares of Fidelity common stock in connection with the merger. These rights are occasionally referred to as "dissenters' rights" in this joint proxy statement/prospectus. The provisions of Maryland law governing dissenters' rights are complex, and you should study them carefully if you wish to exercise these rights. Multiple steps must be taken to properly exercise and perfect such rights. A copy of Sections 3-201 through 3-213 of the Maryland General Corporation Law (the "MGCL") is included with this joint proxy statement/prospectus as Appendix D.

If you are an Eagle shareholder, you are not entitled to dissenters' rights in connection with the merger.

For a more complete description of dissenters' rights, please refer to the section of this joint proxy statement/prospectus entitled "Dissenters' Rights" in the Summary and the section "The Merger—Dissenters' Rights" at page 71.

Q: When do you expect to complete the merger?

A: We presently expect to complete the merger in the third quarter, or early in the fourth quarter, of 2008. However, we cannot assure you when or if the merger will occur. Shareholders of Fidelity holding at least two-thirds of the outstanding shares of Fidelity common stock must first approve the merger agreement and the merger at the Fidelity special meeting, Eagle shareholders must approve the issuance of shares of Eagle common stock to holders of Fidelity common stock in connection with the merger, we must obtain the necessary regulatory approvals, and other conditions specified in the merger agreement must be satisfied.

Q: Is consummation of the merger subject to any conditions?

A: Yes. In addition to the shareholder approvals being sought at the special meetings, consummation of the merger requires the receipt of the necessary regulatory approvals, and the satisfaction of other conditions specified in the merger agreement. See "The Merger—Regulatory Approvals Required for the Merger" and "The Merger—Conditions to the Merger" at pages 39 and 59 of this joint proxy statement/prospectus, respectively.

Merger Consideration

Q: What will Fidelity shareholders receive in the merger?

A: As a result of the merger, each share of Fidelity common stock (other than shares with respect to which dissenters' rights have been properly exercised and perfected) will be converted into the right to receive 0.9202 of a share of Eagle common stock, subject to reduction as provided in the merger agreement. Please refer to The Merger—Merger Consideration—Potential Reduction of the Conversion Ratio" at page 30, for a discussion of factors which may result in a reduction in the number of shares of Eagle common stock into which each share of Fidelity common stock may be converted.

The merger will not result in any change to the outstanding shares of Eagle common stock.

Q: What are the tax consequences of the merger to me?

A: We expect that for United States federal income tax purposes, in general, the merger will not be a taxable event to those Fidelity shareholders who receive solely Eagle common stock in exchange for their Fidelity common stock. However, Fidelity shareholders generally will recognize gain or loss with respect to

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cash received in lieu of fractional shares of Eagle common stock that they would otherwise be entitled to receive. See "Material United States Federal Income Tax Consequences" at page 35.

Eagle and Fidelity will have no obligation to complete the merger until they have received an opinion of counsel to the effect that the merger will be a reorganization within the meaning of Section 368 of the Internal Revenue Code and that the merger will have certain United States federal income tax results. However, this opinion will not bind the Internal Revenue Service, which could take a different view of the transaction.

We urge you to consult your personal tax advisor to gain a full understanding of the tax consequences of the merger to you. Tax matters are very complicated, and in many cases, the tax consequences of the merger will depend on your particular facts and circumstances.

Q: When should I send in my stock certificates?

A: Do not send in your certificates representing shares of Fidelity common stock with your proxy card. After the merger is completed, holders of Fidelity common stock will be sent a letter of transmittal and instructions regarding on how to exchange Fidelity common stock certificates for shares of Eagle common stock.

Q: Is there other information about Eagle I should consider that is not included in this joint proxy statement/prospectus?

A: Yes. Much of the business and financial information about Eagle that may be important to you is not included in this joint proxy statement/prospectus. Instead, that information is "incorporated by reference" to documents separately filed by Eagle with the Securities and Exchange Commission. This means that Eagle may satisfy its disclosure obligations to you by referring you to one or more documents separately filed by it with the SEC. See "Where You Can Find More Information" at page 145 for a list of documents that Eagle has incorporated by reference into this joint proxy statement/prospectus and for instructions on how to obtain copies of those documents. The documents are available to you without charge.

Q: What will happen to my Fidelity stock options?

A: Each option to acquire shares of Fidelity common stock under Fidelity's stock option plans that is outstanding at the effective time of the merger will be converted into an option to purchase shares of Eagle common stock. The number of shares of Eagle common stock that may be acquired pursuant to Fidelity options will be the number of shares of Fidelity common stock underlying such option multiplied by the conversion ratio. The exercise price of the option will be ratably adjusted in accordance with such conversion. See "The Merger—Treatment of Fidelity Options" at page 33.

Q: Who can answer my questions about the merger?

A: If you need additional copies of this proxy statement or have questions about voting your shares, call:

If you are an Eagle shareholder   If you are a Fidelity shareholder
Computershare Investor Services
877-282-1168		   Laurel Hill Advisory Group
888-742-1305

If you have other questions about the merger, call:

If you are an Eagle shareholder
Michael T. Flynn
Executive Vice President
301-986-1800		   If you are a Fidelity shareholder
J. Mercedes Alvarez
Corporate Secretary
202-719-9748

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SUMMARY

This summary highlights material information from this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read the entire joint proxy statement/prospectus carefully and the other documents to which we refer to understand fully the merger. See "Where You Can Find More Information" at page 145.

Information about Eagle and Fidelity (See page 84 and page 88)

        Eagle Bancorp, Inc., organized in 1997 under Maryland law, is the registered bank holding company for EagleBank, Bethesda, Maryland, a Maryland chartered commercial bank which is a member of the Federal Reserve System. Eagle is a growth oriented institution, providing general commercial and consumer banking services through EagleBank, and subordinated financing for real estate projects through a direct subsidiary, where the primary financing would be provided by EagleBank. EagleBank was organized as an independent, community oriented, and full-service alternative to the super regional financial institutions, which dominate its primary market area. EagleBank's philosophy is to provide superior, personalized service to our customers. EagleBank focuses on relationship banking, providing each customer with a number of services, becoming familiar with and addressing customer needs in a proactive, personalized fashion. EagleBank currently has six offices serving Montgomery County and three offices in the District of Columbia.

        Eagle's common stock is listed for trading on The NASDAQ Capital Market under the symbol "EGBN." As of July 17 there were 9,839,164 shares of Eagle common stock outstanding.

        At March 31, 2008, Eagle had totals assets of approximately $899 million, total loans of approximately $760 million, total deposits of approximately $686 million, and total shareholders' equity of approximately $84 million. At March 31, 2008, its nonperforming assets (consisting of nonaccrual loans, loans past due 90 or more days and other real estate owned) were approximately $11.7 million, or 1.30% of total assets. For the year ended December 31, 2007 and the three months ended March 31, 2008, Eagle had earnings of $0.78 and $0.17 per diluted share, respectively. Eagle paid a dividend of $0.06 per share with respect to each quarter of 2007 and the first quarter of 2008.

        Recent Developments.    At June 30, 2008, Eagle had totals assets of approximately $916 million, total loans of approximately $795 million, total deposits of approximately $698 million, and total shareholders' equity of approximately $84 million. At June 30, 2008, its nonperforming assets (consisting of nonaccrual loans, loans past due 90 or more days and other real estate owned) were approximately $11.6 million, or 1.45% of total assets. For the three and six months ended June 30, 2008, Eagle had earnings of $0.19. and $0.35, respectively, per diluted share. Eagle paid a dividend of $0.06 per share with respect the second quarter of 2008.

        On July 23, 2008, the Board of Directors of Eagle Bancorp authorized Eagle to proceed with preparations for an offering of up to $30 million of noncumulative preferred stock convertible into shares of Eagle common stock. The specific terms of the preferred stock, including the dividend rate and the conversion rate, have not yet been determined. Eagle intends to first offer the shares to its shareholders following the closing of the merger and the transactions contemplated by the merger agreement, in order that Eagle's existing shareholders and new shareholders resulting from the merger may maintain their proportionate interests in the combined company. On the same date, Eagle's Board of Directors also determined that the Company would discontinue payment of cash dividends on the common stock, in order to increase capital in order to support the combined company's increased asset base and future growth. The Board also determined that the Company would, following effectiveness of the merger, pay a 10% stock dividend, with a record and payable date such that the former Fidelity shareholders would be eligible to receive the dividend.

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        Fidelity & Trust Financial Corporation, organized in 2003 under Maryland law, is the registered bank holding company for Fidelity & Trust Bank, Bethesda, Maryland, a Maryland chartered commercial bank which is a member of the Federal Reserve System. F&T Bank was organized to provide general commercial and consumer banking services, and to acquire and provide a source of funding for residential mortgage loans originated for sale by Fidelity & Trust Mortgage, Inc., a mortgage brokerage company organized in 2000, and a wholly owned subsidiary of F&T Bank. Since September 11, 2007, F&T Mortgage has ceased all origination activities, and is in the process of liquidating its remaining assets and liabilities.

        At March 31, 2008, Fidelity had total assets of approximately $459 million; total portfolio loans of approximately $337 million; total deposits of approximately $369 million; and total shareholders' equity of approximately $25 million. At March 31, 2008, its nonperforming assets (consisting of nonaccrual loans and loans which were 90 days past due and still accruing) were approximately $6.3 million, or 1.37% of total assets. For the year ended December 31, 2007 and the three months ended March 31, 2008, Fidelity had a loss of $3.18 and $0.19 per share, respectively, primarily as a result of losses incurred by F&T Mortgage.

        Recent Developments.    At June 30, 2008, Fidelity had totals assets of approximately $461 million; total portfolio loans of approximately $356 million; total deposits of approximately $368 million; and total shareholders' equity of approximately $23 million. At June 30, 2008, its nonperforming assets (consisting of nonaccrual loans and loans past due 90 or more days) were approximately $9.9 million, or 2.14% of total assets. For the three and six months ended June 30, 2008, Fidelity had losses of $0.25 and $0.44, respectively, per diluted share, primarily related to losses incurred by F&T Mortgage.

Fidelity Special Meeting of Shareholders (See page 24)

        The special meeting of Fidelity shareholders will be held at 10:00 a.m., local time, on August 26, 2008, at 2445 M Street NW, Washington, DC, 20037. At the Fidelity meeting, Fidelity shareholders will be asked to vote to approve:


        You can vote at the special meeting if you were a record holder of Fidelity common stock at the close of business on July 25, 2008, the record date for the special meeting. As of that date, there were 4,207,016 shares of Fidelity common stock outstanding and entitled to be voted at the special meeting. Approval of the merger and the merger agreement requires the affirmative vote of the holders of two-thirds of the shares of Fidelity common stock outstanding at the record date. Approval of the proposal to adjourn the special meeting requires a majority vote of the shareholders present or represented at the special meeting. Directors and executive officers of Fidelity and F&T Bank owning or controlling approximately 31.4% of the outstanding shares of Fidelity common stock as of the record date have agreed to vote their shares to approve the merger and the merger agreement.

Eagle Special Meeting of Shareholders (See page 27)

        The special meeting of Eagle shareholders will be held at 10:00 a.m., local time, on August 27, 2008, at The Bethesda Marriott Hotel, 5151 Pooks Hill Road, Bethesda, Maryland. At the Eagle special meeting, Eagle shareholders will be asked to vote to approve:

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        You can vote at the special meeting if you were a record holder of Eagle common stock at the close of business on July 17, 2008, the record date for the special meeting. As of that date, there were 9,888,898 shares of Eagle common stock outstanding and entitled to be voted at the special meeting. Approval of the issuance of shares requires the affirmative vote of a majority of the votes cast on the proposal. Approval of the proposal to adjourn the special meeting requires a majority vote of the shareholders present or represented at the special meeting. Directors of Eagle and EagleBank owning or controlling approximately 26.2% of the outstanding shares of Eagle common stock as of the record date have indicated their intention to vote their shares to approve the issuance of shares.

The Merger (See page 30)

        Eagle, its wholly owned subsidiary Woodmont Holdings, Inc., Fidelity and F&T Bank have entered into an Agreement and Plan of Merger that provides for the merger of Fidelity with Woodmont, with Woodmont continuing as the surviving corporation. The Agreement and Plan of Merger is attached as Appendix A to this joint proxy statement/prospectus. In addition, promptly following the merger of Fidelity with and into Woodmont, F&T Bank will merge with and into EagleBank, with EagleBank continuing as the surviving bank. Woodmont will then be merged with and into Eagle, with Eagle continuing as the surviving corporation.

        Upon effectiveness of the merger, Robert P. Pincus and one other member of the Fidelity board of directors, to be selected by Fidelity, will be appointed to the Eagle board of directors. Upon the effectiveness of the merger of F&T Bank and EagleBank, Mr. Pincus and three other members of the F&T Bank board of directors designated by F&T Bank will be appointed to the EagleBank board of directors. Mr. Pincus will serve as Vice Chairman of both boards of directors. In the event that the merger is effective prior to Eagle's 2008 annual meeting of shareholders at which directors are elected, but too late for inclusion of the F&T designated directors in Eagle's proxy materials for the meeting, Eagle will appoint the designated directors to the Eagle and EagleBank boards of directors following the annual meeting. You should read the Agreement and Plan of Merger because it is the legal document that governs the merger. In this joint proxy statement/prospectus, we sometimes refer to the Agreement and Plan of Merger as the merger agreement.

        The merger of Fidelity with and into Woodmont will occur shortly after all of the conditions to its completion have been satisfied or waived. Currently, we anticipate that the merger will occur in the third quarter or early in the fourth quarter of 2008. However, we cannot assure you when or if the merger will occur.

What Fidelity Shareholders Will Receive in the Merger (See page 30)

        The merger agreement provides that at the effective time of the merger each outstanding share of Fidelity common stock, other than shares with respect to which dissenters' rights have properly been exercised and perfected, will be converted into the right to receive 0.9202 of a share of Eagle common stock, subject to reduction in accordance with the merger agreement. If the merger had been completed as of March 31, 2008, then based on a preliminary, partial and estimated application of the adjustment provisions of the merger agreement, the conversion ratio would have been 0.6867 shares of Eagle common stock for each share of Fidelity common stock. The actual conversion ratio may be higher or lower than the estimated adjusted conversion ratio as of March 31, 2008. See "The Merger—Merger Consideration—Potential Reduction of the Conversion Ratio" at page 30.

        Eagle will not issue any fractional shares of Eagle common stock in the merger. Fidelity shareholders will receive cash for any fractional shares of Eagle common stock owed to them in an amount, without interest, based on the average closing price of Eagle common stock during a five day period ending immediately before the date which is two business days prior to the effective time of the merger.

8

        On July 24, 2008, the most recent practicable trading date prior to the filing of this joint proxy statement/prospectus, the closing price of Eagle common stock was $8.11 per share. No assurance can be given that the current market price of Eagle common stock will be equal to the market price of Eagle common stock on the date that stock is received by a Fidelity shareholder or at any other time. The market price of Eagle common stock when received by a Fidelity shareholder may be higher or lower than the current market price of Eagle common stock.

        Fidelity's Board of Directors Unanimously Recommends Shareholder Approval of the Merger (See page 42)

        Fidelity's board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Fidelity and its shareholders and unanimously adopted the merger agreement and the transactions contemplated by the merger agreement. Fidelity's board of directors unanimously recommends that Fidelity shareholders vote "FOR" approval of the merger and the merger agreement.

        The affirmative vote of the holders of at least two-thirds of the outstanding shares of Fidelity common stock is required to approve the merger and the merger agreement.

        As of the record date, the directors and executive officers of Fidelity and F&T Bank owned and were entitled to vote 1,319,179 shares of Fidelity common stock, which represents approximately 31.4% of the outstanding shares of Fidelity common stock. These persons have entered into agreements with Eagle under which they have agreed to vote all of their shares in favor of the merger agreement.

        As of the record date, directors of Eagle and EagleBank owned 9,000 shares of Fidelity common stock, all of which were acquired from Fidelity in its 2005 private offering. These directors have indicated that they intend to vote "FOR" approval of the merger and the merger agreement.

Fidelity's Reasons for the Merger (See page 41)

        In reaching its determination to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, Fidelity's board consulted with Fidelity's management and its financial and legal advisors, and considered a number of factors, including.

        The positive factors included, but were not limited to:

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        The Fidelity board of directors also considered certain potential adverse consequences of the proposed merger that included but were not limited to:

Opinion of Fidelity's Financial Advisor (See page 44)

        Milestone Advisors, LLC has served as financial advisor to Fidelity in connection with the merger and has given its opinion to Fidelity's board of directors that the merger was fair to Fidelity shareholders from a financial point of view. A copy of the opinion delivered by Milestone is included with this joint proxy statement/prospectus as Appendix B. Milestone's opinion is summarized under the caption "The Merger—Opinion of Fidelity's Financial Advisor", at page 44 of this joint proxy statement/prospectus. Fidelity shareholders should read the opinion carefully and completely. The opinion outlines the assumptions made, matters considered and limitations of the review undertaken by Milestone in providing its opinion, and the relationships between Milestone, Fidelity and members of the board of directors of Fidelity. Milestone's opinion is directed to the Fidelity board of directors and does not constitute a recommendation to any shareholder as to any matters relating to the merger. Fidelity has agreed to pay Milestone a success fee of $350,000, contingent upon the completion of the merger.

Eagle's Reasons for the Merger (See page 42)

        In reaching its decision to approve and adopt the merger agreement and the transactions contemplated thereby, the Eagle board of directors, in consultation with management and its financial and legal advisors, considered numerous factors. In determining that the merger was in the best interest of Eagle and its shareholders, the board considered that the merger will, in a cost effective manner, substantially increase EagleBank's assets and capital base, allowing it to provide customers with larger loans, and a wider variety of loan, deposit and other products, and expand its human and financial resources; the addition of Fidelity's six offices will provide EagleBank with greater presence in the District of Columbia and Montgomery County, and provide it with the opportunity to enter the northern Virginia market for the first time; provide the combined company with opportunities for cross selling of products and for substantial cost savings through reduction of administrative and overhead expenses, as well as possible branch consolidation in the future, resulting in a transaction which should produce increased

10


income and benefits for Eagle shareholders. The board of directors also considered the risks related to the proposed merger, including those related to F&T Mortgage.

Opinion of Eagle's Financial Advisor (See page 50)

        Sandler O'Neill and Partners, L.P. has served as financial advisor to Eagle in connection with the merger and has given its opinion to Eagle's board of directors that the merger was fair to Eagle shareholders from a financial point of view. A copy of the opinion delivered by Sandler O'Neill is included with this joint proxy statement/prospectus as Appendix C. Sandler O'Neill's opinion is summarized under the caption "The Merger—Opinion of Eagle's Financial Advisor", at page 50 of this joint proxy statement/prospectus. Eagle shareholders should read the opinion carefully and completely. The opinion outlines the assumptions made, matters considered and limitations of the review undertaken by Sandler O'Neill in providing its opinion. Sandler O'Neill's opinion is directed to the Eagle board of directors and does not constitute a recommendation to any shareholder as to any matters relating to the merger. Eagle has paid Sandler O'Neill a fee of $100,000 and has agreed to pay Sandler O'Neill a transaction fee of 0.50% of the aggregate purchase price (subject to a minimum fee of $250,000), which will be due and payable upon the closing of the merger and against which the amount already paid will be credited.

Fidelity Officers and Directors Have Some Interests in the Merger That Are Different than or in Addition to Their Interests as Shareholders (See page 37)

        In addition to their interests as shareholders, certain directors, executive officers or employees of Fidelity may have interests in the merger that are different from or in addition to your interests. These interests relate to or arise from, among other things:

        Please see the section entitled "Security Ownership of Directors, Executive Officers and Certain Beneficial Owners of Fidelity" on page 108 for more information regarding options held by specific individuals.

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        Fidelity's board of directors was aware of these interests and took them into account in its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement. For information concerning these interests, please see the discussion under the caption "Interests of Certain Persons in the Merger."

Material United States Federal Income Tax Consequences (See page 35)

        The merger has been structured as a "reorganization" for United States federal income tax purposes. Accordingly, holders of shares of Fidelity common stock will generally not recognize any gain or loss for United States federal income tax purposes on the exchange of their shares of Fidelity common stock for Eagle common stock in the merger, except for any gain or (in certain cases) loss recognized in connection with any cash received as part of the merger consideration for fractional share interests. The companies themselves will not recognize gain or loss as a result of the merger. It is a condition to the obligations of Fidelity and Eagle to complete the merger that they receive a legal opinion from Eagle's counsel that the merger will be a reorganization for United States federal income tax purposes.

        The United States federal income tax consequences described above may not apply to all holders of Fidelity common stock, including certain holders specifically referred to at page 35. Your tax consequences will depend on your own situation. You should consult your tax advisor to determine the particular tax consequences of the merger to you.

Dissenters' Rights (See page 71)

        Fidelity shareholders are entitled to exercise dissenters' rights with respect to the merger and, if the merger is completed and they perfect their dissenters' rights, to receive payment in cash for the fair value of their shares of Fidelity common stock. In general, to preserve their dissenters' rights, Fidelity shareholders who wish to exercise these rights must:

        The text of Sections 3-201 through 3-213 of the MGCL governing dissenters' rights is included with this joint proxy statement/prospectus as Appendix D. Failure to comply with the procedures described in Appendix D will result in the loss of dissenters' rights under the MGCL. We urge you to carefully read the text of Sections 3-201 through 3-213 of the MGCL governing dissenters' rights.

The Merger Will Be Accounted for under the Purchase Method of Accounting (See page 39)

        The merger will be accounted for under the purchase method of accounting, as such term is used under accounting principles generally accepted in the United States of America.

Completion of the Merger Is Subject to Certain Conditions (See page 59)

        Completion of the merger is subject to a number of conditions, including the approval of the merger and the merger agreement by Fidelity shareholders, approval of the issuance of shares of Eagle common stock to Fidelity shareholders in connection with the merger by Eagle shareholders and the receipt of necessary regulatory approvals. Certain conditions to the merger may be waived by Eagle or Fidelity, as applicable.

We May Not Complete the Merger Without All Required Regulatory Approvals (See page 39)

        The merger requires the receipt of certain regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, and the Maryland Commissioner of Financial Regulation. We have made filings and notifications for these purposes. As of the date hereof, we have received the

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approval of the Federal Reserve. We expect to obtain all other necessary regulatory approvals, although we cannot be certain if or when we will obtain them.

Termination of the Merger Agreement (See page 67).

        Eagle, Woodmont, Fidelity and F&T Bank can mutually agree to abandon the merger and terminate the merger agreement at any time prior to the time the merger is completed, even after shareholder approval. Also, either Fidelity and F&T Bank or Eagle and Woodmont can decide, without the consent of the other, to abandon the merger in a number of situations, including if:

The merger agreement will be deemed to be terminated if:

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        Additionally, if Fidelity's board makes a good faith determination that the fiduciary duty of the directors under Maryland law requires that the board of directors consider, negotiate, communicate, or provide information (collectively "communications") with respect to an unsolicited acquisition proposal, because such proposal is more favorable from a financial point of view to the shareholders of Fidelity than the merger, which determination is made after receiving the advice of counsel to Fidelity regarding the requirements of the fiduciary duty of the directors under Maryland law, and the advice of Fidelity's financial advisor as to whether the proposal is more favorable from a financial point of view to its shareholders than the merger, resulting in Fidelity engaging in communications with respect to an unsolicited acquisition proposal, and such communications extend for 60 days from the date on which Fidelity provided notice of such proposal to Eagle, and Fidelity has not rejected such unsolicited acquisition proposal by the end of the 60 day period, then Eagle shall have the right to terminate the agreement immediately upon notice to Fidelity.

Fidelity Must Pay Eagle a Termination Fee under Certain Circumstances (See page 69)

        Fidelity must pay Eagle a termination fee of $2 million within three days of termination of the merger agreement in the following circumstances:

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        Fidelity agreed to this termination fee arrangement in order to induce Eagle to enter into the merger agreement. This arrangement could have the effect of discouraging other companies from trying to acquire Fidelity.

Effect of Merger on Rights of Fidelity Shareholders (See page 141)

        The rights of Fidelity shareholders are governed by Maryland law, as well as Fidelity's articles of incorporation and bylaws. After completion of the merger, the rights of the former Fidelity shareholders receiving Eagle common stock in the merger will continue to be governed by Maryland law, and will be governed by Eagle's articles of incorporation and bylaws. There are substantive and procedural differences between Fidelity's and Eagle's articles of incorporation and bylaws that will affect the rights of Fidelity shareholders.

Market Price Information

        The following table sets forth the closing sale price per share of Eagle common stock, as reported on The Nasdaq Capital Market, and Fidelity common stock, based upon the last recorded trade, as of November 30, 2007 (the last full trading day before the public announcement of the merger agreement) and as of July 24, 2008, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus.

 
   Eagle
Common Stock
   Fidelity
Common Stock
   Pro Forma Equivalent for
Fidelity Common Stock(1)
November 30, 2007   $ 12.51   $ 11.50   $ 11.51
July 24, 2008   $ 8.11   $ 11.50   $ 7.46
(1)
Pro forma equivalent for Fidelity common stock determined by multiplying the price of Eagle common stock by the conversion ratio of 0.9202. The actual conversion ratio may be lower. Based on the estimated adjusted conversion ratio as of March 31, 2008 of 0.6867, the pro forma equivalent for Fidelity common stock would be $8.59 at November 30, 2007 and $5.57 at July 24, 2008.

        The market price of Eagle common stock will fluctuate prior to the merger. You should obtain current market quotations for Eagle common stock.

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RISK FACTORS

        In addition to the other information contained or incorporated by reference in this joint proxy statement/prospectus, the following factors should be considered carefully when evaluating this transaction and the proposal to approve the merger agreement at the Fidelity special meeting and the issuance of shares at the Eagle special meeting. You should read these risk factors together with the risk factors contained in Eagle's Annual Report on Form 10-K for the year ended December 31, 2007, and any changes to those risk factors included in Eagle's Quarterly Reports on Form 10-Q, or other documents filed with the SEC after the date of the Annual Report.

The conversion ratio is subject to change as a result of adverse changes affecting Fidelity through the effective date of the merger. Additionally, because the market price of Eagle common stock will fluctuate between now and the time Fidelity shareholders receive their shares of Eagle common stock, Fidelity shareholders cannot be sure of the number, or the value, of the shares of Eagle common stock they will receive in the merger.

        Upon completion of the merger, each share of Fidelity common stock will be converted into the right to receive 0.9202 shares of Eagle common stock per share of Fidelity common stock, subject to reduction pursuant to the terms of the merger agreement. The adjustment to the conversion ratio is automatic, and the circumstances under which Fidelity can terminate the merger agreement as a result of adverse changes to the conversion ratio are extremely limited. Please refer to "The Merger—Merger Consideration—Potential Reduction of the Conversion Ratio" at page 30 for a discussion of the factors which may result in a reduction in the conversion ratio. If the adverse changes to Fidelity are of a sufficient magnitude, then either Fidelity or Eagle may have the right to terminate the merger. If the merger were effective as of March 31, 2008, we estimate the conversion ratio would be approximately 0.6867 shares of Eagle common stock for each share of Fidelity common stock. See "The Merger—Termination, Termination Payments" at page 69.

        Because Eagle is issuing its shares at a fixed exchange ratio, subject to reduction in accordance with the merger agreement, any change in the price of Eagle common stock prior to completion of the merger will affect the value of the shares of Eagle common stock that Fidelity shareholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control.

        Accordingly, at the time of the Fidelity special meeting, Fidelity shareholders will not be able to determine the exact number of, or the value of, shares of Eagle common stock, they may receive upon completion of the merger.

The market price of the shares of Eagle common stock may be affected by factors different from those affecting the shares of Fidelity common stock.

        Upon completion of the merger, holders of Fidelity common stock will become holders of Eagle common stock. Some of Eagle's current businesses and markets differ from those of Fidelity and, accordingly, the results of operations of Eagle after the merger may be affected by factors different from those currently affecting the results of operations of Fidelity. For further information on the businesses of Eagle and Fidelity and the factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under "Where You Can Find More Information" at page 145 and the information contained under "Information about Fidelity" at page 88.

We may fail to realize the cost savings we estimate for the merger.

        The success of the merger will depend, in part, on our ability to realize the estimated cost savings and revenue enhancements from combining the businesses of Eagle and Fidelity. While we believe, as of the

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date of this joint proxy statement/prospectus, that these cost savings and revenue enhancement estimates are achievable, it is possible that the potential cost savings and revenue enhancements could turn out to be more difficult to achieve than we anticipated. Our estimates also depend on our ability to combine the businesses of Eagle and Fidelity in a manner that permits those cost savings and revenue enhancements to be realized. Our ability to realize increases in revenue will depend, in part, on out ability to retain customers and employees, and to capitalize on existing relationships for the provision of additional products and services. If our estimates turn out to be incorrect or we are not able to successfully combine our two companies, the anticipated cost savings and increased revenues may not be realized fully or at all, or may take longer to realize than expected.

The costs and effects related to the terminated mortgage operations of F&T Mortgage may be greater or more expensive than we anticipated, which could have an adverse impact on the results of operations, shareholder returns and financial condition of Eagle following the merger, and on the market price for Eagle common stock.

        Until September 2007, F&T Mortgage, a wholly owned subsidiary of F&T Bank, originated loans held for sale into the secondary market. While many of these mortgages were conforming mortgages sold to quasi-governmental mortgage agencies, or guaranteed under Federal programs, others were nonconforming or "exotic" loans, including no documentation and low documentation loans whose borrowers had credit scores which were above the credit scores which define subprime loans (otherwise referred as ALT-A mortgage loans). Negative amortization loans constituted a negligible percentage of the loans originated. F&T Mortgage did not originate subprime loans. Under the terms of the agreements under which substantially all of these loans were sold, F&T Mortgage is required to repurchase loans which defaulted early or which breached the F&T Mortgage representations and warranties at the time the loan closed. Though all early default periods have expired, the liability for breaches of representations and warranties exists until the loan is paid off. Although F&T Mortgage has had limited requests to repurchase loans for representations and warranties breaches, it is not possible to predict with accuracy the extent to which it may receive such requests in the future. Although Fidelity and Eagle believe that there are significant arguments that F&T Bank, and EagleBank following the merger, would not be legally obligated to effect most such repurchases on behalf of F&T Mortgage, these arguments may not be successful, and the expense and effort of defending against, or settling litigation relating to, these requests could be much greater than anticipated, which would adversely affect the results of operations and financial condition of the combined company.

Combining our two companies may be more difficult, costly or time-consuming than we expect, or could result in the loss of customers.

        Eagle and Fidelity have operated, and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the merger. As with any merger of banking institutions, there also may be disruptions that cause us to lose customers or cause customers to withdraw their deposits from our banks. Although we do not plan to close any branches immediately upon consummation of the merger, we may consolidate branches in the future, including as leases expire. Certain customers' branches may be consolidated with other branches in the market area resulting in new office locations and new banking associates serving such customers. Customers may not readily accept changes to their banking arrangements after the merger and may obtain banking services elsewhere, which could adversely affect the results of operations of the combined company.

Certain officers and directors of Fidelity have potential conflicts of interest in the merger.

        Fidelity shareholders should be aware of potential conflicts of interest and the benefits available to Fidelity officers and directors when considering Fidelity's board of directors' recommendation to approve the merger. Certain officers, directors and employees of Fidelity will become officers, directors or employees of Eagle and/or EagleBank and will be subject to employment or other service agreements with EagleBank after completion of the merger.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables show summarized historical financial data for Eagle and Fidelity. The information presented is based on historical financial statements for each company. The financial and other data set forth below is not complete and should be read together with, and is qualified in its entirety by, the more detailed information, including the consolidated financial statements of Eagle and related notes, appearing in its 2007 Annual Report on Form 10-K, incorporated by reference herein, and the consolidated financial statements of Fidelity included elsewhere in this joint proxy statement/prospectus.


EAGLE BANCORP, INC.

 
   Three months ended March 31,
   Year ended December 31,
  
(dollars in thousands except per share data)
  2008
   2007
   2007
   2006
   2005
   2004
   2003
  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Selected Balances—Period End
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets   $ 899,467   $ 776,188   $ 846,400   $ 773,451   $ 672,252   $ 553,453   $ 442,997  
Total shareholders' equity     83,537     74,460     81,166     72,916     64,964     58,534     53,012  
Total loans     759,547     637,356     716,677     625,773     549,212     415,509     317,533  
Total deposits     685,740     632,111     630,936     628,515     568,893     462,287     335,514  

Selected Balances—Averages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets   $ 860,030   $ 770,880   $ 800,437   $ 712,297   $ 610,245   $ 487,853   $ 375,802  
Total shareholders' equity     83,200     73,890     76,760     68,973     61,563     55,507     34,028  
Total loans     731,501     636,225     659,204     575,854     479,311     353,537     266,811  
Total deposits     655,106     616,492     634,332     585,621     512,416     397,788     292,953  

Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income   $ 14,014   $ 13,736   $ 57,077   $ 50,318   $ 36,726   $ 24,195   $ 18,403  
Interest expense     5,414     5,767     23,729     17,880     8,008     4,328     3,953  
Net interest income     8,600     7,969     33,348     32,438     28,718     19,867     14,450  
Provision for credit losses     720     303     1,643     1,745     1,843     675     1,175  
Net interest income after provision for credit losses     7,880     7,666     31,705     30,693     26,875     19,192     13,275  
Noninterest income     940     998     5,186     3,846     3,998     3,753     2,850  
Noninterest expense     6,208     6,049     24,921     21,824     18,960     14,952     11,007  
Income before taxes     2,612     2,615     11,970     12,715     11,913     7,993     5,118  
Income tax expense     961     933     4,269     4,690     4,369     2,906     1,903  
Net income     1,651     1,682     7,701     8,025     7,544     5,087     3,215  
Dividends declared     588     570     2,302     2,147     1,994     —     —  

Per Share Data(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income, basic   $ 0.17   $ 0.18   $ 0.80   $ 0.85   $ 0.82   $ 0.56   $ 0.49  
Net income, diluted     0.17     0.17     0.78     0.81     0.77     0.53     0.46  
Book value     8.53     7.83     8.35     7.69     6.95     6.38     5.85  
Dividends declared per share     0.06     0.06     0.24     0.23     0.22     —     —  
Dividend payout ratio(2)     35.61 %   33.33 %   29.89 %   27.06 %   26.42 %   —     —  

Financial Ratios
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets     0.77 %   0.88 %   0.96 %   1.13 %   1.24 %   1.04 %   0.86 %
Return on average equity     7.98 %   9.23 %   10.03 %   11.63 %   12.25 %   9.16 %   9.45 %
Average equity to average assets     9.67 %   9.59 %   9.59 %   9.68 %   10.09 %   11.38 %   9.05 %
Net interest margin     4.19 %   4.41 %   4.37 %   4.81 %   4.99 %   4.35 %   4.14 %
Efficiency ratio(3)     65.07 %   67.44 %   66.54 %   60.15 %   57.95 %   63.30 %   63.62 %
(1)
Adjusted for all years presented giving retroactive effect to stock splits in the form of 30% stock dividends paid on July 5, 2006 and February 28, 2005.

(2)
Computed by dividing dividends declared per share by net income per share.

(3)
Computed by dividing noninterest expense by the sum of net interest income and noninterest income.

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FIDELITY & TRUST FINANCIAL CORPORATION(1)

 
   Three Months ended March 31,
   Year ended December 31,
  
(dollars in thousands except per share data)
  2008
   2007
   2007
   2006
   2005
   2004
   2003
  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Balances—Period End                                            
Total assets   $ 459,208   $ 460,278   $ 446,529   $ 481,564   $ 367,527   $ 205,365   $ 52,155  
Total shareholders' equity     25,025     37,772     25,306     37,888     37,697     16,014     8,360  
Total portfolio loans     336,874     226,591     319,402     195,103     125,584     59,046     316  
Total mortgage loans held for sale(2)     10,153     96,825     11,898     139,338     128,479     117,025     33,317  
Total deposits     368,980     322,648     365,698     334,481     255,942     109,776     9,816  

Selected Balances—Averages(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets   $ 460,873   $ 448,308   $ 455,896   $ 377,993   $ 290,183   $ 134,137     N/A  
Total shareholders' equity     25,250     37,781     34,616     38,221     31,332     14,456     N/A  
Total portfolio loans     330,356     215,075     259,072     158,171     91,278     20,675     N/A  
Total mortgage loans held for sale(2)     15,350     113,509     73,725     106,264     130,317     66,557     N/A  
Total deposits     381,988     311,905     335,392     268,394     165,638     52,526     N/A  

Results of Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income   $ 7,224   $ 6,905   $ 30,623   $ 21,885   $ 11,143   $ 2,338   $ 13  
Interest expense     3,723     3,380     15,029     9,693     4,319     1,142     7  
Net interest income     3,501     3,525     15,594     12,192     6,824     1,196     6  
Provision for credit losses     311     343     1,861     671     828     677     3  
Net interest income after provision for credit losses     3,190     3,182     13,733     11,521     5,996     519     3  
Noninterest income     180     117     565     314     195     55     —  
Noninterest expense     3,659     2,609     12,837     9,333     5,960     3,606     528  
Income (loss) from continuing operations before taxes     (289 )   690     1,461     2,502     231     (3,032 )   (525 )
Income tax expense (benefit)     (114 )   276     541     792     42     (1,031 )   (198 )
Income (loss) from continuing operations     (175 )   414     920     1,710     189     (2,001 )   (327 )
Income (loss) from discontinued operations, net of tax(1)     (610 )   (649 )   (14,298 )   (1,489 )   1,574     289     (177 )
Net income (loss)     (785 )   (235 )   (13,378 )   221     1,763     (1,712 )   (504 )
Dividends declared     —     —     —     —     —     —     —  

Per Share Data
From continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss), basic   $ (0.04 ) $ 0.10   $ 0.22   $ 0.40   $ 0.05   $ (0.94 ) $ (1.69 )
Net income (loss), diluted     (0.04 )   0.10     0.22     0.40     0.05     (0.94 )   (1.69 )

From discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss), basic     (0.15 )   (0.16 )   (3.40 )   (0.35 )   0.44     0.14     (1.23 )
Net income (loss), diluted     (0.15 )   (0.16 )   (3.38 )   (0.35 )   0.44     0.14     (1.23 )

Per Share Data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income, basic     (0.19 )   (0.06 )   (3.18 )   0.05     0.49     (0.80 )   (2.92 )
Net income, diluted     (0.19 )   (0.06 )   (3.16 )   0.05     0.49     (0.80 )   (2.92 )
Book value     5.95     8.98     6.02     9.01     8.95     6.66     5.70  
Dividends declared per share     —     —     —     —     —     —     —  
Dividend payout ratio     0.00 %   0.00 %   0.00 %   0.00 %   0.00 %   0.00 %   0.00 %

Financial Ratios
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets     (0.69 %)   (0.21 %)   (2.93 )%   0.06 %   0.61 %   (1.28 )%   N/A  
Return on average equity     (12.50 %)   (2.52 %)   (38.65 )%   0.58 %   5.63 %   (11.84 )%   N/A  
Average equity to average assets     5.48 %   8.43 %   7.59 %   10.11 %   10.80 %   10.78 %   N/A  
Net interest margin from continuing operations     3.24 %   3.78 %   3.87 %   3.93 %   3.59 %   1.95 %   N/A  
(1)
The numbers in the table above reflect the discontinued operations of F&T Mortgage for all periods presented.

(2)
Discontinued operations relate to Fidelity & Trust Mortgage, Inc., the mortgage origination subsidiary, which sold some of its assets and discontinued mortgage origination activities on August 20, 2007.

(3)
F&T Mortgage in conducting its business as a mortgage banking company did not compile daily and/or monthly balances, and as a result, we will not be able to provide you with certain averages and ratios for the fiscal year 2003. These unavailable averages and ratios for the year ended December 31, 2003 will be indicated in the Selected Financial Data by "N/A."

19


COMPARATIVE PER SHARE DATA

        The following table shows certain historical per share data for Eagle and Fidelity for the periods indicated, and pro forma combined information for Eagle and pro forma equivalent per share data for Fidelity, assuming the effectiveness of the merger and the estimated adjusted conversion ratio if the merger had been completed at March 31, 2008 of 0.6867 ("comparative pro forma information"). In presenting the comparative pro forma information for the periods shown, we assumed that we had been combined throughout those periods. The merger will be accounted for under the "purchase" method of accounting. Under the purchase method of accounting, the assets and liabilities of the company not surviving a merger are, as of the completion date of the merger, recorded at their respective fair values and added to those of the surviving company. Financial statements of the surviving company issued after consummation of the merger reflect such values and are not restated retroactively to reflect the historical financial position or results of operations of the company not surviving. The operating results of Fidelity will be reflected in Eagle's consolidated financial statements from and after the date the merger is consummated.

        We expect that we will incur reorganization and restructuring expenses as a result of combining our companies. While we hope that the merger also will provide the combined company with financial benefits that include reduced operating expenses and the opportunity to earn more revenue, the pro forma combined information does not reflect these expenses or benefits and does not attempt to predict or suggest future results.

        The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair values of Fidelity's tangible and identifiable intangible assets and liabilities as of the date the merger is completed. In addition, estimates of merger-related charges are subject to final decisions related to combining the companies. Any change in the fair value of the net assets of Fidelity will change the amount of the purchase price allocable to goodwill. Additionally, changes to Fidelity's shareholders' equity, including net income, and changes in the market value of Eagle's common stock through the date the merger is completed, will also change the amount of goodwill recorded. As a result, the final adjustments may be materially different from the unaudited pro forma adjustments used in preparing the pro forma information presented herein. The pro forma information should not be relied upon as being indicative of the historical results of the companies that would have achieved had the merger been effective before the periods presented, or the results of operations which the combined company may expect to achieve after the merger.

        The information in the following table is based on, and should be read together with, the historical financial information that we have included in this joint proxy statement/prospectus or presented in Eagle's prior filings with the Securities and Exchange Commission (the "SEC"), which are incorporated into this joint proxy statement/prospectus by reference. See "Where You Can Find More Information" at page 145. The pro forma combined income per share have been computed based on the number of shares of Eagle common stock adjusted for the additional shares to be issued in connection with the merger. The pro forma equivalent per share data for Fidelity was obtained by multiplying the pro forma combined amounts by the estimated adjusted exchange ratio of 0.6867 shares of Eagle common stock for each share of Fidelity common stock. The resulting products were rounded to the nearest cent. The actual exchange ratio could

20


be lower than the initial conversation ratio and higher or lower than the estimated adjusted conversion ratio, but not in excess of 0.9202.

 
   Three months
ended
March 31, 2008
   Year ended
December 31, 2007
  
Earnings (Loss) Per Common Share:              
Basic              
  Eagle   $ 0.17   $ 0.80  
  Fidelity   $ (0.19 ) $ (3.18 )
  Pro forma combined   $ 0.07   $ (0.38 )
  Pro forma equivalent for one share of Fidelity at 0.6867 estimated adjusted conversion ratio   $ 0.05   $ (0.26 )

Diluted
 
 
 
 
 
 
 
  Eagle   $ 0.17   $ 0.78  
  Fidelity   $ (0.19 ) $ (3.16 )
  Pro forma combined   $ 0.07   $ (0.37 )
  Pro forma equivalent for one share of Fidelity at 0.6867 estimated adjusted conversion ratio   $ 0.05   $ (0.25 )

Cash Dividends Per Common Share
 
 
 
 
 
 
 
  Eagle   $ 0.06   $ 0.24  
  Fidelity     —     —  
  Pro forma combined   $ 0.05   $ 0.18  
  Pro forma equivalent for one share of Fidelity at 0.6867 estimated adjusted conversion ratio   $ 0.03   $ 0.12  

Book Value Per Common Share
 
 
 
 
 
 
 
  Eagle   $ 8.53   $ 8.35  
  Fidelity   $ 5.95   $ 6.02  
  Pro forma combined   $ 8.97   $ 8.83  
  Pro forma equivalent for one share of Fidelity at 0.6867 estimated adjusted conversion ratio   $ 6.16   $ 6.06  

21


COMPARATIVE STOCK PRICES AND DIVIDENDS

        Eagle's common stock is listed on The NASDAQ Capital Market under the symbol "EGBN." Fidelity's common stock is not listed on any exchange or traded in the over the counter market or on the pink sheets. The following table sets forth, for the periods indicated, the high and low sales prices per share for Eagle common stock as reported on The NASDAQ Capital Market, the cash dividends declared per share for Eagle, and the high and low sales prices of the Fidelity common stock known to Fidelity.

 
   Eagle(1)
   Fidelity
 
   High
   Low
   Cash Dividend
   High
   Low
   Cash Dividend
Quarter Ended:                                  
June 30, 2008   $ 13.43   $ 8.65   $ 0.06   $ 11.50   $ 11.50   —
March 31, 2008   $ 14.49   $ 11.25   $ 0.06   $ 11.50   $ 11.50   —

December 31, 2007
 
$
13.95
 
$
11.26
 
$
0.06
 
$
11.50
 
$
11.50
 
—
September 30, 2007   $ 16.99   $ 12.75   $ 0.06   $ 11.50   $ 11.50   —
June 30, 2007   $ 17.00   $ 16.25   $ 0.06   $ 11.50   $ 11.50   —
March 31, 2007   $ 17.43   $ 15.75   $ 0.06   $ 11.50   $ 11.50   —

December 31, 2006
 
$
19.14
 
$
16.78
 
$
0.06
 
$
11.50
 
$
11.50
 
—
September 30, 2006   $ 21.19   $ 18.49   $ 0.06   $ 11.50   $ 11.50   —
June 30, 2006   $ 19.92   $ 16.95   $ 0.06   $ 11.50   $ 11.50   —
March 31, 2006   $ 18.58   $ 16.46   $ 0.05   $ 11.50   $ 11.50   —
(1)
Sales prices and dividends were adjusted, as needed, to reflect the stock splits paid in the form of 30% stock dividends on February 28, 2005 and July 5, 2006.

22


FORWARD-LOOKING STATEMENTS

        Eagle and Fidelity make forward-looking statements in this joint proxy statement/prospectus and their public documents within the meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A forward-looking statement encompasses any estimate, prediction, opinion or statement of belief in this joint proxy statement/prospectus and the underlying management assumptions. These "forward-looking statements" can be identified by words such as "believes," "expects," "anticipates," "intends" and similar expressions. Forward-looking statements appear in the discussions of matters such as the benefits of the merger between Fidelity and Eagle, including future financial and operating results and cost saving enhancements to revenue that may be realized from the merger, and Eagle's and Fidelity's plans, objectives, expectations and intentions and other statements contained in this joint proxy statement/prospectus that are not historical facts. These statements are based upon the current reasonable expectations and assessments of the respective managements of Eagle and Fidelity and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

        In addition to factors that we have previously disclosed in Eagle's reports filed with the SEC and those that we discuss elsewhere in this joint proxy statement/prospectus, the following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

        The forward-looking statements are made as of the date of the applicable document and, except as required by applicable law, Eagle and Fidelity assume no obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. You should consider these risks and uncertainties in evaluating forward-looking statements and you should not place undue reliance on these statements.

23


THE MEETINGS

The Fidelity Special Meeting of Shareholders

        This joint proxy statement/prospectus is being provided by Fidelity to holders of Fidelity common stock as Fidelity's proxy statement in connection with the solicitation of proxies by its board of directors to be voted at the special meeting of Fidelity shareholders to be held on August 26, 2008, and at any adjournments or postponements of the special meeting. This joint proxy statement/prospectus is also being provided to you as Eagle's prospectus in connection with the offer and sale by Eagle of its shares of common stock as a result of the proposed merger.

Date, Time and Place of Meeting

        The special meeting of Fidelity shareholders is scheduled to be held as follows:

Purpose of the Special Meeting

        At the Fidelity special meeting, Fidelity shareholders will be asked to:

Record Date and Outstanding Shares

        Fidelity's board of directors has fixed the close of business on July 25, 2008 as the record date for the Fidelity special meeting. Only shareholders of record of Fidelity common stock at the close of business on the record date are entitled to notice of, and to vote at, the Fidelity special meeting. Each holder of record of Fidelity common stock at the close of business on the Fidelity record date is entitled to one vote for each share of Fidelity common stock then held on each matter voted on by shareholders at the special meeting. At the close of business on the record date, there were 4,207,016 shares of Fidelity common stock issued and outstanding and entitled to vote.

Vote Required to Approve the Merger Agreement and the Merger

        The approval of the merger agreement and the merger requires the affirmative vote of holders of at least two-thirds of the outstanding shares of Fidelity common stock as of the record date.

Vote Required to Approve the Proposal, If Necessary, to Adjourn the Special Meeting

        The approval of the proposal to adjourn the special meeting if and to the extent necessary to permit the further solicitation of proxies in the event there are not sufficient votes at the Fidelity special meeting

24


to approve the merger agreement and the merger requires a majority vote of the shares present or represented at the special meeting and entitled to vote on the matter.

Quorum; Abstentions and Broker Non-Votes

        Holders of a majority of the issued and outstanding shares of Fidelity common stock entitled to vote at the special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Fidelity special meeting. If a share is represented for any purpose at the Fidelity special meeting, it is deemed to be present for the transaction of all business. Abstentions are counted for purposes of determining whether a quorum exists. Notwithstanding the foregoing, pursuant to Fidelity's bylaws, the special meeting may be adjourned by a majority of the shares present or represented at the special meeting.

        If you hold your shares of Fidelity common stock in "street name" through a broker, bank or other nominee, generally the nominee may only vote your Fidelity common stock in accordance with your instructions. However, if your nominee has not timely received your instructions, such nominee may vote on matters for which it has discretionary voting authority. Brokers will not have discretionary voting authority to vote on the proposal to approve the merger agreement and the merger. If a nominee cannot vote on a matter because it does not have discretionary voting authority, this is a "broker non-vote" with respect to that matter. Broker shares that are not voted on any matter at the Fidelity special meeting will, however, be counted as shares present or represented at the special meeting for purposes of determining whether a quorum exists. In the event that a quorum is not present at the Fidelity special meeting, it is expected that the special meeting will be adjourned or postponed to permit further solicitation of proxies.

        For purposes of the vote with respect to the merger agreement and the merger, a failure to vote, a vote to abstain and a broker non-vote will each have the same legal effect under Maryland law as a vote against approval of the merger agreement and the merger.

Voting by Directors and Executive Officers

        As of the record date, Fidelity's and F&T Bank's directors and executive officers beneficially owned 1,319,179 outstanding shares of Fidelity common stock, or approximately 31.4% of the shares entitled to vote at the Fidelity special meeting. The directors and executive officers, in their capacity as shareholders, have entered into support agreements with Eagle under which they have agreed, among other things, to vote their respective shares for approval of the merger agreement and the merger at the meeting. The directors and executive officers were not paid any additional consideration in connection with the support agreements. The support agreements terminate upon any termination of the merger agreement. See "The Merger—Support Agreement" at page 33.

Voting and Revocation of Proxies

        After carefully reading and considering the information presented in this joint proxy statement/prospectus, you should complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-prepaid envelope so that your shares are represented at the Fidelity special meeting. You can also vote at the special meeting, but we encourage you to submit your proxy now in any event.

        All shares of Fidelity common stock represented by each properly executed and valid proxy received before the special meeting will be voted in accordance with the instructions given on the proxy. If a Fidelity shareholder executes a proxy card without giving instructions, the shares of Fidelity common stock represented by that proxy card will be voted "FOR" approval of the merger agreement and the merger and "FOR" the approval of the proposal, if necessary, to adjourn the special meeting to permit the further solicitation of proxies. Fidelity's board of directors has not proposed any other matters to be voted on at the Fidelity special meeting, and only matters proposed specified in the notice of meeting may be conducted at the special meeting. If any other matter properly comes before the special meeting, which

25


would generally be limited to matters related to the conduct of the meeting, the persons named on the proxy card will vote the shares represented by all properly executed proxies on those matters in their discretion.

        You may revoke your proxy at any time before the proxy is voted by one of the following means:

Solicitation of Proxies and Expenses

        The accompanying proxy for the Fidelity special meeting is being solicited by Fidelity's board of directors, and Fidelity will pay for the entire cost of the solicitation, other than certain costs of preparing and filing this joint proxy statement/prospectus with the SEC, which are being borne by Eagle. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding the solicitation material to the beneficial owners of Fidelity common stock held of record by those persons, and Fidelity may reimburse the brokerage houses, custodians, nominees and fiduciaries for reasonable transaction and clerical expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone, facsimile or other means of communication by Fidelity's directors, officers and regular employees. These people will receive no additional compensation for these services, but will be reimbursed for any expenses incurred by them in connection with these services.

        Fidelity has engaged Laurel Hill Advisory Group to solicit proxies for a fee of $4,500.00 and reasonable out of pocket expenses, to assist it in obtaining proxies from shareholders on a timely basis. The cost of any proxy solicitation firm engaged by Fidelity will be paid solely by Fidelity.

Board Recommendation

        Fidelity's board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Fidelity and its shareholders. Accordingly, Fidelity's board of directors unanimously approved and adopted the merger agreement and the transactions contemplated by the merger agreement, including the merger, and unanimously recommends that Fidelity's shareholders vote "FOR" the proposal to approve the merger agreement and the merger and "FOR" the proposal, if necessary, to approve an adjournment of the special meeting to permit the further solicitation of proxies.

        The proposed merger is of great importance to the shareholders of Fidelity. You are urged to read and carefully consider the information presented in this joint proxy statement/prospectus and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-prepaid envelope.

Dissenters' Rights

        Under Maryland law, Fidelity shareholders may exercise dissenters' rights in connection with the merger. The provisions of Maryland law governing dissenters' rights are complex and you should review them carefully. Multiple steps must be taken to properly exercise and perfect these rights. A copy of Sections 3-201 through 3-213 of the MGCL (the provisions of the MGCL governing dissenters' rights) is included with this joint proxy statement/prospectus as Appendix D.

26

        For a more complete description of dissenters' rights, please refer to the section of this joint proxy statement/prospectus entitled "The Merger—Dissenters' Rights" at page 71.

The Eagle Special Meeting of Shareholders

        This joint proxy statement/prospectus is being provided by Eagle to holders of Eagle common stock as Eagle's proxy statement in connection with the solicitation of proxies by its board of directors to be voted at the special meeting of Eagle shareholders to be held on August 27, 2008, and at any adjournments or postponements of the special meeting.

Date, Time and Place of Meeting

        The special meeting of Eagle shareholders is scheduled to be held as follows:

Purpose of the Special Meeting

        At the Eagle special meeting, Eagle shareholders will be asked to:

Record Date and Outstanding Shares

        Eagle's board of directors has fixed the close of business on July 17, 2008 as the record date for the Eagle special meeting. Only shareholders of record of Eagle common stock at the close of business on the record date are entitled to notice of, and to vote at, the Eagle special meeting. Each holder of record of Eagle common stock at the close of business on the Eagle record date is entitled to one vote for each share of Eagle common stock then held on each matter voted on by shareholders at the special meeting. At the close of business on the record date, there were 9,888,898 shares of Eagle common stock issued and outstanding and entitled to vote.

27

Vote Required to Approve the Share Issuance

        The approval of the issuance of shares of Eagle common stock to Fidelity shareholders in connection with the merger requires the affirmative vote of a majority of the votes cast on the proposal.

Vote Required to Approve the Proposal, If Necessary, to Adjourn the Special Meeting

        The approval of the proposal to adjourn the special meeting if and to the extent necessary to permit the further solicitation of proxies in the event there are not sufficient votes at the Eagle special meeting to approve the share issuance requires a majority vote of the shares present or represented at the special meeting and entitled to vote on the matter.

Quorum; Abstentions and Broker Non-Votes

        Holders of a majority of the issued and outstanding shares of Eagle common stock entitled to vote at the special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Eagle special meeting. If a share is represented for any purpose at the Eagle special meeting, it is deemed to be present for the transaction of all business. Abstentions are counted for purposes of determining whether a quorum exists. Notwithstanding the foregoing, pursuant to Eagle's bylaws, the special meeting may be adjourned by a majority of the shares present or represented at the special meeting.

        If you hold your shares of Eagle common stock in "street name" through a broker, bank or other nominee, generally the nominee may only vote your Eagle common stock in accordance with your instructions. However, if your nominee has not timely received your instructions, such nominee may vote on matters for which it has discretionary voting authority. Brokers will not have discretionary voting authority to vote on the proposal to approve the issuance of shares of Eagle common stock in connection with the merger agreement. If a nominee cannot vote on a matter because it does not have discretionary voting authority, this is a "broker non-vote" with respect to that matter. Broker shares that are not voted on any matter at the Eagle special meeting will, however, be counted as shares present or represented at the special meeting for purposes of determining whether a quorum exists. In the event that a quorum is not present at the Eagle special meeting, it is expected that the special meeting will be adjourned or postponed to permit further solicitation of proxies.

Voting by Directors and Executive Officers

        As of the record date, Eagle's and EagleBank's directors beneficially owned approximately 2,587,411 outstanding shares of Eagle common stock, or approximately 26.2% of the shares entitled to vote at the Eagle special meeting. The directors of Eagle and EagleBank have indicated their intention to vote in favor of the share issuance.

Voting and Revocation of Proxies

        After carefully reading and considering the information presented in this joint proxy statement/prospectus, you should complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-prepaid envelope so that your shares are represented at the Eagle special meeting. You can also vote at the special meeting, but we encourage you to submit your proxy now in any event.

        All shares of Eagle common stock represented by each properly executed and valid proxy received before the special meeting will be voted in accordance with the instructions given on the proxy. If an Eagle shareholder executes a proxy card without giving instructions, the shares of Eagle common stock represented by that proxy card will be voted "FOR" approval of the issuance of shares in connection with the merger and "FOR" the approval of the proposal, if necessary, to adjourn the special meeting to permit the further solicitation of proxies. Eagle's board of directors is not aware of any other matters to be voted

28


on at the Eagle special meeting. If any other matter properly comes before the special meeting, the persons named on the proxy card will vote the shares represented by all properly executed proxies on those matters in their discretion.

        You may revoke your proxy at any time before the proxy is voted by one of the following means:


Solicitation of Proxies and Expenses

        The accompanying proxy for the Eagle special meeting is being solicited by Eagle board of directors, and Eagle will pay for the entire cost of the solicitation. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding the solicitation material to the beneficial owners of Eagle common stock held of record by those persons, and Eagle may reimburse the brokerage houses, custodians, nominees and fiduciaries for reasonable transaction and clerical expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone, facsimile or other means of communication by Eagle's directors, officers and regular employees. These people will receive no additional compensation for these services, but will be reimbursed for any expenses incurred by them in connection with these services.

        Eagle may engage a proxy solicitation firm to assist it in obtaining proxies from shareholders on a timely basis. As of the date of this joint proxy statement/prospectus, Eagle has not engaged a firm for the purpose of soliciting proxies. The cost of any proxy solicitation firm engaged by Eagle will be paid solely by Eagle.

Board Recommendation

        Eagle's board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Eagle and its shareholders. Accordingly, Eagle's board of directors unanimously approved and adopted the merger agreement and the transactions contemplated by the merger agreement, including the merger, and unanimously recommends that Eagle's shareholders vote "FOR" the issuance of shares of Eagle common stock in connection with the merger and "FOR" the proposal, if necessary, to approve an adjournment of the special meeting to permit the further solicitation of proxies.

        The proposed merger is of great importance to the shareholders of Eagle. You are urged to read and carefully consider the information presented in this joint proxy statement/prospectus and to complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-prepaid envelope.

Dissenters' Rights

        Under Maryland law, Eagle's shareholders do not have the right to object to the merger or exercise dissenters' rights in connection with the merger.

29


THE MERGER

        Set forth on the following pages is a summary of the material terms and conditions of the merger agreement. This summary may not contain all the information about the merger agreement that is important to you. We encourage you to read the merger agreement, which is included as Appendix A to this joint proxy statement/prospectus, in its entirety.

Structure of the Merger

        The merger agreement provides for Eagle's acquisition of Fidelity through a merger of Fidelity with and into Woodmont, a wholly owned subsidiary of Eagle formed for the purpose of effecting the merger, with Woodmont being the surviving corporation in the merger. As a result of the merger, each share of Fidelity common stock will be converted into the right to receive 0.9202 shares of Eagle common stock, subject to reduction as described below under "Merger Consideration." Promptly following the effectiveness of the merger of Fidelity with and into Woodmont, F&T Bank will be merged with and into EagleBank, with EagleBank being the surviving bank, and Woodmont will then be merged with and into Eagle, with Eagle being the surviving corporation. After completion of the mergers, Eagle will be the direct holder of all of the outstanding shares of EagleBank, which will have the assets and liabilities of the combined banks.

        The articles of incorporation of Eagle will be the articles of incorporation of the surviving corporation after completion of the mergers, and the Eagle bylaws will be the bylaws of the surviving corporation.

        Upon completion of merger of Fidelity with and into Woodmont, Robert P. Pincus and one other member of Fidelity's current board of directors selected by Fidelity will be appointed to the board of directors of Eagle. Upon completion of the merger, Ronald D. Paul, President and Chief Executive Officer of Eagle, and Chairman and Chief Executive Officer of EagleBank, will also become Chairman of Eagle, and Mr. Pincus will become Vice Chairman of Eagle. In the event that the merger is effective prior to Eagle's 2008 annual meeting of shareholders, but not in time for the inclusion of the Fidelity designated directors as nominees for election as directors in Eagle's proxy materials, Eagle will appoint the Fidelity designated directors to newly created vacancies on the Eagle board of directors following the annual meeting. Upon completion of the merger of F&T Bank with and into EagleBank, Mr. Pincus and three other members of F&T Bank's current board of directors designated by F&T Bank will be appointed to the board of directors of EagleBank. Mr. Paul will continue to serve as Chairman of EagleBank, and Mr. Pincus will become Vice Chairman of EagleBank. See "Interests of Certain Persons in the Merger" at page 37.

        The executive officers of Eagle and EagleBank following the mergers will be the those persons who are currently the executive officers of Eagle and EagleBank, except that Barry C. Watkins, President of F&T Bank, will become President of EagleBank's District of Columbia and Virginia regions, and Michael T. Flynn, Chief Operating Officer of Eagle and President of the District of Columbia region of EagleBank, will serve only as Chief Operating Officer of Eagle. Certain of the other executive officers of Fidelity and F&T Bank are expected to join EagleBank, as discussed under "Interests of Certain Persons in the Merger" at page 37.

Merger Consideration

        At the effective time of the merger, each issued and outstanding share of Fidelity common stock will be converted into the right to receive 0.9202 of a share of Eagle common stock, subject to reduction as described below, together with cash in lieu of any fractional share of Eagle common stock to which a shareholder would be entitled.

        Potential Reduction of the Conversion Ratio.    If, at the effective time of the merger, the pro forma consolidated book value of Fidelity as of September 30, 2007, adjusted for the items set forth below, would

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be below $7.50 per share, then the conversion ratio will be reduced to the number of shares determined by dividing Fidelity's September 30, 2007 pro forma book value per share, as agreed upon for purposes of the merger agreement by $8.15, calculated to four decimal places.

        Fidelity's September 30, 2007 pro forma book value per share shall be determined by adjusting Fidelity's adjusted September 30, 2007 book value of $31,552,620 by the net amount of following items only:

        An adjustment relating to items (ii) through (viii) will be made, however, only to the extent such the aggregate of such amounts exceeds the amount reserved or provided for such items at September 30, 2007, and any adjustment shall be made only by the amount by which the net amount of the adjustments in (i) through (viii) above exceeds $400,000. In no event will the adjustments result in an increase in the conversion ratio. The procedures for adjustment of the conversion ratio do not increase Fidelity's book value above the September 30, 2007 agreed upon levels for earnings, option exercises or other accretions.

        There can be no assurance that the conversion ratio will not adjust downward. If the conversion ratio is adjusted, the number of shares of Eagle common stock which holders of Fidelity common stock will receive will be lower than 0.9202. If the merger were completed as of March 31, 2008, we preliminarily estimate that the conversion ratio would be 0.6867 shares of Eagle common stock for each share of Fidelity common stock. In making this estimate, we considered changes in items (i) though (v) above which are reflected in or derivable from Fidelity's consolidated financial statements for the three months ended March 31, 2008. We did not include any adjustment pursuant to any other items as such amounts would either adjust for the same item more than once, or are not readily determinable at this time. The actual conversion ratio may be higher or lower than the estimated adjusted conversion ratio as of March 31, 2008.

        The Conversion Ratio will be proportionately adjusted for dividends on Eagle common stock payable in shares of Eagle common stock or any combination or subdivision of the Eagle common stock the record date for which is after the date of the merger agreement but prior to the completion of the merger.

        No Cash Option; Fluctuating Value of Transaction.    Holders of Fidelity common stock do not have the option to elect to receive cash in the merger. Other than those holders of Fidelity common stock who elect to exercise, perfect and fully implement their dissenter's rights, all holders of Fidelity common stock will

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receive shares of Eagle common stock as a result of the merger. Eagle will not issue any fractional shares of Eagle common stock in the merger. Fidelity shareholders will receive cash for any fractional shares of Eagle common stock owed to them in an amount, without interest, based on the average closing price of Eagle common stock during a five day period ending immediately before the date which is two business days prior to the effective time of the merger.

        The value of shares of Eagle common stock will fluctuate based on factors relating to Eagle's performance, market conditions and perceptions and other factors, many of which are beyond the control of Eagle and Fidelity. There can be no assurance as to the value of the shares of Eagle common stock which will be issued to holders of Fidelity common stock upon completion of the merger. The value of the Eagle shares into which Fidelity common stock is converted may be higher or lower than the $11.51 value of 0.9202 shares of Eagle common stock as of the date of the merger agreement, may be higher or lower than the $7.46 value of 0.9202 shares of Eagle common stock as of July 24, 2008 and may be higher or lower than the $5.57 value of 0.6867 shares of Eagle common stock as of July 24, 2008.

Surrender of Certificates Representing Fidelity Common Stock

        Upon effectiveness of the merger, certificates which formerly represented shares of Fidelity common stock will represent the number of shares of Eagle common stock into which such shares have been converted, except that until exchanged for Eagle common stock, the holders of Fidelity common stock certificates will not be entitled to receive payment of dividends or other distributions or payments on Eagle common stock.

        Eagle has appointed its transfer agent, Computershare Investor Services, as the exchange agent with respect to the merger. Within 10 days following effectiveness of the merger, the exchange agent will mail to each holder of Fidelity common stock a letter of transmittal and instructions for use in the exchange of shares of Fidelity common stock for shares of Eagle common stock and cash in lieu of fractional shares, including procedures, including the posting of a bond, to be followed in the event that certificates representing Fidelity common stock have been lost or destroyed. Holders of Fidelity common stock should not deliver their certificates until they have received transmittal forms, and should not return certificates with the enclosed form of proxy.

        Upon surrender of certificates representing shares of Fidelity common stock, the exchange agent will issue uncertificated, or book entry, shares, registered in the name of the former Fidelity shareholder, representing the number of whole shares of Eagle common stock into which such holder's shares have been converted. Each former Fidelity shareholder will receive a statement evidencing the issuance of uncertificated shares of Eagle common stock for the benefit of such shareholder, together with a check representing payment, without interest, of cash in lieu of any fractional share of Eagle common stock to which such holder may be entitled, and, if appropriate, a check representing payment, without interest, of any dividend or other cash payment or distribution on such holder's shares of Eagle common stock which may have been withheld as a result of such holder's failure to earlier surrender his or her Fidelity certificates for exchange. Each shareholder will have the ability to request a physical share certificate representing his/her shares of Eagle common stock at any time after he/she completes the exchange of his/her Fidelity certificates. Notwithstanding the foregoing, any shares of Eagle common stock which are required to carry a legend, such as shares of Eagle common stock to be issued to affiliates of Fidelity, will be represented by physical share certificates.

        If any holder of Fidelity common stock has not surrendered his or her certificates for exchange within twelve months of the effectiveness of the merger, the shares to which he or she would be entitled may, at Eagle's option, be sold and the proceeds of sale, together with any cash in lieu of fractional shares and previously accrued dividends, held in a non-interest bearing account for the former shareholder's benefit. In such event, the shareholder will only have the right to receive any shares of Eagle common stock which have not been sold, if any, and to collect, without interest, and subject to applicable laws of escheat, the

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cash in the account representing the net proceeds of the sale, cash in lieu and accumulated dividends, upon proper surrender of his or her Fidelity certificates.

Treatment of Fidelity Options

        As of the effective time of the merger, each outstanding option to acquire a share of Fidelity common stock under Fidelity's stock option plans will be converted into an option to purchase shares of Eagle common stock. Eagle will assume each Fidelity option in accordance with the terms and conditions of the Fidelity stock option plan pursuant to which such option was issued, the agreement evidencing the grant of such option, and any other agreement between Fidelity and the holder of the option, except that

        Eagle has agreed to file one or more registration statements on Form S-8 registering shares of Eagle common stock issuable upon exercise of the Fidelity options that are assumed by Eagle under the merger agreement.

Support Agreement

        As a condition to the obligation of Eagle to consummate the merger, each of the directors and executive officers of Fidelity and F&T Bank has entered into an agreement with respect to the voting of shares of Fidelity common stock which they own or control (the "Support Agreement"). Pursuant to the Support Agreement, the directors and executive officers of Fidelity and F&T Bank have agreed, in their capacities as shareholders, that they will vote an aggregate of 1,319,179 shares of Fidelity common stock which they possess the power to vote or direct the voting of, or approximately 31.4% of the total number of shares of Fidelity common stock outstanding, in favor of the merger agreement and the transactions contemplated by the merger agreement. Under the Support Agreement, the directors and executive officers also agreed not to tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in, or otherwise dispose of or encumber any of his or her shares of Fidelity common stock, or any options to acquire Fidelity common stock, not to exercise any option to purchase Fidelity common stock prior to the effective time, unless it would otherwise expire, and, except with the prior written consent of Eagle, not to purchase or submit a bid to purchase or an offer to sell any shares of Eagle common stock during the period during which the value of Eagle common stock for purposes of establishing the cash in lieu rate is determined. The officers and directors also agreed, in their capacity as such, that they will not authorize, direct, encourage or induce any person to solicit any alternative acquisition proposal in violation of Fidelity's covenant not to solicit such proposals.

Non-Competition Agreements

        As a condition of the obligation of Eagle to consummate the merger, each director of Fidelity and F&T Bank, other than Mr. Pincus and Mr. Watkins, has entered into an agreement restricting such director's ability to engage in activities in competition with Eagle and EagleBank following the effective time of the merger. The directors did not receive any separate or additional compensation for entering into the non-compete agreements.

        Under the non-compete agreements, each director has agreed that for a period of one year following the effectiveness of the merger, he or she shall not, directly or indirectly, engage or (i) participate in the

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ownership, management, operation, control or financing of; or (ii) provide any service, advice or assistance regarding the management, operation, formation or acquisition of; (iii) have any financial interest in, whether as organizer, director, advisory director, officer, employee, consultant, partner, contractor, shareholder (other than as a holder of less than 5% of the capital stock of a financial institution); of any federal or state commercial bank, credit union, industrial loan bank, savings institution, thrift or non-bank commercial or commercial real estate lending business, or any person or entity seeking to acquire or form such a institution or company (a "financial institution"), competitive with Eagle or EagleBank's business as it exists on the date of the non-compete agreements, which has a branch or loan production office located in the Maryland counties of Montgomery, Prince Georges, Frederick, Howard, and the District of Columbia, and the Virginia counties of Arlington, Fairfax, Fauquier, Loudoun and Prince William and the cities of Alexandria, Fairfax, Falls Church, Manassas and Manassas Park, including but not limited to a financial institution engaged in, or which controls any entity engaged in, retail banking services, commercial banking services, consumer savings accounts, deposit production, commercial loan production or commercial or commercial real estate lending services in the designated area. Such restrictions do not apply to any relationship preexisting the non-compete agreements, and do not apply to advisory relationships with a financial institution which the director may have solely in the capacity as legal counsel, investment banker or independent public accountant or to activities that are not in the designated area.

        The non-compete agreements also contain specified exclusions for Robert Tyson, Robert Fiallo and Christopher Miller, directors of Fidelity and/or F&T Bank who are currently engaged in certain mortgage brokerage business activities set forth in the agreements, and provide that such activities may continue to the extent that they are not with customers of Eagle, EagleBank, Fidelity or F&T Bank, and that brokered commercial and commercial real estate loans originated by Messrs. Tyson and Fiallo must be first offered to Eagle and EagleBank. The non-compete agreements provide that Mr. Miller may change his employment during the term of the agreement to work for a financial institution which has an office within the area covered by the agreement. The non-compete agreements also provide that Jay Weinstein, a director of F&T Bank, will not in any way be restricted from the sale of his financial advisor business to another financial institution or affiliation of his business with another financial institution in the area covered by the non-compete agreement.

        Additionally, for a period of two years following the effectiveness of the merger, the Fidelity and F&T Bank directors may not directly or indirectly, for or on behalf of such director or any other person or entity, accept banking business from, solicit the banking business of, or induce to discontinue, terminate or reduce the extent of their relationship with Eagle or EagleBank, any person or entity who was a customer of Fidelity, F&T Bank, Eagle or EagleBank; or initiate any offer of employment to or hiring process with respect to, or in any manner solicit the services, or hire any person who was an employee of Fidelity or F&T Bank. Further, the Fidelity and F&T Bank directors have agreed that for a period of two years following the effectiveness of the merger, they shall not disclose or use, or authorize any person or entity to disclose or use, any confidential or nonpublic information relating to Eagle, EagleBank, Fidelity or F&T Bank of which such director is aware or to which such director has access, as a result of service on the board of directors or as an officer of Eagle, EagleBank, Fidelity or F&T Bank.

Effectiveness of the Merger

        The closing of the merger will take place within 30 days of the receipt of all required approvals and authorizations of government and regulatory authorities, the expiration of all applicable waiting periods, and the satisfaction or waiver of all conditions to the merger. The merger will become effective upon the later of the filing of Articles of Merger with the Maryland Department of Assessments and Taxation or the date indicated in the Articles of Merger. It is expected that the merger will become effective on the same day of the closing, unless otherwise agreed in writing by the parties to the merger agreement.

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Material United States Federal Income Tax Consequences

        General.    The following discusses the material U.S. federal income tax consequences of the merger. This discussion is based on the Internal Revenue Code of 1986 (the "Code"), as amended, applicable Treasury regulations, administrative interpretations and court decisions as in effect as of the date of this joint proxy statement/prospectus, all of which may change, possibly with retroactive effect. This discussion assumes that Fidelity shareholders hold their Fidelity common stock, and will hold their Eagle common stock, as capital assets. This discussion does not address all aspects of federal income taxation that may be important to a Fidelity shareholder in light of that shareholder's particular circumstances or to a Fidelity shareholder subject to special rules, such as:

        This discussion is not a complete analysis or description of all potential federal income tax consequences to the merger. It does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Accordingly, shareholders are strongly encouraged to consult their own tax advisors to determine their particular tax consequences.

        Tax Opinion.    Eagle and Fidelity have received an opinion of Kennedy & Baris, LLP, which has been filed with the SEC as an exhibit to the registration statement of which this joint proxy statement/prospectus is a part, to the effect that the merger will be a reorganization within the meaning of Section 368 of the Code, and will have the tax consequences described below. The opinion of Kennedy & Baris, LLP relies on (1) representations made by Eagle and Fidelity, including those contained in certificates of officers of Eagle and Fidelity, and (2) certain assumptions, including an assumption regarding the completion of the merger in the manner contemplated by the merger agreement. In addition, the opinion assumes the absence of changes in existing facts or in law between the date of this joint proxy statement/prospectus and the closing date of the merger. If any of those representations, covenants or assumptions is inaccurate the tax consequences of the merger could differ from those described herein.

        The following is a description of the expected federal income tax consequences of the merger to Eagle, Fidelity and the shareholders of Fidelity:

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        The opinion of Kennedy & Baris, LLP is not binding on the Internal Revenue Service (the "IRS") and does not preclude the IRS or the courts from disagreeing with the opinion of Kennedy & Baris, LLP or otherwise adopting a contrary position. In the event of such disagreement, there is no assurance that the IRS would not prevail in a judicial or administrative proceeding. Eagle and Fidelity do not intend to obtain a ruling from the IRS on the tax consequences of the merger.

        As a result of the complexity of the tax laws and the impact of each shareholder's particular circumstances upon the tax consequences of the merger, the information set forth above regarding the federal income tax consequences of the merger is not intended to be individualized tax or legal advice to the shareholders of Fidelity. Each shareholder should consult his or her own tax or financial counsel as to the specific federal, state, and local tax consequences of the merger, if any, to such shareholder.

        For federal income tax purposes, holders of Eagle common stock will not recognize gain or loss as a result of the merger.

        Backup Withholding and Information Reporting.    Information returns will be filed with the IRS in connection with cash payments for shares of Fidelity common stock pursuant to the merger. Backup withholding at a rate of 28% may apply to cash paid to a Fidelity shareholder, unless such shareholder furnishes a correct taxpayer identification number and certifies that he or she is not subject to backup withholding on the substitute Form W-9 included in the letter of transmittal to be delivered to the shareholder following the completion of the merger. Any amount withheld under the backup withholding rules will be allowable as a refund or credit against a holder's U.S. federal income tax liability, provided required information is furnished to the IRS. The IRS may impose a penalty upon any taxpayer that fails to provide the correct taxpayer identification number.

        Reporting Requirements.    Holders of Fidelity common stock receiving Eagle common stock as a result of the merger will be required to retain records pertaining to the merger and will be required to file with their United States federal income tax return for the year in which the merger takes place a statement setting forth facts relating to the merger. The facts to be disclosed by such holder include the holder's basis in the shares of Fidelity common stock transferred in the merger, and the fair market value of the Eagle common stock and the amount of cash received in the merger.

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Interests of Certain Persons in the Merger

        In considering the recommendation of Fidelity board of directors that Fidelity shareholders vote in favor of the proposal to approve the merger agreement and the merger, Fidelity shareholders should be aware that Fidelity's directors and officers may have interests in the transactions contemplated by the merger agreement, including the merger, that may be different from, or in addition to, their interests as shareholders of Fidelity. Fidelity's board of directors was aware of these interests and took them into account in its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

        Options to Acquire Fidelity Common Stock.    As of the record date for the Fidelity special meeting, Fidelity's and F&T Bank's directors and executive officers owned, in the aggregate, options to purchase 507,070 shares of Fidelity common stock under Fidelity's equity compensation plans. Each issued and outstanding option to purchase shares of Fidelity common stock as of the effective time which has not previously vested, will become vested in full and exercisable at the effective time of the merger, in accordance with the terms of the Fidelity option plans, and will be converted into an option to purchase shares of Eagle common stock, as set forth under "The Merger—Treatment of Fidelity Options" at page 33. Under the terms of its option plans, Fidelity may also accelerate the vesting of any option prior to the effective time, provided, however that under the merger agreement, the consent of Eagle would be required to effect such an acceleration.

        Compensation and Termination Agreements.    EagleBank has entered into an agreement with each of Messrs. Pincus and Watkins regarding the termination of their existing agreements with Fidelity and/or F&T Bank. Under the termination agreements, Mr. Pincus and Mr. Watkins agree that they will not receive any severance or change in control payments in connection with the merger. EagleBank has also entered into new agreements, effective as of the effective time, pursuant to which Mr. Pincus will serve as Vice Chairman of the board of directors of EagleBank, and Mr. Watkins will serve as President of the District of Columbia and Virginia regions of EagleBank.

        Under his agreement, Mr. Pincus will be retained to serve as Vice Chairman of the board of directors of EagleBank, and receive an annual payment of $220,000, subject to annual increase to reflect, at a minimum, the increase in the consumer price index, in lieu of all other fees for service on the board of directors. Mr. Pincus will also be eligible to receive incentive bonuses pursuant to board approved plans, and to a car allowance of $1,250 per month. The agreement has a term of three years. In the event of early termination of the agreement by EagleBank without cause, or as a result of Mr. Pincus' death or disability, Mr. Pincus would be entitled to receive continued payment of retainer compensation and car allowance for the remainder of the term, subject to his continued compliance with the confidentiality, noncompete and nonsolicitation provisions of the agreement. The agreement provides that during the term and for a period of eighteen months after termination, Mr. Pincus will not in any capacity (i) render any services to a bank or financial services business, including but not limited to any consumer savings, commercial banking, insurance or trust business, or a savings and loan or mortgage business, or other business in which EagleBank has invested significant resources in anticipation of commencing, or to any person or entity that is attempting to form such a business if it operates any office, branch or other facility that is (or is proposed to be) located within a thirty-five mile radius of the location of any branch of Eagle, EagleBank, Fidelity or F&T Bank or their affiliates, or (ii) 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, EagleBank, Fidelity or F&T Bank or their affiliates, to discontinue, terminate or reduce the extent of their relationship with such entity or to solicit any such customer for any competitive product or service, or otherwise solicit any customer or employee of Eagle, EagleBank, Fidelity or F&T Bank or their affiliates.

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        Under the agreement, in the event that (i) Mr. Pincus is terminated without cause after a change in control, (ii) his title, duties or position are materially reduced within twelve months after a change in control, without his consent, such that he would not have materially comparable compensation benefits and responsibilities, and not have his primary worksite moved more than twenty five miles, and such change is not cured within thirty days of notice of termination, or (iii) he voluntary terminates the agreement within the thirty day period following twelve months after a change in control, Mr. Pincus would be entitled to receive a lump sum payment equal to 2.99 times his highest rate of base compensation in effect within the twelve months prior to termination, subject to adjustment to avoid adverse tax consequences resulting from characterization of such payment for tax purposes as a "parachute payment."

        Under his agreement, Mr. Watkins will serve as President of the District of Columbia and Virginia regions of EagleBank. Pursuant to this agreement, which has a term of three years from the effective date of the merger, Mr. Watkins will be entitled to base compensation at an initial rate of $250,000 per year, a car allowance of $1,500 per month, bank paid life insurance, up to an annual premium of $5,000, paid parking and participation in all other health, welfare, benefit, retirement, stock, option and bonus plans, if any, generally available to officers of EagleBank. If Mr. Watkins is terminated without cause, then subject to his continued compliance with the confidentiality, noncompetition and nonsolicit provision of the agreement, he will be entitled to receive continued base salary and COBRA payments for a period of one year following termination. The confidentiality, noncompete and nonsolicit provisions of Mr. Watkins' agreement are identical to those in Mr. Pincus' agreement, except that they extend for a period of twelve months following termination.

        Under the agreement, in the event that (i) Mr. Watkins is terminated without cause after a change in control, (ii) his title, duties or position are materially reduced within twelve months after a change in control, without his consent, such that he would not have materially comparable compensation benefits and responsibilities, and not have his primary worksite moved more than twenty five miles, and such change is not cured within thirty days of notice of termination or (iii) he voluntary terminates the agreement within the thirty day period following twelve months after a change in control, Mr. Watkins would be entitled to receive a lump sum payment equal to 2.99 times his highest rate of base compensation in effect within the twelve months prior to termination, subject to adjustment to avoid adverse tax consequences resulting from characterization of such payment for tax purposes as a "parachute payment."

        Bonus Payments.    Under his current compensation agreement, Mr. Pincus would be entitled to receive a bonus of $100,000, payable at June 30, 2008 if F&T Bank's portfolio loans and its deposits were at or exceeded specified levels at that date. Also, under an agreement with a limited liability company through which Albert A. D'Alessandro, the Chairman of F&T Bank's advisory board serves, bonuses of up to $50,000 is payable by F&T Bank if the loans and deposits generated by members of the advisory board, exceed designated levels. As the levels of loans and deposits necessary to pay bonuses to each of Mr. Pincus and Mr. D'Alessandro have already been reached, it is a condition to closing that Mr. Pincus and Mr. D'Alessandro's company shall have been paid these bonuses prior to closing.

        Change in Control and Severance Payments    F&T Bank currently has employment agreements with each of the officers set forth in the table below, which expire on October 1, 2008, subject to automatic renewal unless either party gives notice of an intent not to renew. Eagle will assume these contracts at the effective time. Under these employment agreements, if there is a change in control of Fidelity (the merger will result in a change in control), and if within one year of the change in control, without the consent of the employee, the officer's responsibilities are reduced in a manner inconsistent with his/her position; the officer's base compensation is reduced; or his/her office is relocated more than fifty miles, then the officer has thirty days to resign. If the officer elects to resign (a "Change in Control Resignation"), he/she will be entitled to receive a lump sum payment equal to two times the amount of the officer's current base salary and the cost of two years of continued health insurance benefits under COBRA (a "Change in Control Resignation Payment"). If any officer does not become entitled to receive a Change in Control Resignation

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Payment, but Eagle, as the successor to F&T Bank, elects not to extend such officer's employment agreement or terminates the officer's employment without cause, then such officer will be entitled to receive continued payments of base salary and COBRA payments for a period of twelve months (a "Severance Payment").

Name
   Title
   Change in Control
Resignation Payment(1)
   Severance
Payment(1)
Diane M. Begg   Chief Financial Officer   $ 351,233   $ 175,616
Gloria M. Reyes   Chief Credit Officer   $ 278,250   $ 139,125
J. Mercedes Alvarez   Chief Corporate Officer   $ 306,198   $ 153,099
Cynthia A. Pehl   Chief Risk Officer   $ 274,096   $ 137,048
Kim Ray   Chief Operating Officer   $ 306,454   $ 153,227
Susan J. Schumacher   Commercial Deposit Services Manager   $ 267,120   $ 133,560
(1)
Based on base salary as in effect on December 31, 2007 and estimated COBRA expense. Amounts rounded to the nearest whole dollar.

        It is currently anticipated that all executive officers of Fidelity will be offered continued employment with EagleBank. It is expected that each of these officers will be eligible to receive a Change in Control Resignation payment or a Severance Payment.

        Mr. Pincus' relationship with Milestone Advisors, LLC.    Robert P. Pincus is the Chairman of Milestone Merchant Partners, LLC, the parent company of Milestone Advisors, LLC ("Milestone Advisors"). While he is not receiving any compensation related to this transaction, he does receive compensation for other transactions from Milestone Merchant Partners, LLC. Mr. Pincus's relationship with Milestone Merchant Partners, LLC was fully disclosed to the Fidelity board of directors prior to receiving the opinion of Milestone Advisors.

        Line of Credit.    Independent of the obligations of Eagle and Fidelity under the merger agreement, EagleBank has provided Fidelity with a revolving line of credit, secured by a first lien security interest in all of the stock of F&T Bank, pursuant to which EagleBank may lend up to $12.9 million to Fidelity for the purpose of contributing additional capital to F&T Bank, in the form of subordinated debt and equity. The line of credit will be repaid upon effectiveness of the merger and bank merger. The obligation of Fidelity under the line of credit will exist regardless of whether the merger and bank merger are completed.

Accounting Treatment

        Eagle will account for the merger as a purchase, as that term is used under United States generally accepted accounting principles ("GAAP"), for accounting and financial reporting purposes. Under purchase accounting, the assets and liabilities of Fidelity as of the effective time will be recorded at their respective fair values and combined with those of Eagle. The amount by which the purchase price paid by Eagle exceeds the fair value of the net tangible and identifiable intangible assets acquired by Eagle through the merger will be recorded as goodwill. Financial statements of Eagle issued after the effective time will reflect these values and will not be restated retroactively to reflect the historical financial position or results of operations of Fidelity.

Regulatory Approvals Required for the Merger

        Eagle and Fidelity have agreed to use their reasonable efforts to obtain all regulatory approvals required to consummate the transactions contemplated by the merger agreement, which include the approvals of the Board of Governors of the Federal Reserve System and the Maryland Commissioner of Financial Regulation. We have filed applications in order to obtain these approvals. The merger cannot

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proceed without these regulatory approvals. It is presently contemplated that if any additional governmental approvals or actions are required (including any approvals necessary to acquire the inactive business of F&T Mortgage), such approvals or actions will be sought. As of the date hereof, we have received the approval of the Federal Reserve. Although Eagle and Fidelity expect to obtain all other necessary regulatory approvals, there can be no assurance as to if and when these regulatory approvals will be obtained. There can also be no assurance that the United States Department of Justice or any state attorney general will not attempt to challenge the merger on antitrust grounds, or, if such a challenge is made, there can be no assurance as to its result.

        A regulatory body's approval may contain terms or impose conditions or restrictions relating or applying to, or requiring changes in or limitations on, the operation or ownership of any asset or business of Eagle, Fidelity or any of their respective subsidiaries, or Eagle's ownership of Fidelity, or requiring asset divestitures. The merger agreement permits Eagle to decline to consummate the merger if any approval imposes any condition that, in the reasonable judgment of Eagle, would have a material adverse effect on the value of the merger to Eagle (excluding conditions that are ordinarily imposed in connection with transactions like the merger). There can be no assurance that the required regulatory approvals will be obtained on terms that satisfy the conditions to closing of the merger or within the time frame contemplated by Eagle and Fidelity. See "The Merger—Conditions to the Merger" at page 59. The approval of the Federal Reserve requires the merger to be consummated in accordance with the representations and commitments contained in the application, including Eagle's commitment that the merged banks and holding companies would be well capitalized for prompt corrective action purposes as of consummation.

Background of the Merger

        On October 10, 2007, Fidelity board member and F&T Bank Chair, Robert P. Pincus and Eagle's President and Chief Executive Officer, Ronald D. Paul, met over breakfast and discussed the overall banking environment. The discussion led to talks of a possible business combination of the two financial institutions, Fidelity and Eagle, and all its positive opportunities. Mr. Pincus and Mr. Paul agreed to explore the merger option and to each seek input from an investment banking firm.

        On October 18, 2007, Diane M. Begg, CFO of Fidelity met with William L. Boyan, III of Sandler O'Neill, Eagle's financial advisor, to discuss Fidelity's historical financial and operating results and discuss certain preliminary due diligence questions.

        On October 23, 2007, Mr. Pincus met with Norman R. Pozez, Director of Fidelity, and John J. Nelligan and Eugene S. Weil of Milestone Advisors and discussed the rendering of financial advisory services to Fidelity in connection with a possible merger with Eagle.

        On October 24, 2007, Susan B. Hepner, Chair of Fidelity's board of directors, executed an engagement letter between Fidelity and Milestone Advisors to retain its services for the purpose of assisting Fidelity in structuring, negotiating, and ultimately issuing a fairness opinion with respect to the merger with Eagle.

        On October 31, 2007, Mr. Pincus met with Mr. Paul, Leland M. Weinstein, a director of Eagle, Messrs. Nelligan and Weil of Milestone Advisors, and Mr. Boyan, of Sandler O'Neill, to discuss all the business opportunities associated with a potential merger between Eagle and Fidelity, the compatibilities between the two institutions and benefits for the current clients and shareholders. The group agreed to pursue a letter of intent and definitive merger agreement.

        On November 7, 2007, Fidelity's board of directors met and affirmed the retention of Milestone Advisors. The board requested that Milestone Advisors also render a fairness opinion on the sale transaction. The board of directors discussed and considered the terms and conditions of the preliminary merger agreement.

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        Between November 7 and November 29, 2007, the parties and the financial and legal advisors conducted due diligence and negotiated the material terms of the merger agreement and the related agreement.

        On November 30, 2007, Fidelity's board of directors met with its financial advisor, Mr. Nelligan of Milestone Advisors, and legal advisors, Philip Feigen and Jonathan Pavony of Patton Boggs LLP, to discuss and consider the financial, business, strategic and legal aspects relating to the merger agreement, the merger, and related transactions contemplated by the merger agreement. Fidelity's board determined that it was in the best interest of Fidelity and its shareholders and approved entering into the agreement and plan of merger with Eagle.

        Eagle and Fidelity executed the definitive merger agreement and issued a press release publicly announcing the transaction on December 2, 2007.

Fidelity's Reasons for the Merger; Recommendation of Fidelity's Board of Directors

        The terms of the merger agreement, including the consideration to be paid to Fidelity's shareholders, were the result of arms-length negotiations. While evaluating the merger proposal the Fidelity board of directors considered a number of factors, including informal discussions with other local banking institutions. None of the informal discussions with other local banking institutions materialized. After considering its options, including continuing to operate on a stand alone basis, the board concluded that the merger presented a more favorable opportunity for maximizing shareholder value than Fidelity's other alternatives. Positive features included, but were not limited to:

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        The Fidelity board of directors also considered the potential adverse consequences of the proposed merger, including:

        The above discussion of the information and factors considered by the Fidelity board of directors is not intended to be exhaustive, but includes the material factors the Fidelity board of directors considered. In reaching its determination to approve and recommend the merger, the Fidelity board of directors did not assign any relative or specific weights to the foregoing factors, and individual directors may have given differing weights to different factors.

        The Fidelity board of directors believes that the merger is in the best interests of Fidelity and its shareholders. Accordingly the Fidelity board of directors has approved the merger agreement unanimously and recommends unanimously that you vote "FOR" approval of the merger and the merger agreement.

Eagle's Background and Reasons for the Merger

        In reaching its decision to approve and adopt the merger agreement and the transactions contemplated thereby, Eagle's board of directors, in consultation with management and its financial and legal advisors, considered numerous factors. In determining that the merger was in the best interests of Eagle and its shareholders, the board considered the positive aspects of engaging in the merger, which included but were not limited to the expectation that:

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        The board of directors also considered the potential negative aspects of to the proposed merger, including but not limited to the risks that:

        After the initial meeting between Mr. Paul and Mr. Pincus discussed in "Background of the Merger" above, Eagle consulted with its legal counsel and financial advisor, to assist it in conducting due diligence on Fidelity, and to commence preparing a draft definitive agreement. During the period of November 8 through November 17, 2007, Eagle's senior management, legal counsel, financial advisor and independent loan review consultants retained for the purpose, conducted an in depth review of Fidelity's business, financial condition, assets, liabilities and contingent liabilities, including those related to F&T Mortgage. This review, and discussion of the findings, continued after the main portion of the due diligence investigation was completed.

        On November 22, 2007, the Eagle board of directors met with representatives of legal counsel and Sandler O'Neill to discuss the proposed terms of the merger and the findings of the due diligence examination. Following an extensive discussion of the prospects for Eagle and its shareholders as a result of the merger, the condition and prospects of Fidelity and its subsidiaries, and the risks relating to an acquisition of Fidelity, the board approved continued discussions relating to the proposed merger. On November 28, 2007, the board of directors again met with Eagle's legal and financial advisors to discuss the merger. In anticipation of the meeting, the latest iteration of the merger agreement had been distributed to the directors. Following a presentation by management and counsel of the status of the discussions regarding the proposed merger, changes to the merger agreement since the draft distributed, a presentation by Sandler O'Neill of the financial impact of the proposed merger, a discussion of due diligence issues, and a presentation by counsel on issues relating to F&T Mortgage, the board approved continued discussions toward a definitive agreement.

        On November 30, 2007, a joint meeting of the boards of directors of Eagle and EagleBank was held. The directors had previously been provided with the latest version of the proposed merger agreement. At this meeting, the boards reviewed the structure of the transaction, heard presentations from management and counsel on the status of the negotiations, changes to the agreement since the November 28, 2007 meeting and unresolved issues, and discussed the potential risks of the transaction and the potential impact of the merger on Eagle and its shareholders. The boards received and discussed a presentation by legal counsel regarding their fiduciary obligations under Maryland law. The boards received and discussed a presentation from Sandler O'Neill as to the financial impact of the transaction, pricing issues, and as to the fairness of the transaction from a financial point of view to the shareholders of Eagle. After extensive discussion, the boards of directors of Eagle and EagleBank unanimously approved the merger (with one member of the EagleBank board absent), subject to satisfactory resolution of open items, and authorized Mr. Paul to execute the merger agreement and related documents in the form presented, with such changes as he deemed appropriate, provided that such changes did not result in an increase in the substantive risk to Eagle and EagleBank of the proposed transaction.

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        The above discussion of the information and factors considered by Eagle's board of directors is not meant to be exhaustive, but indicates the material matters considered by the board. In reaching its determination to approve the merger agreement and the transactions which it contemplates, the board did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual directors may have considered various factors differently. The Eagle board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. There can be no assurance that the merger will be effected and the integration of the two companies consummated in the manner expected by the Eagle board, or that the expected benefits to Eagle and its shareholders will be realized.

        The Eagle board of directors has unanimously approved the merger and unanimously recommends that holders of Eagle common stock vote "FOR" the approval of the issuance of up to a maximum of 4,338,363 shares of Eagle common stock in connection with the merger.

Opinion of Fidelity's Financial Advisor

        At the request of Fidelity, Milestone Advisors has provided to the Fidelity board of directors a written opinion to the effect that, subject to the qualifications, limitations and assumptions set forth in the opinion, as of the date Fidelity entered into the merger agreement the consideration to be paid by Eagle as provided in the merger agreement was fair to the holders of Fidelity common stock from a financial point of view.

        Milestone Advisors was retained by Fidelity as its financial advisor and to provide a fairness opinion to Fidelity. Milestone Advisors is an investment banking firm that provides a broad range of financial services, and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and securities in connection with merger transactions and other types of acquisitions, private placements, secondary distributions and valuations for corporate, estate and other purposes. No limitations were imposed by the board of directors of Fidelity upon Milestone Advisors with respect to the investigation made or procedures followed by it in rendering its opinion. On March 16, 2005, options representing 10,500 shares were granted to Milestone Merchant Partners, LLC, the parent company of Milestone Advisors, at the exercise price of $10.00 per share. In addition, Milestone Merchant Partners, LLC owns 14,221 shares of Fidelity common stock. Milestone Advisors was paid $377,992 in 2007 in connection with the F&T Mortgage asset sale. Milestone Advisors did not receive any compensation in 2006 from Fidelity.

        The full text of Milestone Advisors' written opinion to Fidelity & Trust's board of directors, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Milestone Advisors, is attached as Appendix B to this joint proxy statement/prospectus and is incorporated herein by reference. Shareholders of Fidelity are urged to read the opinion, which is attached as Appendix B to this joint proxy statement/prospectus, in its entirety in connection with their consideration of the proposed merger.

        For purposes of Milestone Advisors' opinion and in connection with its review of the merger and the merger agreement, Milestone Advisors, among other things:

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        In addition, Milestone Advisors held discussions with the managements of Fidelity and Eagle concerning their views as to the financial and other information described above and the potential cost savings, operating synergies, revenue enhancements and strategic benefits expected to result from the merger. Milestone Advisors also conducted such other analyses and examinations and considered such other financial, economic and market criteria as it deemed appropriate to arrive at its opinion. It did not, however, make or review any independent evaluations or appraisals of any of the assets, properties, liabilities or securities, or make any physical inspection of the properties or assets of Fidelity. Milestone Advisors assumed the adequacy of allowances for losses in loan portfolios, and did not undertake to review any individual credit files, for Fidelity or Eagle.

        In delivering its opinion to the board of directors of Fidelity, Milestone Advisors prepared and delivered to the board written materials containing various analyses and other information. Subject to the provisions of the merger agreement, each share of Fidelity common stock issued and outstanding immediately prior to the effective time of the merger shall be converted into the right to receive consideration equal to 0.9202 shares of Eagle common stock. The aggregate number of Eagle shares to be issued in exchange for all of Fidelity's currently outstanding common stock is approximately 3.9 million. All issued and outstanding options to purchase Fidelity's common stock at the time of transaction close will be converted into options to purchase Eagle shares per customary conversion methodology as described in the merger agreement. The fully diluted per share purchase price as of the date of the fairness opinion was $11.50 and as of the date of the merger agreement was $11.51. For purposes of the fairness opinion, Milestone Advisors assumed 4,207,016 shares of Fidelity common stock outstanding and 507,070 options to purchase Fidelity common stock outstanding at a weighted average exercise price of $10.75 per share.

        The following are summaries of the analyses contained in the materials delivered to Fidelity board of directors:

        Market Trading Analysis of Eagle Bancorp(1).    Milestone Advisors reviewed the stock trading history of Eagle. As of November 29th, 2007, the market value of Eagle was $12.50 per share and ranged from $11.55 to $18.01 over the preceding 52-week period. The 30-, 60-, 90- day trading average stock prices were $12.57, $12.84, and $13.12, and the average daily trading volume was approximately 5,500 shares.

(1)
Fidelity is not a publicly traded company.

        Public Comparable Company Analysis.    This method applies the comparative public market information of comparable companies to Fidelity and Eagle. The methodology assumes companies in the same industry share similar markets, and the potential for revenue and earnings growth is usually dependent upon the characteristics of the growth rates of these markets, and companies that operate within the same industry or line of business experience similar operating characteristics and business opportunities and risks. The underlying component in the comparable company analysis assumes the companies are going concerns.

        Using publicly available information, Milestone Advisors compared selected financial data of Fidelity with similar data of selected publicly-traded companies engaged in commercial banking considered by Milestone Advisors to be comparable to those of Fidelity. In this regard, Milestone Advisors noted that although such companies were considered similar, none of the companies has the same management,

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makeup, size or combination of businesses as Fidelity, as the case may be. Milestone Advisors reviewed and analyzed the following publicly-traded companies, which Milestone Advisors deemed to be comparable companies (collectively, the "Fidelity & Trust Comparison Companies"): This group was selected from companies that are (i) 16 commercial banks or bank holding companies which were established after 2002 and have assets between $250 million and $750 million (the "De Novo Comparison Companies"), (ii) 61 commercial banks or bank holding companies located in the Mid-Atlantic region and have assets between $250 million and $750 million (the "Mid-Atlantic Comparison Companies"), and (iii) 32 commercial banks or bank holding companies which have a return on average assets of less than 0.8% and have assets between $250 million and $750 million (the "Nationwide Comparison Companies").

        Milestone Advisors analyzed the following financial data for each of the Fidelity & Trust Comparison Companies and then applied the mean and median trading metrics of the Fidelity & Trust Comparison Companies to Fidelity as a multiple or percent, as the case may be, of (i) total assets (ii) tangible book value, and (iii) earnings(2) for the latest twelve months.


Applied Median Comparables, De Novo Comparison Companies

 
   Median Comparable Multiple
   F&T Multiplier
   Implied Price
Price to Assets (%)   11.5   452,046     51,985
Price to Tangible Book Value (%)   143.5   32,321     46,390
Price to LTM Earnings (x)   15.6   1,765 (1)   27,571
   
 
 
Implied Average Total Market Capitalization ($000)             41,982
Implied Fully Diluted Market Value per Share ($)           $ 9.98
           


Applied Median Comparables, Mid-Atlantic Comparison Companies

 
   Median Comparable
Multiple
   F&T
Multiplier
   Implied
Price
Price to Assets (%)   12.1   452,046     54,472
Price to Tangible Book Value (%)   141.2   32,321     45,647
Price to LTM Earnings (x)   14.7   1,765 (1)   25,975
   
 
 
Implied Average Total Market Capitalization ($000)             42,031
Implied Fully Diluted Market Value per Share ($)           $ 9.99
           


Applied Median Comparables, Nationwide Comparison Companies

 
   Median Comparable
Multiple
   Cordell
Multiplier
   Implied
Price
Price to Assets (%)   10.0   452,046     45,024
Price to Tangible Book Value (%)   122.5   32,321     39,577
Price to LTM Earnings (x)   19.0   1,765 (1)   33,545
   
 
 
Implied Average Total Market Capitalization ($000)             39,382
Implied Fully Diluted Market Value per Share ($)           $ 9.36
           
(1)
LTM earnings are for the F &T Bank only. Consolidated LTM earnings were $(6,740,000)

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        The median range of values for this analysis was from $9.36 to $9.99 per share compared to the value of Eagle's stock offer equal to an exchange ratio of 0.9202, or $11.51 per share as of the date of the merger agreement.

        Merger and Acquisition Transaction Analysis.    Milestone Advisors reviewed certain publicly available information regarding 55 selected merger and acquisition transactions (the "Comparable Transactions") from January 1, 2005 to October 31, 2007 involving commercial banks and bank holding companies, in which the sellers (i) were commercial banks or bank holding companies formed after January 1, 2001 and had total assets at the time of transaction announcement less than $500 million (the 18 "De Novo Transactions"), (ii) were commercial banks or bank holding companies located in the Mid-Atlantic region and had total assets at the time of transaction announcement between $250 million and $750 million (the 12 "Mid-Atlantic Transactions"), and (iii) were commercial banks or bank holding companies which had a return on average assets less than 0.8% and had total assets at the time of transaction announcement between $250 million and $750 million (the 25 "Nationwide Transactions").

        For each transaction, Milestone Advisors analyzed data illustrating, among other things, the multiple of purchase price to last twelve month ("LTM") earnings per share ("EPS"), the multiple of purchase price to tangible book value ("TBV"), and the ratio of the premium (i.e., purchase price in excess of tangible book value) to core deposits.

        A summary of the mean and median multiples and ratios for the Comparable Transactions Group in the analysis follows:


M&A Metrics, De Novo Transactions

 
    
    
   Price /
    
 
   Total
Assets
($000)
   Deal
Value
($M)
   TBV
(%)
   LTM EPS
(x)
   Premium/
Core Deposits
(%)
High   354,486   69.5   409.1   47.9   35.5
   
 
 
 
   
Low   37,935   6.4   99.1   20.4   8.1
   
 
 
 
   
Mean   110,850   23.1   223.5   32.8   22.6
   
 
 
 
   
Median   73,788   16.4   206.5   29.3   22.4
   
 
 
 
   
F&T / Eagle   452,046   48.8   143.8   27.6 (1) 5.8
   
 
 
 
   


M&A Metrics, Mid-Atlantic Transactions

 
    
    
   Current Price /
    
 
   Total
Assets
($000)
   Deal
Value
($M)
   TBV
(%)
   LTM EPS
(x)
   Premium/
Core Deposits
(%)
High   644,693   166.1   359.8   52.3   44.1
Low   320,510   69.8   195.9   19.5   10.2
Mean   484,158   109.7   280.3   32.6   22.3
Median   474,902   100.9   288.3   29.1   19.3
F&T / Eagle   452,046   48.8   143.8   27.6 (1) 5.8

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M&A Metrics, Nationwide Transactions

 
    
    
   Current Price /
    
  
 
   Total
Assets
($000)
   Deal
Value
($M)
   TBV
(%)
   LTM EPS
(x)
   Premium /
Core Deposits
(%)
  
High   749,055   135.2   332.7   56.1   39.7  
Low   252,956   26.6   74.3   11.5   (42.1 )
Mean   477,661   76.1   236.1   29.7   13.7  
Median   477,391   75.3   231.5   27.6   15.4  
F&T / Eagle   452,046   48.8   143.8   27.6 (1) 5.8  
(1)
LTM earnings are for the F&T Bank only. Consolidated LTM earnings were $(6,740,000)

        An analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in the financial and operating characteristics of Fidelity & Trust and the companies included in the selected merger transactions and other factors that could affect the acquisition value of the companies to which it is being compared. Mathematical analyses such as determining the median or average is not in itself a meaningful method of using comparable transaction data.

        Present Value Analysis.    In performing the Present Value analysis, Milestone Advisors estimated the future cash earnings of Fidelity & Trust on both a stand-alone and pro forma basis (including the operational benefits that are expected to result from the transaction), and then discounted those values back to the present using discount rates ranging from 11.0% to 15.0%. Free cash flow in this analysis is equal to the cash earnings of Fidelity & Trust less the amount of retained earnings necessary to maintain an equity-to-assets ratio of 7.0%. The two valuation methodologies used were (i) a 12.0x to 20.0x price-to-earnings multiple range to Fidelity & Trust's projected future earnings per share and book value per share and (ii) a price-to-book value ratio ranging from 150% to 250% to Fidelity & Trust's projected future earnings per share and book value per share.


12.0x–20.0x Price / Earnings Multiple

 
   Low
   High
   Average
Stand-alone   $ 7.57   $ 14.58   $ 10.86
Pro-forma   $ 8.87   $ 17.09   $ 12.73
F&T / Eagle   $ 11.51


150%–250% Price / Book Value Ratio

 
   Low
   High
   Average
Stand-alone   $ 9.35   $ 18.01   $ 13.41
Pro-forma   $ 9.79   $ 18.85   $ 14.04
F&T / Eagle   $ 11.51

        Accretion Analysis.    Milestone Advisors analyzed the projected 2007 through 2011 earnings per share for one original share of Fidelity common stock, adjusted for the exchange ratio assuming 100% stock conversion. Milestone Advisors compared the projected earnings per share for the holders of Fidelity common stock on a stand-alone basis and on a combined pro forma basis for Fidelity and Eagle. This analysis assumes, among other things, that the transaction is completed in the second quarter of 2008, and expense savings are partially realized in 2008 and fully realized in 2009 and all periods thereafter. This analysis results in positive earnings accretion to Fidelity shareholders ranging from 20% to 30% in 2009 through 2011.

        This analysis suggests that there are higher potential earnings per share and therefore higher potential value per share for the holders of Fidelity common stock if the merger is completed.

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        This analysis relies on financial projections for Fidelity and Eagle, which projections may be significantly different from actual results. Therefore, the accretion experienced by Fidelity and/or Eagle may be significantly different than projected.

        While the foregoing summaries describe several analyses and examinations that Milestone Advisors deemed material in its opinion, it is not a comprehensive description of all analyses and examinations actually conducted by Milestone Advisors. The preparation of a fairness opinion necessarily involves various determinations of the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, is not susceptible to partial analysis or summary description. Each of the analyses conducted by Milestone Advisors was carried out in order to provide a different perspective on the transaction and to add to the total mix of information available. Milestone Advisors did not form a conclusion as to whether any individual analysis, considered alone, supported or failed to support an opinion as to fairness from a financial point of view. Rather, in reaching its conclusion, Milestone Advisors considered the results of the analyses as a whole and did not place particular reliance or weight on any individual factor. Therefore, selecting portions of the analyses and factors considered, without considering all such analyses and factors, would create an incomplete or misleading view of the process underlying the analysis. The range of valuations resulting from any particular analysis should not be taken to be Milestone Advisors' view of the actual value or predicted future value of Fidelity's common stock.

        In performing its analyses, Milestone Advisors made numerous assumptions with respect to industry performance and general business and economic conditions such as industry growth, inflation, interest rates and many other matters, many of which are beyond the control of Fidelity, Eagle and Milestone Advisors. Any estimates contained in Milestone Advisors' analyses are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by the analyses. Additionally, estimates of the values of the business and securities do not purport to be appraisals of the assets or market value of Fidelity and Eagle or their securities, nor do they necessarily reflect the prices at which transactions may actually be consummated.

        In arriving at its opinion, Milestone Advisors assumed and relied upon the accuracy and completeness of all financial and other information provided to or reviewed by Milestone Advisors, including publicly available information, and Milestone Advisors did not assume any responsibility for independent verification of any such information. With respect to financial projections and other information provided to or reviewed by Milestone Advisors, Milestone Advisors was advised by the managements of Fidelity and Eagle that such projections and other information were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of Fidelity and Eagle as to the expected future financial performance of Fidelity and Eagle, and Milestone Advisors assumed that, after the merger, Fidelity and Eagle and its subsidiaries will perform substantially in accordance with such projections. Milestone Advisors' opinion does not address the underlying business decision of Fidelity to enter into the Agreement or complete the merger.

        Pursuant to the terms of an engagement letter with Fidelity, Milestone Advisors will receive a fee from Fidelity. In the ordinary course of Milestone Advisors' business, the principals of Milestone Advisors and its affiliates own common shares and options to acquire common shares of Fidelity and may actively trade the common stock of Eagle for their own account and for the accounts of Milestone Advisors' customers and, accordingly, Milestone Advisors may at any time hold a long or short position in the common stock of Eagle. In addition: (1) Milestone Advisors and its affiliates have provided investment banking services to Fidelity over the last two years and have received fees for such services, (2) a board member of Fidelity provides advisory services to Milestone Advisors and its affiliates and receives compensation for such services, and (3) Milestone Advisors maintains banking relationships with Fidelity, all of which are on commercial terms. Fidelity has also agreed to reimburse Milestone Advisors for its expenses incurred in connection with its engagement and to indemnify Milestone Advisors against certain liabilities.

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        Milestone Advisors' opinion is for the benefit and use of the members of the board of directors of Fidelity in connection with their evaluation of the merger and does not constitute a recommendation to any holder of Fidelity common stock as to how such holder should vote with respect to the merger.

Opinion of Eagle's Financial Advisor

        Opinion of Sandler O'Neill & Partners, L.P.    By letter dated November 21, 2007, Eagle Bancorp Inc. ("Eagle") retained Sandler O'Neill to act as its financial advisor in connection with a possible business combination with Fidelity & Trust Financial Corporation ("Fidelity"). Sandler O'Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O'Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        Sandler O'Neill acted as financial advisor to Eagle in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of a definitive merger agreement on December 2, 2007. At the November 30, 2007 meeting at which Eagle's board considered and approved the merger agreement, Sandler O'Neill delivered to the board its oral opinion, which was later confirmed in writing that, as of such date, the merger consideration was fair to Eagle from a financial point of view. The full text of Sandler O'Neill's written opinion is attached as Appendix C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion. Shareholders of Eagle are urged to carefully read the entire opinion, which is attached as Appendix C to this joint proxy statement/prospectus, in connection with their consideration of the proposed merger.

        Sandler O'Neill's opinion speaks only as of the date of the opinion. The opinion was directed to the Eagle board and is directed only to the fairness of the merger consideration to Eagle from a financial point of view. It does not address the underlying business decision of Eagle to engage in the merger or any other aspect of the merger and is not a recommendation to any Eagle shareholder as to how such shareholder should vote at the special meeting with respect to the merger or any other matter.

        In connection with rendering its November 30, 2007 opinion, Sandler O'Neill reviewed and considered, among other things:

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        Sandler O'Neill also discussed with certain members of senior management of Eagle, the business, financial condition, results of operations and prospects of Eagle and held similar discussions with certain members of senior management of Fidelity regarding the business, financial condition, results of operations and prospects of Fidelity.

        In performing its reviews and analyses and in rendering its opinion, Sandler O'Neill relied upon the accuracy and completeness of all the financial and other information that was available to it from public sources, that was provided to Sandler O'Neill by Eagle or Fidelity or their respective representatives, or that was otherwise reviewed by Sandler O'Neill and have assumed such accuracy and completeness for purposes of rendering its opinion. Sandler O'Neill further relied on the assurances of the management of each of Eagle and Fidelity that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Sandler O'Neill has not been asked to undertake, and has not undertaken, an independent verification of any of such information and Sandler O'Neill does not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O'Neill did not make an independent evaluation or appraisal of the specific assets, the collateral securing the assets or the liabilities (contingent or otherwise) of Eagle or Fidelity or any of their subsidiaries, or the collectibility of any such assets, nor has Sandler O'Neill been furnished with any such evaluations or appraisals. Sandler O'Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of Eagle or Fidelity nor has Sandler O'Neill reviewed any individual credit files relating to Eagle or Fidelity. Sandler O'Neill assumed, with Eagle's consent, that the respective allowances for loan losses for both Eagle and Fidelity were adequate to cover such losses.

        With respect to the internal budget and management guidance for Eagle as provided by the senior management of Eagle and the internal budget and management guidance for Fidelity as discussed with the managements of Fidelity and Eagle and the projections of transaction costs, purchase accounting adjustments and expected cost savings prepared by and/or reviewed with the managements of Eagle and Fidelity and used by Sandler O'Neill in its analyses, Eagle's and Fidelity's management confirmed to Sandler O'Neill that they reflected the best currently available estimates and judgments of management of the future financial performance of Eagle and Fidelity and Sandler O'Neill assumed that such performance would be achieved. Sandler O'Neill expressed no opinion as to the budget it received or the guidance provided by management and estimates or the assumptions on which they are based. Sandler O'Neill has also assumed that there has been no material change in Eagle's and Fidelity's assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to it. Sandler O'Neill assumed in all respects material to its analysis that Eagle and Fidelity will remain as going concerns for all periods relevant to its analyses, that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to the agreements will perform all of the covenants required to be performed by such party under the agreements, that the conditions precedent in the agreements are not waived and that the merger will qualify as a tax-free reorganization for federal income tax purposes. Finally, with Eagle's consent, we have relied upon the advice Eagle has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the Agreement.

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        Sandler O'Neill's opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of its opinion. Events occurring after the date of the opinion could materially affect the opinion. Sandler O'Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date hereof. Sandler O'Neill expressed no opinion as to what the value of Eagle's common stock will be when issued to Fidelity's shareholders pursuant to the merger agreement or the prices at which the common stock of Eagle may trade at any time.

        In rendering its November 30, 2007 opinion, Sandler O'Neill performed a variety of financial analyses. The following is a summary of the material analyses performed by Sandler O'Neill, but is not a complete description of all the analyses underlying Sandler O'Neill's opinion. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O'Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O'Neill's comparative analyses described below is identical to Eagle or Fidelity and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Eagle and Fidelity and the companies to which they are being compared.

        In performing its analyses, Sandler O'Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Eagle, Fidelity and Sandler O'Neill. The analysis performed by Sandler O'Neill is not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O'Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Eagle board at the board's November 30, 2007 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O'Neill's analyses do not necessarily reflect the value of Eagle's common stock or the prices at which Eagle's common stock may be sold at any time. The combined analysis of Sandler O'Neill and the opinions provided by each were among a number of factors taken into consideration by Eagle's board in making its determination to adopt the plan of merger contained in the merger agreement and the analyses described below should not be viewed as determinative of the decision of Eagle's board or management with respect to the fairness of the merger.

        At the November 30, 2007 meeting of Eagle's board of directors, Sandler O'Neill presented certain financial analyses of the merger. The summary below is not a complete description of the analyses underlying the opinions of Sandler O'Neill or the presentation made by Sandler O'Neill to Eagle's board, but is instead a summary of the material analyses performed and presented in connection with the opinion.

        In arriving at our opinion Sandler O'Neill did not attribute any particular weight to any analysis or factor that we considered. Rather we made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. Sandler O'Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support their respective opinions; rather Sandler O'Neill made our determination as to the fairness of the per share consideration on the

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basis of their experience and professional judgment after considering the results of all their analyses taken as a whole. Accordingly, we believe that the analysis and the summary of the analysis must be considered as a whole and that selecting portions of the analysis and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying their analyses and opinions. The tables alone do not constitute complete descriptions of the financial analyses presented in such tables.

        Summary of Proposal.    Sandler O'Neill reviewed the financial terms of the proposed transaction. Using the fixed exchange ratio of 0.9202 shares of Eagle common stock for each share of Fidelity common stock, based upon Eagle's closing stock price as of November 29, 2007 of $12.50, Sandler O'Neill calculated a transaction value of $11.50 per share, or an aggregate transaction value of approximately $48.8 million. Based upon financial information for Fidelity as of or for the twelve month period ended September 30, 2007, Sandler O'Neill calculated the following transaction ratios:

Transaction Ratios
    
  
Transaction value/2007 Budgeted earnings per share   44.2x  
Transaction value/2008 Budgeted earnings per share   18.9x  
Transaction value/Book value per share   150 %
Transaction value/Tangible book value per share   150 %
Tangible book premium/ Core deposits(1)   7.17 %

        The aggregate transaction value was approximately $48.8 million, based upon the offer price per share of $11.50 and 4,207,016 Fidelity common shares outstanding.

        Comparable Company Analysis.    Sandler O'Neill used publicly available information to perform a comparison of selected financial and market trading information for Eagle and selected financial information for Fidelity.

        Sandler O'Neill also used publicly available information to compare selected financial and market trading information for Fidelity and a group of financial institutions selected by Sandler O'Neill. The Fidelity peer group consisted of the following publicly traded commercial banks headquartered in D.C., Maryland, or Virginia with total assets between $350 million and $550 million:

Hampton Roads Bankshares Inc.   Monarch Financial Holdings
First National Corp.   Abigail Adams National Bancorp
Eagle Financial Services Inc.   Calvin B. Taylor Bankshares
Fauquier Bankshares Inc.   F & M Bank Corp.
Bank of Southside Virginia Corp.   Cecil Bancorp Inc.
Chesapeake Financial Shares   Village Bank & Trust Financial Corp
Central Virginia Bankshares   Annapolis Bancorp Inc.

        The analysis compared publicly available financial and market trading information for Fidelity and the high, low, mean, and median data for Fidelity peer group as of and for the twelve months ended September 30, 2007. The table below sets forth the data for Fidelity and the median data for Fidelity peer group as of and for the twelve months ended September 30, 2007, with pricing data as of November 28, 2007.

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Comparable Group Analysis

 
   Fidelity
   Comparable Group
Median Result
  
Total Assets (in millions)   $ 452   $ 464  
Tangible Equity / Tangible Assets     6.61 %   7.69 %
Return on Average Assets     (1.51 )%   1.04 %
Return on Average Equity     (19.73 )%   11.43 %
Price / Tangible Book Value     —     152 %
Price / LTM Earnings per Share     —     12.8x  
Price / 2007 Estimated Earnings per Share     —     16.3x  
Price / 2008 Estimated Earnings per Share     —     13.3x  
Core Deposit Premium     —     6.3 %
Market Capitalization (in millions)     —   $ 56.9  

        Eagle's peer group consisted of the following publicly traded commercial banks headquartered in D.C., Maryland, or Virginia with total assets between $500 million and $1.0 billion:

Shore Bancshares Inc.   Eastern Virginia Bankshares   First Bancorp Inc.
National Bankshares Inc.   Middleburg Financial Corp.   Old Point Financial Corp.
Commonwealth Bankshares Inc.   C&F Financial Corp.   American National Bankshares
Highland Bankshares Inc.   Access National Corp.   Valley Financial Corp.
Tri-County Financial Corp.   Alliance Bankshares Corp.   Hampton Roads Bankshares Inc.
First National Corp.   Eagle Financial Services Inc.    

        The analysis compared publicly available financial and market trading information for Eagle and the high, low, mean, and median data for Eagle peer group as of and for the twelve months ended September 30, 2007. The table below sets forth the data for Eagle and the median data for Eagle peer group as of and for the twelve months ended September 30, 2007, with pricing data as of November 28, 2007.

Comparable Group Analysis

 
   Eagle
   Comparable Group
Median Result
  
Total Assets (in millions)   $ 802   $ 768  
Tangible Equity / Tangible Assets     9.73 %   9.01 %
Return on Average Assets     0.97 %   1.07 %
Return on Average Equity     10.13 %   11.08 %
Price / Tangible Book Value     152 %   154 %
Price / Last Twelve Months' Earnings per Share     16.1x     13.2x  
Price / 2007 Estimated Earnings per Share(1)     14.8x     13.7x  
Price / 2008 Estimated Earnings per Share(1)     13.2x     12.6x  
Core Deposit Premium     8.0 %   7.2 %
Market Capitalization (in millions)   $ 118.8   $ 101.2  

        Stock Trading History.    Sandler O'Neill also reviewed the history of the publicly reported trading prices of Eagle's common stock for the one-year period ended November 28, 2007 and the three-year period ended November 28, 2007. Sandler O'Neill then compared the relationship between the movements in the price of Eagle's common stock against the movements in the prices of the Standard & Poor's 500 Index, the NASDAQ Bank Index, the Standard & Poor's Bank Index and the median performance of a

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composite peer group of publicly traded commercial banks selected by Sandler O'Neill for Eagle. The composition of that respective peer group for Eagle is discussed under the relevant section under "Comparable Group Analysis" above.

        During the one-year period ended November 28, 2007, Eagle's common stock underperformed the indices to which it was compared.

Eagle's One-Year Stock Performance

 
   Beginning Index Value
November 28, 2006
   Ending Index Value
November 28, 2007
  
Eagle   100.00 % 69.5 %
Selected Peer Group(1)   100.00 % 92.7  
NASDAQ Bank Index   100.00 % 84.4  
S&P Bank Index   100.00 % 83.0  
S&P 500 Index   100.00 % 105.9  

        During the three-year period ended November 28, 2007, Eagle's common stock outperformed the peer group to which it was compared and the various indices, less the Standard & Poor's 500 Index.

Eagle's Three-Year Stock Performance

 
   Beginning Index Value
November 28, 2004
   Ending Index Value
November 28, 2007
  
Eagle   100.00 % 102.9 %
Selected Peer Group(1)   100.00 % 95.1  
NASDAQ Bank Index   100.00 % 84.0  
S&P Bank Index   100.00 % 83.6  
S&P 500 Index   100.00 % 120.8  

        Analysis of Selected Merger Transactions.    Sandler O'Neill reviewed the following eight (8) merger transactions announced from January 1, 2005 through November 28, 2007 involving Washington, D.C., Maryland, or Virginia-based commercial banks as the acquired institution with a transaction value greater than $15 million and less than $100 million.

Acquirer
   Acquiree
Community Bnkrs Acq Corp   TransCommunity Financial Corp.
Bradford Bancorp Inc.   Patapsco Bancorp Inc.
Gateway Financial Holdings   Bank of Richmond NA
Sandy Spring Bancorp Inc.   CN Bancorp Inc.
Sandy Spring Bancorp Inc.   Potomac Bank of Virginia
Premier Community Bankshares   Albemarle First Bank
Union Bankshares Corp.   Prosperity B&TC
American National Bankshares   Community First Financial Corp

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        Sandler O'Neill reviewed the following 14 merger transactions announced from January 1, 2005 through November 30, 2007 involving banks and thrifts that reported negative last twelve month net income prior to the announcement of the transaction (the "Nationwide Transactions"):

Acquirer
   Acquiree
Integra Bank Corp.   Peoples Community Bancorp Inc.
Community Bnkrs Acq Corp   TransCommunity Financial Corp.
FBOP Corp.   Cardunal SB FSB
Florida Bank Group Inc.   Cygnet Financial Corp
United Security Bancshares   Legacy Bank
Conestoga Bancorp Inc.   PSB Bancorp Inc.
Emprise Financial Corporation   Prairie Capital Inc.
Bancshares of Florida Inc.   Bristol Bank
Franklin Financial Services   Fulton Bancshares Corp.
Stark Bk Group LTD.   Pelican Financial Inc.
Wilshire Bancorp Inc.   Liberty Bank of New York
F.N.B. Corp.   North East Bancshares Inc.
MainSource Financial Group   Madison Bank & Trust Company
Security Bank Corp.   SouthBank

        Sandler O'Neill reviewed the following multiples: transaction price at announcement to last twelve months' net income, transaction value to book value, transaction value to tangible book value, tangible book premium to core deposits, and transaction value to seller stock price one (1) month prior to announcement, and then computed high, low, mean, median multiples and premiums for the transactions. The median multiples were applied to Fidelity financial information as of and for the twelve months ended September 30, 2007. As illustrated in the following tables, Sandler O'Neill derived an imputed range of aggregate values for Fidelity stock of $33.1 million to $79.5 million based upon the median multiples for the Washington D.C., Maryland and Virginia commercial bank transactions and an imputed range of values for the aggregate of Fidelity stock of $57.7 million to $64.4 million based upon the median multiples for the Nationwide Transactions. Sandler O'Neill calculated a transaction value of $11.50 per share.

Transaction Multiples

 
   D.C., MD, VA
   Nationwide
 
   Median
Multiple
   Implied
Value
   Median
Multiple
   Implied
Value
Price Per Share / Last twelve months Net Income   30.1x   $ 33,053   NM     NM
Price Per Share / Book Value   232 % $ 75,027   183 % $ 59,004
Price Per Share / Tangible Book Value   246 % $ 79,547   179 % $ 57,725
Core Deposit Premium(1)   20.2 % $ 79,270   13.8 % $ 64,382
(1)
Core deposits are defined as total deposits less time deposits over $100,000. The core deposit premium is calculated by taking transaction value, less tangible book value, divided by core deposits.

        Net Present Value Analysis.    Sandler O'Neill performed an analysis that estimated the net present value per share of Fidelity common stock under various circumstances. In the analysis we used an internal budget for Fidelity for the years ending December 31, 2007 and 2008 as provided by senior management of Fidelity as adjusted by management of Eagle and management guidance for the years ending December 31, 2009 and 2010 as discussed with the senior management of Eagle and Fidelity based on an assumed long-term asset and net interest margin growth rate. The Fidelity budget reflected diluted earnings per share of $0.28 and $0.67 for the years ended December 31, 2007 and 2008, respectively, which Eagle adjusted, based on its judgment regarding achievable levels of growth and net interest margin, to $0.26 and $0.61 per

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diluted share. To approximate the terminal value of Fidelity common stock at December 31, 2010, Sandler O'Neill applied price to last twelve months earnings multiples of 10.0x to 18.0x and multiples of tangible book value ranging from 100% to 200%. The terminal values were then discounted to present values using different discount rates ranging from 11.0% to 17.0% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Fidelity stock. In addition, the net present value of Fidelity common stock at December 31, 2010 was calculated using the same range of price to last twelve months earnings multiples (10.0x to 18.0x) applied to a range of discounts and premiums to budget projections. The range applied to the budgeted net income was 25% under budget to 25% over budget, using a discount rate of 13.0% for the analysis.

        As illustrated in the following tables, the analysis indicated an imputed range of values per share for Fidelity's common stock of $7.05 to $15.06 when applying the price/earnings multiples to the matched budget, $6.13 to $14.55 when applying multiples of tangible book value to the matched budget, and $5.92 to $17.76 when applying the price/earnings multiples to the -25% to +25% budget range.

Discount Rate
   10.0x
   12.0x
   14.0x
   16.0x
   18.0x
11.00%   $ 8.37   $ 10.04   $ 11.71   $ 13.39   $ 15.06
12.00%     8.13     9.75     11.38     13.00     14.63
13.00%     7.89     9.47     11.05     12.63     14.21
14.00%     7.67     9.21     10.74     12.28     13.81
15.00%     7.46     8.95     10.44     11.93     13.42
16.00%     7.25     8.70     10.15     11.60     13.05
17.00%     7.05     8.46     9.87     11.28     12.69
Budget Variance
   10.0x
   12.0x
   14.0x
   16.0x
   18.0x
-25.0%   $ 5.92   $ 7.10   $ 8.29   $ 9.47   $ 10.66
-20.0%     6.31     7.58     8.84     10.10     11.37
-15.0%     6.71     8.05     9.39     10.73     12.08
-10.0%     7.10     8.52     9.94     11.37     12.79
-5.0%     7.50     9.00     10.50     12.00     13.50
0.0%     7.89     9.47     11.05     12.63     14.21
5.0%     8.29     9.94     11.60     13.26     14.92
10.0%     8.68     10.42     12.15     13.89     15.63
15.0%     9.08     10.89     12.71     14.52     16.34
20.0%     9.47     11.37     13.26     15.15     17.05
25.0%     9.87     11.84     13.81     15.79     17.76
Discount Rate
   100%
   125%
   150%
   175%
   200%
11.0%   $ 7.28   $ 9.10   $ 10.91   $ 12.73   $ 14.55
12.0%     7.07     8.83     10.60     12.37     14.13
13.0%     6.87     8.58     10.30     12.02     13.73
14.0%     6.67     8.34     10.01     11.68     13.34
15.0%     6.49     8.11     9.73     11.35     12.97
16.0%     6.31     7.88     9.46     11.03     12.61
17.0%     6.13     7.67     9.20     10.73     12.26

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        Sandler O'Neill performed an analysis that estimated the net present value per share of Eagle's common stock under various circumstances, using an internal budget for Eagle for the years ending December 31, 2007 and 2008 prepared by and reviewed with management of Eagle and management guidance on an assumed asset growth rate for the years ending December 31, 2009 and 2010. To approximate the net present value of Eagle's common stock at December 31, 2010, Sandler O'Neill applied price to last twelve months earnings multiples of 10.0x to 18.0x and multiples of tangible book value ranging from 100% to 200%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 11% to 17% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Eagle common stock. In addition, the net present value of Eagle's common stock at December 31, 2010 was calculated using the same range of price to last twelve months earnings multiples (10.0x–18.0x) applied to a range of discounts and premiums to management's budget projections. The range applied to the budgeted net income was 25.0% under budget to 25.0% over budget, using a discount rate of 13.0% for the tabular analysis. As illustrated in the following tables, this analysis indicated an imputed range of values per share for Eagle's common stock of $7.62 to $15.72 when applying the price to earnings multiples to the matched budget, $6.85 to $15.57 when applying multiples of tangible book value to the matched budget, and $6.53 to $22.37 when applying the price/earnings multiples to the -25.0% / +25.0% budget range.

Discount Rate
   10.0x
   12.0x
   14.0x
   16.0x
   18.0x
11.0%   $ 9.00   $ 10.68   $ 12.36   $ 14.04   $ 15.72
12.0%     8.75     10.38     12.02     13.65     15.28
13.0%     8.51     10.09     11.68     13.26     14.85
14.0%     8.28     9.82     11.36     12.90     14.44
15.0%     8.05     9.55     11.04     12.54     14.04
16.0%     7.83     9.29     10.74     12.20     13.66
17.0%     7.62     9.04     10.45     11.87     13.29
Budget Variance
   10.0x
   13.0x
   16.0x
   19.0x
   22.0x
-25.0%   $ 6.53   $ 8.31   $ 10.09   $ 11.87   $ 13.66
-20.0%     6.92     8.82     10.73     12.63     14.53
-15.0%     7.32     9.34     11.36     13.38     15.40
-10.0%     7.72     9.85     11.99     14.13     16.27
-5.0%     8.11     10.37     12.63     14.88     17.14
0.0%     8.51     10.88     13.26     15.64     18.01
5.0%     8.90     11.40     13.89     16.39     18.88
10.0%     9.30     11.91     14.53     17.14     19.76
15.0%     9.70     12.43     15.16     17.89     20.63
20.0%     10.09     12.94     15.80     18.65     21.50
25.0%     10.49     13.46     16.43     19.40     22.37

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Discount Rate
   100%
   125%
   150%
   175%
   200%
11.0%   $ 8.09   $ 9.96   $ 11.83   $ 13.70   $ 15.57
12.0%     7.86     9.68     11.50     13.31     15.13
13.0%     7.65     9.41     11.18     12.94     14.71
14.0%     7.44     9.15     10.87     12.58     14.30
15.0%     7.24     8.90     10.57     12.24     13.90
16.0%     7.04     8.66     10.28     11.90     13.52
17.0%     6.85     8.43     10.01     11.58     13.16

        Pro Forma Merger Analysis.    Sandler O'Neill analyzed certain potential pro forma effects of the merger, assuming the following: (1) the merger closes on June 30, 2008; (2) 100.0% of Fidelity shares are exchanged for Eagle common stock at a fixed exchange ratio of 0.9202x; (3) options of Fidelity's stock will be converted into options for Eagle's stock; (4) Fidelity performs in accordance with an internal budget provided by Fidelity for the years ending December 31, 2007 and 2008 as provided by senior management of Fidelity, and as adjusted by senior management of Eagle, and management guidance, based on discussions with the senior management of Eagle and Fidelity on an assumed asset growth rate of 15% for the years ending December 31, 2009 and 2010; (5) an internal budget for Eagle for the years ending December 31, 2007 and 2008 prepared by and reviewed with management of Eagle and management guidance on an assumed asset growth rate for the years ending December 31, 2009 and 2010; (6) purchase accounting adjustments, charges and transaction costs associated with the merger and cost savings determined by the senior management of Eagle and; (7) issuance of $10 million of Trust Preferred Securities to finance a portion of the transaction.

        For each of the years 2008 and 2009, Sandler O'Neill compared the EPS of Eagle common stock to the EPS, on a GAAP basis, of the combined company common stock using the foregoing assumptions.

        The analyses indicated that the merger would be dilutive to Eagle's projected 2008 EPS, and accretive to Eagle's projected 2009 EPS. The actual results achieved by the combined company may vary from projected results and the variations may be material.

        Miscellaneous.    Eagle has agreed to pay Sandler O'Neill a fairness opinion fee of $100,000, all of which has been paid. Eagle has also agreed to pay Sandler O'Neill a transaction fee of 0.50% of the aggregate purchase price (subject to a minimum fee of $250,000), which will be due and payable upon the closing of the merger and against which the fairness opinion fee will be credited. Eagle has also agreed to reimburse certain of Sandler O'Neill reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Sandler O'Neill and its affiliates and their respective partners, directors, officers, employees, agents, and controlling persons against certain expenses and liabilities, including liabilities under the securities laws. Sandler O'Neill has not received any compensation from Eagle in the past three years.

        In the ordinary course of their respective broker and dealer businesses, Sandler O'Neill may purchase securities from and sell securities to Eagle and Fidelity and their affiliates. Sandler O'Neill may also actively trade the debt and/or equity securities of Eagle or their affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities.

Conditions to the Merger

        Mutual Conditions.    The obligations of each of Eagle and Fidelity to consummate the merger are subject to the fulfillment or waiver at or prior to the effective time of various conditions, including:

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        Additional Conditions to the Obligation of Fidelity to Close.    The obligation of Fidelity and F&T Bank to consummate the merger is subject to the fulfillment or waiver at or prior to the effective time of the merger of additional conditions, including:

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        Additional Conditions to the Obligation of Eagle to Close.    The obligations of Eagle and Woodmont to consummate the merger are subject to the fulfillment or waiver at or prior to the effective time of the merger of additional conditions, including:

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Representations and Warranties

        The representations and warranties of the parties contained in the merger agreement have been made solely for the benefit of the other party to the merger agreement, and are not intended to, and do not, modify the statements and information about Eagle contained in its periodic reports on Forms 10-K, 10-Q and 8-K, or the information contained in other documents filed by Eagle with the SEC or by Eagle, Fidelity and their subsidiaries with the banking regulators, or otherwise. Representations and warranties in agreements such as the merger agreement are not intended as statements of fact, but rather are negotiated provisions which allocate risks related to the subject matter of the statements between the parties to the agreement. Additionally, the representations and warranties are modified in the merger agreement by materiality standards and conditions, and clarifications, exclusions and exceptions set forth on schedules and exhibits which are not included as part of this joint proxy statement/prospectus. Such representations and warranties have not been modified to reflect any changes which may have occurred since the date of the merger agreement. As such, readers should not place reliance on the representations and warranties as accurate statements of the current condition of any party to the agreement, their respective subsidiaries, operations, assets or liabilities.

        The merger agreement contains a number of representations and warranties made by the parties as to, among other things: corporate existence, good standing and qualification to conduct business; due and valid authorization, execution and delivery of the merger agreement; capitalization; governmental authorization; the absence of any conflict of the merger agreement and the merger with organizational documents and the absence of any violation of material agreements, laws or regulations as a result of the consummation of the merger; the absence of undisclosed material liabilities; financial statements; the absence of material misstatements or omissions from information provided for inclusion in this joint proxy statement/prospectus; the absence of material adverse changes since October 31, 2007; compliance with laws and court orders; loan portfolio, reserves and other loan matters and litigation and tax matters.

        Certain of the representations and warranties are qualified as to "materiality," "material adverse effect" or "material adverse change." For purposes of the merger agreement, the following factors will not be considered in determining whether a material adverse effect or change has occurred:

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        The assertion of any claim or claims against Fidelity or any Fidelity subsidiary related to any issue arising out of the operations of F&T Mortgage, that individually or in the aggregate is material in nature or material in amount, but for which a reserve cannot be agreed upon by the parties or cannot be determined by a third party law firm within 45 days, will be deemed to have had a material adverse effect on, and caused a material adverse change to, Fidelity, resulting in Eagle's right to terminate the agreement.

        The representations and warranties in the merger agreement do not survive after the effective time of the merger or the termination of the merger agreement.

Conduct of Business Pending the Effective Time

        Negative Covenants of Fidelity.    Pending effectiveness of the merger, and except as consented to by Eagle, Fidelity is required to conduct its business in the ordinary course, consistent with past practice and applicable legal and regulatory requirements. Additionally, Fidelity has agreed not to take certain actions without the prior consent of Eagle, including, but not limited to:

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        Nonsolicitation of Acquisition Proposals.    Fidelity has also agreed that it will not solicit, encourage, or authorize any person, including but not limited to directors, officers, shareholders, or employees, to solicit from, or communicate with, any third party, or facilitate inquiries or the making of proposals relating to any Acquisition Proposal (as defined below), or except as specifically permitted, provide any third party with information or assistance or negotiate or conduct any discussions with any third party to facilitate inquiries or to obtain an Acquisition Proposal, or continue any such activities in progress as of the date of the merger agreement.

        Notwithstanding the above restrictions on solicitation, if Fidelity receives, prior to the effective time of the merger, an Unsolicited Acquisition Proposal (as defined below) which, in the good faith determination of the Fidelity board of directors, the fiduciary duty of the directors under Maryland law requires that the board of directors consider, negotiate, communicate, or provide information with respect to (collectively "communications"), because the Unsolicited Acquisition Proposal is more favorable from a financial point of view to the shareholders of Fidelity than the merger, which determination is made after receiving the advice of counsel regarding the requirements of the fiduciary duty of the directors under Maryland law, and the advice of Fidelity's financial advisor as to whether the Unsolicited Acquisition Proposal is more favorable from a financial point of view to its shareholders than the merger, then Fidelity will be entitled to engage in such communications.

        An "Acquisition Proposal" is any offer or proposal, other than the merger of Fidelity into Woodmont or the merger of F&T Bank into EagleBank, received by Fidelity or any Fidelity subsidiary from any person or entity other than Eagle, Woodmont or an affiliate of Eagle (including deemed receipt as a result of the public announcement of such proposal by the proponent) regarding: (1) any merger, consolidation, reorganization, business combination, share purchase or exchange, purchase and assumption or similar transaction involving Fidelity or F&T Bank; or (2) any sale, lease, transfer, pledge, encumbrance or other disposition, directly or indirectly, of all, or any substantial portion of, the assets of Fidelity or F&T Bank. An "Unsolicited Acquisition Proposal" is an Acquisition Proposal received by Fidelity or F&T Bank without a violation of the nonsolicitation covenant described above, including where it is received from a party contacted prior to the date of the merger agreement, but without any contact subsequent to the date of the merger agreement.

        Other Covenants by Fidelity.    In addition to the covenants set forth above, Fidelity and F&T Bank have agreed that, except as otherwise consented to by Eagle in writing, they will, and will cause other Fidelity subsidiaries to among other things:

65

        Fidelity has also agreed to use its best efforts in good faith: (i) to settle, or have dismissed by final nonappealable order ("resolve"), certain identified material litigations, and to sell identified loans held for sale. In the event that Fidelity is unable to resolve any litigation, Eagle and Fidelity will jointly review the status of such litigation and the reserves maintained with respect for potential liability and litigation and settlement costs, and agree upon the amount, if any, of any increase to such reserves within fifteen business days. If Eagle and Fidelity cannot jointly determine such amount within fifteen business days, then the amount of such reserves shall be determined by an independent law firm which is experienced in the conduct of litigation of the type, scope and complexity of the applicable litigation. The determination of the third party law firm will be binding on the parties. In the event that any loan has not been sold prior to closing, Eagle and Fidelity will jointly review the related allowance for loan losses, market adjustment or other reserves maintained by Fidelity for such loans and agree upon the amount, of any increase within fifteen business days. If Eagle and Fidelity cannot jointly determine such amount within fifteen business days, then the amount of such reserves will be determined by an independent investment banking, loan valuation, banking or financial advisory firm experienced in the valuation of such loans. The determination of the third party investment firm will be binding on the parties. Any increase in reserves for unresolved litigation or with respect to unsold loans may result in a reduction to the conversion ratio. See "The Merger—Merger Consideration—Potential Reduction of the Conversion Ratio" at page 30. Increases in the litigation reserve by $7.5 million or more, or the inability of the third party law firm to determine the reserve, could result in termination of the merger and the merger agreement. See "Termination and Termination Payments" at page 67.

        Eagle Covenants.    Pending effectiveness of the merger, Eagle and Woodmont are each required to use its best efforts to:

        Eagle and Woodmont have agreed that they will not, without the prior written consent of Fidelity, knowingly take any action which would:

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        Eagle and Woodmont have agreed that pending the effective time:

        Eagle has agreed that it will not, without the prior written consent of Fidelity:


        Eagle has also agreed that except for the purchase of loans and/or securities in the ordinary course of business consistent with its past practice, it will not acquire (other than by foreclosures or acquisitions in a fiduciary capacity or in satisfaction of debts previously contracted in good faith and, in each case, in the ordinary and usual course of business consistent with past practice) all or any portion of the assets, business or properties of any other entity.

        The merger agreement provides that as promptly as practicable after the date of the merger agreement and Fidelity furnishing any information regarding Fidelity required to be included, Eagle will file the registration statement with the SEC and applications or notices with the Federal Reserve Board, the Maryland Commissioner of Financial Regulation, and any other appropriate state or federal regulatory agency for approval of the merger of Fidelity with and into Woodmont, the merger of F&T Bank with and into EagleBank, and the transactions contemplated by the merger agreement. As of the date of this joint proxy statement/prospectus, applications have been filed with the Federal Reserve and the Maryland Commissioner of Financial Regulation, and appropriate notices have been filed with the Virginia State Corporation Commission and the District of Columbia Department of Banking, but approvals have not yet been received.

Termination and Termination Payments

        Termination Events.    The merger agreement may be terminated, and the merger abandoned, at any time prior to the effectiveness of the merger, even after shareholder approvals have been obtained at the Fidelity and Eagle special meetings, in the following circumstances:

67

68

        Eagle currently has the right to terminate the merger, including under the termination right described in subparagraph (iv) above. Eagle does not currently intend to terminate the merger, as it believes that the merger is still in the best interests of Eagle and its shareholders, although it has not waived any of its rights of termination.

        Effect of Termination; Termination Payments.    In the event of termination of the merger agreement by either Eagle, Woodmont, Fidelity or F&T Bank, then the merger agreement becomes void and there will be no liability on the part of either Eagle, Woodmont, Fidelity or F&T Bank or their respective officers or directors, except that:

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        Fidelity and F&T Bank have agreed that they will cause the acquiror in respect of any Acquisition Proposal to expressly assume the obligation of Fidelity and F&T Bank to make such termination payment to Eagle, to the extent such payment has not been previously been made. The obligations of Fidelity and F&T Bank to make the termination payments and to cause the assumption of such obligation will survive the termination of the merger agreement and is binding upon Fidelity and F&T Bank and any successor or assign of Fidelity or F&T Bank.

        Eagle and Fidelity have agreed that if the merger is not consummated as a result of the refusal, without cause of the other party to consummate the merger, the other party is entitled, in addition to the rights provided by under the merger agreement and its other remedies at law, to specific performance of the merger agreement, except where Eagle receives the termination payments described above. Eagle and Woodmont are entitled to receive only one termination payment.

Amendment and Waiver

        Any of the terms and conditions of the merger agreement may be amended by the parties in writing, at any time before or after approval of the merger agreement by the Fidelity shareholders, except that no amendment after approval by the shareholders of Fidelity may reduce the value or change the form of consideration to be received by shareholders of Fidelity as contemplated by the merger agreement, unless such amendment is subject to the approval of Fidelity's shareholders and such approval is obtained. The parties, by action in writing, taken or authorized by their respective boards of directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained in the merger agreement, at any time.

Restrictions on Resale of Eagle Common Stock by Controlling Persons of Fidelity

        Shares of Eagle common stock to be issued to Fidelity shareholders in the merger have been registered under the Securities Act of 1933 (the "Securities Act") and may be traded freely and without restriction by those holders not deemed to be affiliates of Fidelity. Any subsequent transfer of shares, however, by any person who is an affiliate of Fidelity at the time the merger is submitted for a vote of Fidelity shareholders will, under existing law, require either:


        An "affiliate" of Fidelity is a person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Fidelity. These restrictions generally are expected to apply to the directors and executive officers of Fidelity and the holders of 10% or more of Fidelity common stock, if any. The same restrictions apply to certain relatives or the spouse of those persons and any trusts, estates, corporations or other entities in which those persons have a 10% or greater

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beneficial or equity interest. Eagle will issue stop transfer instructions to its transfer agent with respect to the shares of Eagle common stock to be received by persons subject to these restrictions, and the certificates for their shares will be appropriately legended.

        If any person who is an affiliate of Fidelity becomes an affiliate of Eagle, such person may only transfer shares in a manner permitted by Rule 144 promulgated under the Securities Act.

        The directors and executive officers of Fidelity and F&T Bank have executed written agreements under which they have agreed to the forgoing restrictions; and Fidelity has agreed to cause any person who becomes an affiliate of Fidelity after the date of the merger agreement to provide a similar letter to Eagle.

Dissenters' Rights

        Under Sections 3-201 through 3-213 of the MGCL, Fidelity shareholders have the right to object to the merger and to demand and receive "fair value" of their Fidelity common stock, determined as of the date of the meeting at which the merger is approved, without reference to any appreciation or depreciation in value resulting from the merger or its proposal. These rights are also known as dissenters' rights.

        Holders of Eagle common stock do not have the right to exercise dissenters' rights in connection with the merger or the issuance of shares in connection with the merger.

        Sections 3-201 through 3-213 of the MGCL, which set forth the procedures a shareholder requesting payment for his or her shares must follow, is reprinted in its entirety as Appendix D to this joint proxy statement/prospectus. The following discussion is not a complete statement of the law relating to dissenters' rights under Sections 3-201 through 3-213 of the MGCL. This discussion and Appendix D should be reviewed carefully by any Fidelity shareholder who wishes to exercise dissenters' rights or who wishes to preserve the right to do so, as failure to strictly comply with the procedures set forth in Sections 3-201 through 3-213 of the MGCL will result in the loss of dissenters' rights.

        General requirements.    Sections 3-201 through 3-213 of the MGCL generally require the following:


        Eagle Written Notice.    Under Section 3-207 of the MGCL, Eagle, as the successor to Fidelity, will promptly notify each objecting shareholder in writing of the date the articles of merger were accepted for record by the Maryland Department of Assessments and Taxation. Eagle may also send a written offer to

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pay the objecting holders of Fidelity common stock what it considers to be the fair value of the stock. If Eagle chooses to do this, it will provide each objecting shareholder of Fidelity with: (i) a balance sheet as of a date not more than 6 months before the date of the offer; (ii) a profit and loss statement for the 12 months ending on the date of that balance sheet; and (iii) any other information Eagle considers important.

        Written Demand for Payment.    Within 20 days after acceptance of the articles of merger by the Maryland Department of Assessments and Taxation, you must make a written demand on Eagle for payment of your stock that states the number and class of shares for which payment is demanded. A demand for payment of the fair value must be executed by or on behalf of the holder of record, fully and correctly, as the holder's name appears on the holder's stock certificates. Therefore, if your Fidelity common stock is owned of record in a fiduciary capacity, such as by a broker, trustee, guardian or custodian, execution of the demand should be made in that capacity. All written demands for payment of the fair value of Fidelity common stock should be delivered or addressed to Eagle Bancorp, Inc., 7815 Woodmont Avenue, Bethesda, Maryland 20814, Attention: Ronald D. Paul.

        Petition for Appraisal.    Within 50 days after the date the articles of merger are accepted by the Maryland State Department of Assessments and Taxation, Eagle or any holder of Fidelity common stock who has complied with the statutory requirements summarized above may file a petition with a court of equity in Montgomery County, Maryland demanding a determination of the fair value of Fidelity common stock (an "appraisal"). Eagle is not obligated to, and has no present intention to, file a petition with respect to an appraisal of the fair value of Fidelity common stock. Accordingly, it is the obligation of objecting holders of Fidelity common stock to initiate all necessary action to perfect their dissenters' rights within the time period prescribed by Section 3-208 of the MGCL.

        If a petition for an appraisal is timely filed, after a hearing on the petition, the court will determine the holders of Fidelity common stock that are entitled to dissenters' rights and will appoint three disinterested appraisers to determine the fair value of the Fidelity common stock on terms and conditions the court considers proper. Within 60 days after appointment (or such longer period as the court may direct), the appraisers will file with the court and mail to each party to the proceeding their report stating their conclusion as to the fair value of the stock. Within 15 days after the filing of this report, any party may object to such report and request a hearing. The court shall, upon motion of any party, enter an order either confirming, modifying, or rejecting such report and, if confirmed or modified, enter judgment directing the time within which payment shall be made. If the appraisers' report is rejected, the court may determine the fair value of the stock of the objecting shareholders or may remit the proceeding to the same or other appraisers. Any judgment entered pursuant to a court proceeding shall include interest from the date of the Fidelity shareholders' vote on the merger. Costs of the proceeding shall be determined by the court and may be assessed against Eagle or, under certain circumstances, the objecting shareholder(s), or both. The court's judgment is final and conclusive on all parties and has the same force and effect as other decrees in equity.

        Fair Value.    You should be aware that the fair value of your Fidelity common stock as determined under Section 3-202 of the MGCL could be more than, the same as or less than the value of the Eagle stock you would receive in the merger if you did not seek appraisal of your Fidelity common stock. You should further be aware that, if you have duly demanded the payment of the fair value of your Fidelity common stock in compliance with Section 3-203 of the MGCL, you will not, after making such demand, be entitled to vote the Fidelity common stock subject to the demand for any purpose or be entitled to, with respect to such shares of stock, the payment of dividends or other distributions payable to holders of record on a record date occurring after the close of business on the date the shareholders approved the merger and the merger agreement. Fair value may not include any appreciation or depreciation which directly or indirectly results from the transaction objected to or from its proposal.

        If you fail to comply strictly with these procedures you will lose your dissenters' rights. Consequently, if you wish to exercise your dissenters' rights, we strongly urge you to consult a legal advisor before attempting to exercise your dissenters' rights.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma combined financial information and explanatory notes present how the combined financial statements of Eagle and Fidelity may have appeared had the businesses actually been combined as of the dates indicated. We provide an unaudited pro forma combined balance sheet at March 31, 2008, based upon both the initial conversion ratio of 0.9202, and the preliminary, partial, estimated adjusted conversion ratio as of March 31, 2008 of 0.6867. The actual conversion ratio may be higher or lower than 0.6867, but not in excess of 0.9202 shares of Eagle common stock for each share of Fidelity common stock. We also provide unaudited pro forma income statements for the year ended December 31, 2007 and the three months ended March 31, 2008 based on both the initial conversion ratio and the estimated conversion ratio as of March 31, 2008. The unaudited pro forma combined income statement for the year ended December 31, 2007 gives effect to the merger as if the merger had been completed on January 1, 2007, and the unaudited pro forma combined income statement for the three months ended March 31, 2008 gives effect to the merger as if the merger had been completed on January 1, 2008.

        The unaudited pro forma combined financial information shows the impact of the merger on the combined financial position and results of operations of Eagle and Fidelity under the purchase method of accounting with Eagle treated as the acquiror. Under this method of accounting, Eagle will record the assets and liabilities of Fidelity at their estimated fair values as of the date the merger is completed.

        The unaudited pro forma combined financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of both Eagle and Fidelity that are included or incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information" at page 145.

        The unaudited pro forma combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the periods presented and had the impact of possible revenue enhancements and expense efficiencies, among other factors, been considered. In addition, as explained in more detail in the accompanying notes to unaudited pro forma combined financial information, the allocation of the purchase price reflected in the unaudited pro forma combined financial information is subject to adjustment and will vary from the actual purchase price allocation that will be recorded upon completion of the merger based upon changes in the balance sheet including fair value estimates.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
For the Three Months Ended March 31, 2008
(Assuming a conversion ratio of 0.6867)
(dollars in thousands)

 
   Eagle
   Fidelity
   Pro Forma
Adjustments
    
   Pro Forma
Combined
  
ASSETS                              
Cash and due from banks   $ 18,117   $ 11,891   $ (2,436 ) Note 3   $ 27,572  
Federal funds sold     16,013     6,572     —         22,585  
Interest bearing deposits with banks and other short-term investments     2,230     —     —         2,230  
Investment securities available for sale, at fair value     82,932     85,770     —         168,702  
Loans held for sale     1,945     10,153     —         12,098  
Loans     759,547     336,874     (7,383 ) Notes 3, 4     1,089,038  
Less allowance for credit losses     (8,733 )   (3,470 )   —         (12,203 )
   
 
 
     
 
Loans, net     750,814     333,404     (7,383 )       1,076,835  
Premises and equipment, net     6,445     3,699     —         10,144  
Deferred income taxes     3,218     963     691   Note 3     4,872  
Core deposit intangibles, net     —     —     790   Notes 1, 3     790  
Goodwill     —     —     7,830   Notes 1, 3     7,830  
Other assets     17,753     6,756     —         24,509  
   
 
 
     
 
    TOTAL ASSETS   $ 899,467   $ 459,208   $ (508 )     $ 1,358,167  
   
 
 
     
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES                              
Deposits:                              
  Noninterest bearing demand   $ 143,508   $ 59,246   $ —       $ 202,754  
  Interest bearing transaction     47,822     4,589     —         52,411  
  Savings and money market     193,348     94,454     —         287,802  
  Time, $100,000 or more     177,003     137,065     2,166   Note 3     316,234  
  Other time     124,059     73,626     1,163   Note 3     198,848  
   
 
 
     
 
    Total deposits     685,740     368,980     3,329   Note 3     1,058,049  
Customer repurchase agreements and federal funds purchased     61,727     53,439     —         115,166  
Other short-term borrowings     22,000     9,000     (9,000 ) Note 4     22,000  
Long-term borrowings     40,000     —     —         40,000  
Other liabilities     6,463     2,764     —   Note 3     9,227  
   
 
 
     
 
    Total liabilities     815,930     434,183     (5,671 )       1,244,442  

STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, $.01 par value; shares authorized 20,000,000, shares issued and outstanding 9,790,252 issued and outstanding pro forma combined 12,679,210 (Note 2)     98     —     29   Note 2     127  
Common stock, $.01 par value; shares authorized 20,000,000, shares issued and outstanding 4,207,016     —     42     (42 ) Note 2     —  
Additional paid in capital     52,878     37,726     (7,567 )       83,037  
Retained earnings (deficit)     29,258     (13,592 )   13,592         29,258  
Accumulated other comprehensive income     1,303     849     (849 )       1,303  
   
 
 
     
 
    Total stockholders' equity     83,537     25,025     5,163         113,725  
   
 
 
     
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 899,467   $ 459,208   $ (508 )     $ 1,358,167  
   
 
 
     
 

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UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
For the Three Months Ended March 31,2008

(Assuming a conversion ratio of 0.6867)
(dollars in thousands)

 
   Eagle
   Fidelity
   Pro Forma
Adjustments
    
   Pro Forma
Combined
  
Interest Income                              
  Interest and fees on loans   $ 12,880   $ 5,980   $ (970 ) Note 3   $ 17,890  
  Taxable interest and dividends on investment securities     1,095     1,133               2,228  
  Interest on balances with other banks and short term investments     —     —               —  
  Interest on federal funds sold     39     111               150  
   
 
 
     
 
    Total interest income     14,014     7,224     (970 )       20,268  
   
 
 
     
 
Interest Expense                              
  Interest on deposits     4,428     3,407     (1,110 ) Note 3     6,725  
  Interest on customer repurchase agreements and federal funds purchased     394     248               642  
  Interest on other short-term borrowings     190     68               258  
  Interest on long-term borrowings     402     —               402  
   
 
 
     
 
    Total interest expense     5,414     3,723     (1,110 )       8,027  
   
 
 
     
 
Net Interest Income     8,600     3,501     140         12,241  
Provision for Credit Losses     720     311               1,031  
   
 
 
     
 
Net Interest Income After Provision For Credit Losses     7,880     3,190     140         11,210  
   
 
 
     
 
Noninterest Income                              
  Service charges on deposits     429     71               500  
  Gain on sale of loans     127     —               127  
  Gain (loss) on sale of investment securities     10     —               10  
  Gain on increase in surrender value of bank owned life insurance     116     —               116  
  Other income     258     109               367  
   
 
 
     
 
    Total noninterest income     940     180               1,120  
   
 
 
     
 
Noninterest Expense                              
  Salaries and employee benefits     3,640     1,765               5,405  
  Premises and equipment expenses     1,080     781               1,861  
  Advertising     81     25               106  
  Legal, accounting and professional fees     170     439               609  
  Other expenses     1,237     649               1,886  
  Amortization of intangible     —     —     28   Note 3     28  
   
 
 
     
 
    Total noninterest expense     6,208     3,659     28         9,895  
   
 
 
     
 
Income (Loss) From Continuing Operations Before Income Tax Expense     2,612     (289 )   112         2,435  
Income Tax Expense (Benefit)     961     (114 )   56   Note 3     903  
   
 
 
     
 
Income (Loss) From Continuing Operations     1,651     (175 )   56         1,532  
Loss From Discontinued Operations     —     (610 )             (610 )
Income Tax Benefit     —     —               —  
   
 
 
     
 
Net Income (Loss)   $ 1,651   $ (785 ) $ 56       $ 922  
   
 
 
     
 
Earnings Per Share                              
  Basic   $ 0.17   $ (0.19 )           $ 0.07  
  Diluted   $ 0.17   $ (0.19 )           $ 0.07  
Dividends Declared Per Share   $ 0.06   $ —             $ 0.05  
Weighted Average Shares Outstanding—Basic     9,781,237     4,206,017     (1,317,059 )       12,670,195  
Weighted Average Shares Outstanding—Diluted     9,933,993     4,206,017     (1,317,059 )       12,822,951  

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UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
For the Year Ended December 31, 2007
(Assuming a conversion ratio of 0.6867)
(dollars in thousands)

 
   Eagle
   Fidelity
   Pro Forma
Adjustments
    
   Pro Forma
Combined
  
Interest Income                              
  Interest and fees on loans   $ 51,931   $ 25,248   $ (1,533 ) Note 3   $ 75,646  
  Taxable interest and dividends on investment securities     4,177     4,622               8,799  
  Interest on balances with other banks and short term investments     293     —               293  
  Interest on federal funds sold     676     753               1,429  
   
 
 
     
 
    Total interest income     57,077     30,623     (1,533 )       86,167  
   
 
 
     
 
Interest Expense                              
  Interest on deposits     19,810     13,299     (3,285 ) Note 3     29,824  
  Interest on customer repurchase agreements and federal funds purchased     1,887     1,710               3,597  
  Interest on other short-term borrowings     611     20               631  
  Interest on long-term borrowings     1,421     —               1,421  
   
 
 
     
 
    Total interest expense     23,729     15,029     (3,285 )       35,473  
   
 
 
     
 
Net Interest Income     33,348     15,594     1,752         50,694  
Provision for Credit Losses     1,643     1,861               3,504  
   
 
 
     
 
Net Interest Income After Provision For Credit Losses     31,705     13,733     1,752         47,190  
   
 
 
     
 
Noninterest Income                              
  Service charges on deposits     1,491     231               1,722  
  Gain on sale of loans     1,036     —               1,036  
  Gain (loss) on sale of investment securities     6     —               6  
  Gain on increase in surrender value of bank owned life insurance     455     —               455  
  Income from subordinated financing     1,252     —               1,252  
  Other income     946     334               1,280  
   
 
 
     
 
    Total noninterest income     5,186     565               5,751  
   
 
 
     
 
Noninterest Expense                              
  Salaries and employee benefits     14,167     6,851               21,018  
  Premises and equipment expenses     4,829     2,666               7,495  
  Advertising     465     175               640  
  Outside data processing     793     504               1,297  
  Legal, accounting and professional fees     611     1,440               2,051  
  Other expenses     4,056     1,201               5,257  
  Amortization of intangible     —     —     113   Note 3     113  
   
 
 
     
 
    Total noninterest expense     24,921     12,837     113         37,871  
   
 
 
     
 
Income From Continuing Operations Before Income Tax Expense     11,970     1,461     1,639         15,070  
Income Tax Expense     4,269     541     707   Note 3     5,517  
   
 
 
     
 
Income From Continuing Operations     7,701     920     932         9,553  
Loss From Discontinued Operations     —     (15,855 )             (15,855 )
Income Tax Benefit     —     (1,557 )             (1,557 )
   
 
 
     
 
Net Income (Loss)   $ 7,701   $ (13,378 ) $ 932       $ (4,745 )
   
 
 
     
 
Earnings Per Share                              
  Basic   $ 0.80   $ (3.18 )           $ (0.38 )
  Diluted   $ 0.78   $ (3.16 )           $ (0.37 )
Dividends Declared Per Share   $ 0.24   $ —             $ 0.18  
Weighted Average Shares Outstanding—Basic     9,574,000     4,206,000     (1,317,042 )       12,462,958  
Weighted Average Shares Outstanding—Diluted     9,864,000     4,231,000     (1,342,042 )       12,752,958  

76


UNAUDITED PRO FORMA COMBINED BALANCE SHEET
For the Three Months Ended March 31, 2008
(Assuming a conversion ratio of 0.9202)
(dollars in thousands)

 
   Eagle
   Fidelity
   Pro Forma
Adjustments
    
   Pro Forma
Combined
  
ASSETS                              
Cash and due from banks   $ 18,117   $ 11,891   $ (2,436 ) Note 3   $ 27,572  
Federal funds sold     16,013     6,572     —         22,585  
Interest bearing deposits with banks and other short-term investments     2,230     —     —         2,230  
Investment securities available for sale, at fair value     82,932     85,770     —         168,702  
Loans held for sale     1,945     10,153     —         12,098  
Loans     759,547     336,874     (7,383 ) Notes 3, 4     1,089,038  
Less allowance for credit losses     (8,733 )   (3,470 )   —         (12,203 )
   
 
 
     
 
Loans, net     750,814     333,404     (7,383 )       1,076,835  
Premises and equipment, net     6,445     3,699     —         10,144  
Deferred income taxes     3,218     963     691   Note 3     4,872  
Core deposit intangibles, net (Note 3)     —     —     789   Notes 1, 3     789  
Goodwill (Note 3)     —     —     18,096   Notes 1, 3     18,096  
Other assets     17,753     6,756     —         24,509  
   
 
 
     
 
    TOTAL ASSETS   $ 899,467   $ 459,208   $ 9,757       $ 1,368,432  
   
 
 
     
 

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES                              
Deposits:                              
  Noninterest bearing demand   $ 143,508   $ 59,246             $ 202,754  
  Interest bearing transaction     47,822     4,589               52,411  
  Savings and money market     193,348     94,454               287,802  
  Time, $100,000 or more     177,003     137,065     2,166   Note 3     316,284  
  Other time     124,059     73,626     1,163   Note 3     198,848  
   
 
 
     
 
    Total deposits     685,740     368,980     3,329   Note 3     1,058,049  
Customer repurchase agreements and federal funds purchased     61,727     53,439               115,166  
Other short-term borrowings     22,000     9,000     (9,000 ) Note 4     22,000  
Long-term borrowings     40,000     —               40,000  
Other liabilities     6,463     2,764     —   Note 3     9,227  
   
 
 
     
 
    Total liabilities     815,930     434,183     (5,671 )       1,244,442  

SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, $.01 par value; shares authorized 20,000,000, shares issued and outstanding 9,790,252, issued and outstanding pro forma combined 13,661,548 (Note 2)     98     —     39   Note 2     137  
Common stock, $.01 par value; shares authorized 20,000,000, shares issued and outstanding 4,207,016 (Note 2)     —     42     (42 ) Note 2     —  
Additional paid in capital     52,878     37,726     2,688         93,292  
Retained earnings (deficit)     29,258     (13,592 )   13,592         29,258  
Accumulated other comprehensive income     1,303     849     (849 )       1,303  
   
 
 
     
 
    Total shareholders' equity     83,537     25,025     15,428         123,990  
   
 
 
     
 
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 899,467   $ 459,208   $ 9,757       $ 1,368,432  
   
 
 
     
 

77


UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
For the Three Months Ended March 31, 2008
(Assuming a conversion ratio of 0.9202)
(dollars in thousands)

 
   Eagle
   Fidelity
   Pro Forma
Adjustments
    
   Pro Forma
Combined
  
Interest Income                              
  Interest and fees on loans   $ 12,880   $ 5,980   $ (970 ) Note 3   $ 17,890  
  Taxable interest and dividends on investment securities     1,095     1,133               2,228  
  Interest on balances with other banks and short term investments     —     —               —  
  Interest on federal funds sold     39     111               150  
   
 
 
     
 
    Total interest income     14,014     7,224     (970 )       20,268  
   
 
 
     
 
Interest Expense                              
  Interest on deposits     4,428     3,407     (1,110 ) Note 3     6,725  
  Interest on customer repurchase agreements and federal funds purchased     394     248               642  
  Interest on other short-term borrowings     190     68               258  
  Interest on long-term borrowings     402     —               402  
   
 
 
     
 
    Total interest expense     5,414     3,723     (1,110 )       8,027  
   
 
 
     
 
Net Interest Income     8,600     3,501     140         12,240  
Provision for Credit Losses     720     311               1,031