Chestertown, MD.

By Emily Mitchell and Rebecca Winters

Donald and Dianne Cantor, both 54, took a six-month respite from their busy lives in Los Angeles six years ago to search for a new place with a gentler pace where they could retire. They bought a boat in Fort Lauderdale, Fla., and cruised up the Intracoastal Waterway, rejecting Jekyll Island, Ga., and some North Carolina towns and eventually settling on Chestertown, Md.

"We knew instantly that it was what we were looking for," recalls Donald. "It had a quality of life, peaceful yet vital."

Chestertown, founded in 1706, was once an important colonial port on Maryland's Eastern Shore. Now a community of 4,000, it is home to more than 100 restored 18th century houses and buildings and has been named one of the Top Ten historic towns in the U.S. by the National Trust for Historic Preservation.

Residents enjoy 30 area marinas, miles of bike trails and the huge Eastern Neck Wildlife Refuge. Out-of-towners come to tour the historic homes and treasure hunt at craft and antique shows. Some folks bring cameras and sketchpads to chronicle the Sultana Shipbuilding Project, a community endeavor to create a two-masted 18th century schooner for educational projects. Others are enticed by the Blue Heron Cafe, an American seafood restaurant known for its to-die-for oyster fritters.

Washington College, right in Chestertown, draws many retirees to its Academy of Lifelong Learning. The program offers classes to seniors on such varied subjects as foreign policy, Shakespeare and bird-watching for a fee of $150 a year per couple.

"Every time I talk to someone on campus, I discover another aspect of Washington College that attracts seniors," says school spokesman Doug Hanks, citing fund-raising clubs, athletic fields and the student center, in addition to classrooms. "I'm sure they consider the college a big plus for their quality of life. What they may not realize is how much they improve the college's way of life."

Though it sounds as though you may never want to leave town, the nation's capital is just 75 miles away. Chestertown is free of Washington's traffic and tempo but close enough that the Cantors go often to visit the Smithsonian museums. They also travel the 70 miles to Baltimore to visit its renowned aquarium.

For many of the retirees in Chestertown, however, the draw is not just that it's an easy place to keep busy but that it's also a great place to take it easy.

--Reported by Anne Moffett

With reporting by Anne Moffett