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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.

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FORM 10-K

(Mark One)

|ý   |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.         
|--- |  | ----------------------------------------------------------------------------------------
|    |  | For the fiscal year ended December 31, 2002.                                            
|    |  | or                                                                                      
|/ / |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 0-21815

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FIRST MARINER BANCORP(Exact name of registrant as specified in its charter)

|Maryland(State of incorporation)                                          |  | 52-1834860(IRS Employer Identification Number)
|------------------------------------------------------------------------- |  | ----------------------------------------------
|3301 Boston Street, Baltimore, MD(Address of principal executive offices) |  | 21224(zip code)                               

410-342-2600(Telephone number)

Securities
registered under Section 12(b) of the Exchange Act: NONE

Securities
registered under Section 12 (g) of the Exchange Act:
COMMON STOCK, par value $0.05 per share
(Title of Class)

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Check
whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such report, and (2) has been subject to such filing requirements for the past 90 days. Yes
ý No o

Check
if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

The
aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal
quarter was approximately $48 million.

The
number of shares of common stock outstanding as of March 17, 2002 is 5,394,586 shares.

Documents
incorporated by reference:

Proxy
StatementPart III

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FIRST MARINER BANCORP

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Annual Report on Form 10-K
December 31, 2002

TABLE OF CONTENTS



|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|        |  | PART I                                                                                          
|Item 1  |  | Business                                                                                        
|Item 2  |  | Properties                                                                                      
|Item 3  |  | Legal Proceedings                                                                               
|Item 4  |  | Submission of Matters to a Vote of Security Holders                                             
|Item 4A |  | Executive Officers of the Registrant                                                            
|        |  | PART II                                                                                         
|Item 5  |  | Market for the Registrant's Common Stock and Related Stockholder Matters                        
|Item 6  |  | Selected Financial Data                                                                         
|Item 7  |  | Management's Discussion and Analysis of Financial Condition and
Results of Operations           
|Item 7A |  | Quantitative and Qualitative Disclosures About Market Risk                                      
|Item 8  |  | Financial Statements and Supplemental Data                                                      
|Item 9  |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures           
|        |  | PART III                                                                                        
|Item 10 |  | Directors and Executive Officers of the Registrant                                              
|Item 11 |  | Executive Compensation                                                                          
|Item 12 |  | Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|Item 13 |  | Certain Relationships and Related Transactions                                                  
|Item 14 |  | Controls and Procedures                                                                         
|        |  | PART IV                                                                                         
|Item 15 |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                 

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FORWARD-LOOKING STATEMENTS

Part I and Part II of this Annual Report on Form 10-K may contain forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of "forward-looking statements." Statements that are not historical in nature, including the
words "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions, are based on current expectations, estimates and projections about (among other things) the industry
and the markets in which the Company operates; they are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks
and uncertainties, including risks and uncertainties discussed in this Form 10-K, general economic, market or business conditions; changes in interest rates, deposit flow, the cost
of funds, and demand for loan products and financial services; changes in our competitive position or competitive actions by other companies; changes in the quality or composition of loan and
investment portfolios; the ability to mange growth; changes in laws or regulations or policies of federal and state regulators and agencies; and other circumstances beyond the Company's control.
Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be
realized, or if substantially realized, will have the expected consequences on the Company's business or operations. Except as required by applicable laws, we do not intend to publish updates or
revisions of any forward-looking statements we make to reflect new information, future events or otherwise. For a discussion of risks and uncertainties that could cause actual results to differ
materially from those contained in the forward looking statements, see "Risk Factors" filed as Exhibit 99.1 to this Form 10-K.

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PART I

ITEM 1    BUSINESS

General

First Mariner Bancorp (the "Company") is a financial holding company whose business is conducted primarily through its wholly-owned operating subsidiaries, First
Mariner Bank (the "Bank") and Finance Maryland LLC ("Finance Maryland"). The Bank, which was formed in 1995 through mergers of several local financial institutions, serves central Maryland, portions
of Maryland's Eastern Shore and portions of Virginia. The Bank is headquartered in Baltimore City.

First
Mariner Bank, whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"), is an independent community bank engaged in the general commercial banking business,
with particular attention and emphasis on the needs of individuals and small to mid-sized businesses. The Bank delivers a wide range of financial products and services that are offered by
many larger competitors. Products and services include traditional deposit products, a variety of consumer and commercial loans, residential and commercial mortgage and construction loans, money
transfer services, non-deposit investment products, and Internet banking and similar services. Most importantly, the Bank provides customers with access to local Bank officers who are
empowered to act with flexibility to meet customers' needs in an effort to foster and develop long-term loan and deposit relationships.

Finance
Maryland, formed in July 2002, engages in traditional consumer finance activities, making small direct cash loans to individuals, the purchase of installment loan sales
contracts from local merchants and retail dealers of consumer goods, and loans to individuals via direct mail solicitations. Finance Maryland currently operates eight branches in the State of
Maryland, and had loan receivables of $9.5 million as of December 31, 2002.

Since
the Company's formation in 1995, the business strategy has focused on development of an operational and retail distribution infrastructure to create a platform to support the
generation of assets and deposits. At its inception the Bank had 20 employees, four full service branches and two ATM's in the Baltimore region, with total assets of $35.2 million, loans of
$20.4 million, and deposits of $24.6 million. Since that time, assets have grown at an average compound annual growth rate of 45%. At December 31, 2002, the Company had 575
employees, 22 full service bank branches, 14 mortgage loan offices, 4 consumer finance offices, and approximately 208 ATMS (47 owned and 161 available to customers through third party agreements) with
total assets of $870.2 million, loans of $534.0 million and deposits of $668.1 million. Net income for the twelve month period ending December 31, 2002 was
$3.9 million.

The
Company is not dependent on any single customer or small group of customers and does not experience any material seasonal variations in its business. The Company has no foreign
operations.

The
Company's executive offices are located at 3301 Boston Street, Baltimore, Maryland 21224 and its telephone number is (410) 342-2600. The Company maintains an
internet site located at www.1stMarinerBank.com. The Company's annual report on Form 10-K and quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to these reports are available, free of charge, in the investor relations section of the Company's internet site as soon as reasonably practicable after they
are filed with the Securities and Exchange Commission.

Business Strategy

The Company's initial strategy involved building a network of banking branches, mortgage loan offices, and ATMs to capture market share and build a
community franchise for stockholders, customers and employees. Having developed this infrastructure, the focus is now on growing assets and earnings by capitalizing on the broad network of Bank
branches, mortgage offices, consumer finance offices and ATMs that were established during the infrastructure expansion phase. The Company

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believes its current strategy to grow assets and increase profitability will not require substantial expansion of the existing infrastructure.

To
continue asset growth and profitability, the Company's marketing strategy is targeted to:



Financial Services

Commercial Banking.The Bank focuses its commercial loan originations on small and mid-sized businesses
(generally up to $20.0 million in annual sales) and such loans are usually accompanied by significant related deposits. Commercial loan products include residential and commercial real estate
construction loans; working capital loans and lines of credit; demand, term and time loans; and equipment, inventory and accounts receivable financing. The Bank offers a range of cash management
services and deposit products to its commercial customers. Computerized (on-line) banking is currently available to the Bank's commercial customers.

Retail Banking.The Bank's retail banking activities emphasize consumer deposit and checking accounts. An extensive range of
these services is offered by the Bank to meet the varied needs of its customers from young persons to senior citizens. In addition to traditional products and services, the Bank offers contemporary
products and services, such as debit cards, mutual funds and annuities, and Internet banking and electronic bill payment services. Consumer loan products offered by the Bank include home equity lines
of credit, fixed rate second mortgages, new and used auto loans, new and used boat loans, overdraft protection, unsecured personal credit lines and the debit card.

Mortgage Banking.The Bank's mortgage banking business is structured to provide a source of fee income largely from the
process of originating product for sale on the secondary market, as well as the origination of loans to be held in the Bank's loan portfolio. Mortgage banking capabilities include the Federal Housing
Administration ("FHA") and the federal Veterans Administration ("VA"); conventional and nonconforming mortgage underwriting; and construction and permanent financing. The Bank intends to improve its
competitive position in this market by streamlining the mortgage underwriting process through the introduction of advanced technology.

Consumer Finance.Finance Maryland was formed in July 2002, and is currently focused on building market share by
offering competitive products and services, delivered by experienced personnel who provide responsive service. Loan sizes are generally smaller than those originated by the Bank (approximately
$2,500).

Community Reinvestment Act.The Bank has a strong commitment to its responsibilities under the federal Community Reinvestment
Act (the "CRA") and actively searches for opportunities to meet the development needs of all members of the community it serves, including persons of low to moderate

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income in a manner consistent with safe and sound banking practices. The Bank currently fulfills this commitment by participating in loan programs sponsored or guaranteed by the United States Small
Business Administration, the FHA, the VA, the federal Community Development Act, the Maryland Industrial Development Financing Authority, and the Settlement Expense Loan Program.

Lending Activities

Loan Portfolio Composition.At December 31, 2002, the Bank's loan portfolio totaled $534.0 million,
representing approximately 61.4% of its total assets of $870.2 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended
December 31, 2002 for more detailed information concerning the composition of the loan portfolio.

Commercial Loans.The Bank originates secured and unsecured loans for business purposes. Less than one percent of all
commercial loans are unsecured. Loans are made to provide working capital to businesses in the form of lines of credit, which may be secured by real estate, accounts receivable, inventory, equipment
or other assets. The financial condition and cash flow of commercial borrowers are closely monitored by the submission of corporate financial statements, personal financial statements and income tax
returns. The frequency of submissions of required financial information depends on the size and complexity of the credit and the collateral which secures the loan. It is the Bank's general policy to
obtain personal guarantees from the principals of the commercial loan borrowers.

Real Estate Development and Construction Loans.The Bank provides interim real estate acquisition development and
construction loans to builders, developers, and persons who will ultimately occupy the single family dwellings. Real estate development and construction loans that provide interim financing on the
property are generally made for 80% or less of the appraised value of the property taking into consideration private mortgage insurance. Real estate development and construction loan funds are
disbursed periodically at pre-specified stages of completion. The Bank carefully monitors these loans with on-site inspections and control of disbursements.

Loans
to individuals for the construction of their primary residences are typically secured by the property under construction, they frequently include additional collateral (such as
second mortgage on the borrower's present home), and commonly have maturities of 9 to 12 months.

Loans
to residential builders are for the construction of residential homes for which a binding sales contract exists and the prospective buyers have been pre-qualified for
permanent mortgage financing. Development loans are made only to developers with a proven track record. Generally, these loans are extended only when the borrower provides evidence that the lots under
development will be sold to builders satisfactory to the Bank.

Development
and construction loans are secured by the properties under development or construction and personal guarantees are typically obtained. Further, to assure that reliance is not
placed solely in the value of the underlying property, the Bank considers the financial condition and reputation of the borrower and any guarantors, the amount of the borrowers' equity in the project,
independent appraisals, costs estimates and pre-construction sale information.

See
"Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2002 for more detailed information concerning real
estate development and construction lending.

Residential Real Estate Mortgage Loans.The Bank's mortgage division originates adjustable and fixed-rate
residential mortgage loans. Such mortgage loans are generally originated under terms, conditions and documentation acceptable to the secondary mortgage market. The Bank will place some of these loans
into its portfolio, although the substantial majority are sold to investors.

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Commercial Real Estate Mortgage Loans.The Bank originates mortgage loans secured by commercial real estate. Such loans are
primarily secured by office buildings, retail buildings, warehouses and
general purpose business space. Although terms may vary, the Bank's commercial mortgages generally have maturities of five years or less.

The
Bank seeks to reduce the risks associated with commercial mortgage lending by generally lending in its market area and obtaining periodic financial statements and tax returns from
borrowers. It is also the Bank's general policy to obtain personal guarantees from the principals of the borrowers and assignments of all leases related to the collateral.

Consumer Loans.The Bank offers a variety of consumer loans. These loans are typically secured by residential real estate or
personal property, including automobiles and boats. Home equity loans (closed-end and lines of credit) are typically made up to 80% of the appraised value, less the amount of any existing
prior liens on the property and generally have maximum terms of 10 years, although the Bank does offer a 90% loan to value product. The interest rates on closed-end home equity
loans are generally fixed, while interest rates on home equity lines of credit are variable.

Credit Administration

The Bank's lending activities are subject to written policies approved by the Board of Directors to ensure proper management of credit risk. Loans are subject to
a well defined credit process that includes credit evaluation of borrowers, risk-rating of credits, establishment of lending limits and application of lending procedures, including the
holding of adequate collateral and the maintenance of compensating balances, as well as procedures for on-going identification and management of credit deterioration. Regular portfolio
reviews are performed to identify potential underperforming credits, estimate loss exposure, geographic and industry concentrations, and to ascertain compliance with the Bank's policies. For
significant problem loans, management review consists of evaluation of the financial strengths of the borrower and the guarantor, the related collateral and the effects of economic conditions.

The
Bank's loan approval policy provides for various levels of individual lending authority. The maximum lending authority granted by the Bank to any one individual is $500,000. The loan
committee of the Board of Directors is authorized to approve loans up to the Bank's legal lending limit, which currently approximates $10.2 million as of December 31, 2002. The Bank has
established an in-house limit of $3.0 million, which is reviewed periodically by the Board of Directors. The loan committee will approve loans in excess of the in-house
limit on an exception basis.

The
Bank generally does not make loans outside its market area unless the borrower has an established relationship with the Bank and conducts its principal business operations within the
Bank's market area. Consequently, the Bank and its borrowers are affected by the economic conditions prevailing in its market area.

Finance
Maryland's lending activities are subject to written policies approved by the Board of Directors. Loans are subject to a well-defined credit process that includes a credit
evaluation of the borrower and the adequacy of available collateral. Finance Maryland's loan policy provides various levels of individual lending authority. Finance Maryland generally does not make
loans outside the Maryland marketplace. Finance Maryland purchases installment sales contracts from dealers applying the same criteria. Dealers are subject to pre-approval due diligence and must have
a proven track record with management.

Competition

The Company and the Bank operate in a competitive environment, competing for deposits and loans with commercial banks, thrifts, finance companies and other
financial entities. Principal competitors include other community commercial banks and larger financial institutions with branches

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in the Bank's market area. Numerous mergers and consolidations involving banks in the Bank's market area have occurred recently, requiring the Bank to compete with banks with greater resources.

The
primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, convenience of office locations and office hours.
Competition for deposits comes primarily from other commercial banks, savings associations, credit unions, money market funds and other investment alternatives. The primary factors in competing for
loans are interest rates, loan origination fees, the quality and range of lending services, responsiveness, and personalized services. Competition for loans comes primarily from other commercial
banks, savings associations, mortgage banking firms, credit unions, finance companies and other financial intermediaries. Many of the financial institutions operating in the Company's market area
offer certain services such as trust and international banking, which the Company does not offer, and have greater financial resources or have substantially higher lending limits.

To
compete with other financial services providers, the Company principally relies upon local promotional activities, personal relationships established by officers, directors and
employees with its customers and specialized services tailored to meet its customers' needs. In those instances where the Company is unable to accommodate a customers' needs, it will arrange for those
services to be provided by other financial institutions with which it has a relationship.

Current
banking laws facilitate interstate branching and merger activity among banks. Since September, 1995, certain bank holding companies are authorized to acquire banks throughout the
United States. In addition, on and after June 1, 1997, certain banks are permitted to merge with banks organized under the laws of different states. These changes have resulted in an even
greater degree of competition in the banking industry and the Company and the Bank may be brought into competition with institutions with which it does not presently compete. As a result, intense
competition in the Company's market area may be expected to continue for the foreseeable future.

Supervision and Regulations

The Company and the Bank are extensively regulated under federal and state law. Generally, these laws and regulations are intended to protect depositors, not
stockholders. The following is a summary description of certain provisions of certain laws which affect the regulation of financial holding companies and banks. The discussion is qualified in its
entirety by reference to applicable laws and regulations. Changes in such laws and regulations may have a material effect on the business and prospects of the Company and the Bank.

Federal Financial Holding Company Regulation and Structure.The Company is a financial holding company within the meaning of
the Bank Holding Company Act of 1956, as amended, and as such, it is subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System. The Company is
required to file annual and quarterly reports with the Federal Reserve and to provide the Federal Reserve with such additional information as the Federal Reserve may require. The Federal Reserve may
conduct examinations of the Company and its subsidiaries.

With
certain limited exceptions, the Company is required to obtain prior approval from the Federal Reserve before acquiring direct or indirect ownership or control of more than 5% of any
voting securities or substantially all of the assets of a bank or bank holding company, or before merging or consolidating with another bank holding company. In acting on applications for such
approval, the Federal Reserve must consider various statutory factors, including among others, the effect of the proposed transaction on competition in the relevant geographical and product markets,
each party's financial condition and management resources and record of performance under the CRA. Additionally, with certain exceptions any person proposing to acquire control through direct or
indirect ownership of 25% or more of any voting securities of the Company is required to give 60 days written notice of the acquisition to the Federal Reserve, which may prohibit the
transaction, and to publish notice to the public.

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With
prior approval of the Federal Reserve, the Company may acquire more than 5% of the assets or outstanding shares of a company engaging in nonbank activities determined by the Federal
Reserve to be closely related to the business of banking or of managing or controlling banks. Under current Federal Reserve regulations, such permissible nonbank activities include mortgage banking,
equipment leasing, securities brokerage and consumer and commercial finance company operations.

Subsidiary
banks of a financial holding company are subject to certain quantitative and qualitative restrictions on extensions of credit to the financial holding company or its
subsidiaries, investments in their securities, and the use of their securities as collateral for loans to any borrower. These regulations and restrictions may limit the Company's ability to obtain
funds from the Bank for its cash needs
including funds for the payment of dividends, interest and operating expenses. Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. For example, the Bank may not generally require a customer to obtain other services from
itself or the Company, and may not require that a customer promise not to obtain other services from a competitor as a condition to and extension of credit to the customer. The Federal Reserve has
ended the anti-tying rules for financial holding companies and their non-banking subsidiaries. Such rules were retained for banks.

Under
Federal Reserve policy, a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to make capital injections into a troubled
subsidiary bank, and the Federal Reserve may charge the financial holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. A
required capital injection may be called for at a time when the holding company does not have the resources to provide it. In addition, depository institutions insured by the FDIC can be held liable
for any losses incurred by, or reasonably anticipated to be incurred by, the FDIC in connection with the default of, or assistance provided to, a commonly controlled FDIC-insured
depository institution. Accordingly, in the event that any insured subsidiary of the Company causes a loss to the FDIC, other insured subsidiaries of the Company could be required to compensate the
FDIC by reimbursing it for the estimated amount of such loss. Such cross guaranty liabilities generally are superior in priority to the obligations of the depository institution to its stockholders
due solely to their status as stockholders and obligations to other affiliates.

State Bank Holding Company Regulation.As a Maryland bank holding company, the Company is subject to various restrictions on
its activities as set forth in Maryland law, in addition to those restrictions set forth in federal law. Under Maryland law, a bank holding company that desires to acquire a bank or bank holding
company that has its principal place of business in Maryland must obtain approval from the Maryland Commissioner of Financial Regulation. Also, a bank holding company and its Maryland chartered bank
or trust company cannot directly or indirectly acquire banking or nonbanking subsidiaries or affiliates until the bank or trust company receives the approval of the Maryland Commissioner.

Federal and State Bank Regulation.The Company's banking subsidiary is a Maryland chartered trust company, with all the
powers of a commercial bank regulated and examined by the Maryland Commissioner and the FDIC. The FDIC has extensive enforcement authority over the institutions it regulates to prohibit or correct
activities which violate law, regulation or written agreement with the FDIC. Enforcement powers also regulate activities which are deemed to constitute unsafe or unsound practices. Enforcement actions
may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution,
its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on
directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions.

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In
its lending activities, the maximum legal rate of interest, fees and charges which a financial institution may charge on a particular loan depends on a variety of factors such as the
type of borrower, the purpose of the loan, the amount of the loan and the date the loan is made. Other laws tie the maximum amount which may be loaned to any one customer and the related interest to a
financial institution's capital levels. The Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, principal shareholders or any related interest of
such persons which generally require that such credit extensions be made on substantially the same terms as are available to third persons dealing with the Bank and not involve more than the normal
risk of repayment.

The
CRA requires that, in connection with the examination of financial institutions within their jurisdictions, the FDIC evaluate the record of the financial institution in meeting the
credit needs of their communities including low and moderate income neighborhoods, consistent with the safe and sound operation of those banks. These factors are also considered by all regulatory
agencies in evaluating mergers, acquisitions and applications to open a branch or facility. As of the date of its most recent examination report, the Bank has a CRA rating of "Satisfactory."

Under
the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), each federal banking agency is required to prescribe, by regulation, noncapital safety and soundness
standards for institutions under its authority. The federal banking agencies, including the FDIC, have adopted standards covering internal controls, information systems and internal audit systems,
loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution which fails to meet those standards may be required by the agency to
develop a plan acceptable to the agency, specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory
sanctions. The Company, on behalf of the Bank, believes that it meets substantially all standards which have been adopted. FDICIA also imposed new capital standards on insured depository institutions.

Before
establishing new branch offices, the Bank must meet certain minimum capital stock and surplus requirements. With each new branch located outside the municipal area of the Bank's
principal banking office, these minimal levels increase by $120,000 to $900,000, based on the population size of the municipal area in which the branch will be located. Prior to establishment of the
branch, the Bank must obtain Commissioner and FDIC approval. If establishment of the branch involves the purchase of a bank building or furnishings, the total investment in bank buildings and
furnishings cannot exceed, with certain exceptions, 50% of the Bank's unimpaired capital and surplus.

Financial Services Modernization

Effective in pertinent part on March 11, 2000, the federal Gramm-Leach-Bliley Act ("GLBA") revises the federal Bank Holding Company Act of 1956 and repeals
the affiliation provisions of the federal Glass-Steagall Act of 1933, which, taken together, limited the securities, insurance, and other non-banking activities of any company that
controls a FDIC insured financial institution. Under GLBA, bank holding companies can elect, subject to certain qualifications, to become a "financial holding
company." The Company made an election to become a financial holding company in 2002 and, as such, the Company may engage in activities that are in addition to the business of banking. The GLBA
provides that a financial holding company may engage in a full range of financial activities, including insurance and securities sales and underwriting activities, real estate development, and, with
certain exceptions, merchant banking activities, with new expedited notice procedures. GLBA also permits certain qualified national banks to form "financial subsidiaries," which have broad authority
to engage in all financial activities except insurance underwriting, insurance investments, real estate investment or development, and merchant banking, and expands the potential activities of
subsidiaries of state banks, subject to applicable state law. The GLBA may increase the competition the Company encounters.

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Deposit Insurance

As a FDIC member institution, deposits of the Bank are currently insured to a minimum of $100,000 per depositor through the Savings Association Insurance Fund
("SAIF"), administered by the FDIC. Insured financial institutions are members of either SAIF or the Bank Insurance Fund ("BIF"). SAIF members generally are savings and loan associations or savings
banks, including banks and trust companies that have converted from a savings and loan association or savings bank to a commercial bank or trust company or bank and trust companies that have acquired
SAIF deposits. The Bank is a converted federal savings bank; therefore, its deposits are insured through SAIF. Mergers or transfers of assets between SAIF and BIF members generally are permitted with
the assuming or resulting depository institution making payments of SAIF assessments on the portion of liabilities attributable to the SAIF-insured institution.

The
FDIC is required to establish the semi-annual assessments for BIF- and SAIF-insured depository institutions at a rate determined to be appropriate
to maintain or increase the reserve ratio of the respective deposit insurance funds at or above 1.25% of estimated insured deposits or at such higher percentage that the FDIC determines to be
justified for that year by circumstances raising significant risk of substantial future losses to the fund.

This
recapitalization has lowered the semiannual assessments paid by the Bank as a SAIF member. Assessments are made on a risk-based premium system with nine risk
classifications based on certain capital and supervisory measures. Financial institutions with higher levels of capital and involving a low degree of supervisory concern are assessed lower premiums
than financial institutions with lower levels of capital or involving a higher degree of supervisory concern.

Limits on Dividends and Other Payments

The Company's current ability to pay dividends is largely dependent upon the receipt of dividends from its banking subsidiary. Both federal and state laws impose
restrictions on the ability of the Bank to pay dividends. Federal law prohibits the payment of a dividend by an uninsured depository institution like the Bank if the depository institution is
considered "undercapitalized" or if the payment of the dividend would make the institution "undercapitalized". See "Federal Deposit Insurance Corporation Improvement Act of 1991" below. The Company
does not anticipate that such provisions will be applied to the Bank. The Federal Reserve has issued a policy statement which provides that, as a
general matter, insured banks and bank holding companies may pay dividends only out of prior operating earnings. For a Maryland chartered bank or trust company, dividends may be paid out of undivided
profits or, with the prior approval of the Commissioner, from surplus in excess of 100% of required capital stock. If however, the surplus of a Maryland bank is less than 100% of its required capital
stock, cash dividends may not be paid in excess of 90% of net earnings. In addition to these specific restrictions, bank regulatory agencies also have the ability to prohibit proposed dividends by a
financial institution which would otherwise be permitted under applicable regulations if the regulatory body determines that such distribution would constitute an unsafe or unsound practice.

Capital Requirements

The Federal Reserve and FDIC have adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking
organization's operations for both transactions reported on the balance sheet as assets and transactions, such as letters of credit and recourse arrangements which are recorded as off balance sheet
items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from
0% for assets with low credit risk, such as certain U.S. Treasury securities to 100% for assets with relatively high credit risk, such as business loans.

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A
banking organization's risk-based capital ratio is obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure
risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital.
"Tier 1", or core capital includes common equity, perpetual preferred stock (excluding auction rate issues), trust preferred securities (subject to certain limitations), and minority interest in
equity accounts of consolidated subsidiaries (less goodwill and other intangibles), subject to certain exceptions. "Tier 2", or supplementary capital, includes, among other things
limited-life preferred stock, hybrid capital instruments, mandatory convertible securities and trust preferred securities, qualifying and subordinated debt, and the allowance for loan and
lease losses, subject to certain limitations and less required deductions. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking
agencies. Banks and bank holding companies, subject to the risk-based capital guidelines are required to maintain a ratio of Tier 1 capital to risk-weighted assets of at least
4% and a ratio of total capital to risk-weighted assets of at least 8%. The appropriate regulatory authority may set higher capital requirements when particular circumstances warrant. In
addition to risk-based capital banks and bank holding companies are required to maintain a minimum amount of Tier 1 capital to fourth quarter average assets, referred to as the leverage
capital ratio, of at least 4%. The Company and the Bank maintained capital ratios which exceeded these minimum standards. See "Management's Discussion and Analysis of Finance Condition and Results of
Operations", for the year ended December 31, 2002 for more detailed information concerning capital adequacy.

Federal
banking agencies have adopted regulations specifying that the agencies will include, in their evaluations of a Bank's capital adequacy, an assessment of the Bank's interest rate
risk ("IRR") exposure. The standards for measuring the adequacy and effectiveness of a banking organization's interest rate risk management includes a measurement of board of director and senior
management oversight, and a determination of whether a banking organization's procedures for comprehensive risk management are appropriate to the circumstances of the specific banking organization.
The Bank maintains IRR models that are used to measure and monitor IRR. Additionally, the regulatory agencies have been assessing IRR on an informal basis for several years.

Failure
to meet applicable capital guidelines could subject a banking organization to a variety of enforcement actions, including limitations on its ability to pay dividends, the
issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of depository institutions, the termination of deposit insurance by the FDIC, as well as to
the measures described under "Federal Deposit Insurance Corporation Improvement Act of 1991" below, as applicable to undercapitalized institutions. In addition, future changes in regulations or
practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect the ability of the Bank to grow and could restrict the amount of profits,
if any, available for the payment of dividends to the Company.



In December, 1991, Congress enacted FDICIA, which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made
significant revisions to several other federal banking statutes. FDICIA provides for, among other things, (i) publicly available annual financial condition and management reports for financial
institutions, including audits by independent accountants, (ii) the establishment of uniform accounting standards by federal banking agencies, (iii) the establishment of a "prompt
corrective action" system of regulatory supervision and intervention, based on capitalization levels with more scrutiny and restrictions placed on depository institutions with lower levels of capital,
(iv) additional grounds for the appointment of a conservator or receiver, and (v) restrictions or prohibitions on accepting brokered deposits, except for institutions

12

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which significantly exceed minimum capital requirements. FDICIA also provides for increased funding of the FDIC insurance funds and the implementation of risked-based premiums.

A
central feature of FDICIA is the requirement that the federal banking agencies take "prompt corrective action" with respect to depository institutions that do not meet minimum capital
requirements. Pursuant to FDICIA, the federal bank regulatory authorities have adopted regulations setting forth a five tiered system for measuring the capital adequacy of the depository institutions
that they supervise. Under these regulations, a depository institution is classified in one of the following capital categories: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual
capital position if, among
other things, it receives an unsatisfactory examination rating with respect to asset quality, management, earnings or liquidity.

FDICIA
generally prohibits a depository institution from making any capital distribution (including payment of a cash dividend) or paying any management fees to its holding company if
the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. If a
depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized depository institutions may be subject to a number
of other requirements and restrictions including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and stop accepting deposits from
correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator, generally within 90 days of the date such institution is determined to
be critically undercapitalized.

FDICIA
provides the federal banking agencies with significantly expanded powers to take enforcement action against institutions which fail to comply with capital or other standards. Such
action may include the termination of deposit insurance by the FDIC or the appointment of a receiver or conservator for the institution. FDICIA also limits the circumstances under which the FDIC is
permitted to provide financial assistance to an insured institution before appointment of a conservator or receiver.

Interstate Banking Legislation

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal") was enacted into law on September 29, 1994.
Riegle-Neal authorized federal banking agencies to approve interstate bank merger transactions even if such transactions are prohibited by the laws of a state. An exception to such
authorization arises if the home state of one of the banks that is a party to the merger transaction opted out of the merger provisions of Riegle-Neal by adopting a law after the date of
the enactment of the Riegle-Neal and prior to June 1, 1997. These laws must apply equally to all out-of-state banks and expressly prohibit merger
transactions involving out-of-state banks. Riegle-Neal also permits interstate branch acquisitions if the laws of the state where the branch is located permits
interstate branch acquisitions. The interstate merger and branch acquisitions permitted by Riegle-Neal are subject to nationwide and statewide insured deposit limitations as described in
Riegle-Neal.

Riegle-Neal
also authorizes the federal banking agencies to approvede novointerstate branching by national and state banks
in states which specifically allow for such branching. To the Company's knowledge, only two states, Texas and Montana, have opted out of the Riegle-Neal provisions relating to interstate
mergers, acquisitions of branches and establishment of de novo branches. The Company anticipates that Riegle-Neal may increase competition within the market in which the Company operates,
although the Company cannot predict the timing or the extent of such increased competition.

13

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ITEM 2    PROPERTY

The principal executive offices of the Company, the main office of the Bank and Finance Maryland, are located at 3301 Boston Street, Baltimore, Maryland. The
Company, the Bank and Finance Maryland lease approximately 53,000 square feet of space at this location. Annual rent for this space is approximately $964,000, of which $864,000 is allocated for 56,000
square feet of office and $100,000 is allocated for 3,000 square feet of Bank branch space and drive-up banking and customer parking facilities. The Company maintains an operations
facility at 1516 Baylis Street, Baltimore, Maryland. The Bank occupies approximately 23,000 square feet of office space and 4,500 square feet of storage space at this location. Annual rent is
approximately $231,000 for the office space.

The
Bank operates retail bank branches at the following locations:*

Annapolis (2)161A Jennifer Road
Annapolis, MD 21401-7923

Loch Raven (1)1641 East Joppa Road
Baltimore, MD 21286Bel Air (1)12 A Bel Air South Parkway
Bel Air, MD 21015

Lutherville/Timonium (2)1738 York Road
Lutherville, MD 21093Canton/Headquarters (2)3301 Boston Street
Baltimore, MD 21224

Ocean City (2)12505 Coastal Highway
Ocean City, MD 21842Carroll Island (2)176 Carroll Island Road
Baltimore, MD 21220

Owings Mills (2)60 Painters Mill Road
Owings Mills, MD 21117Cockeysville (1)9840 York Road
Baltimore, MD 21032

Perry Hall (1)8843 Bel Air Road
Perry Hall, MD 21236Crofton (1)1049 MD Route 3
Gambrills, MD 21087

Pikesville (1)1013 Reisterstown Road
Baltimore, MD 21208-4207Downtown Baltimore (2)16 S. Calvert Street
Baltimore, MD 21202-1305

Randallstown (2)9833 Liberty Road
Randallstown, MD 21133-2034Dundalk (2)7860 Wise Avenue
Baltimore, MD 21222

Severna Park (2)366A Ritchie Highway
Severna Park, MD 21146Easton (2)8133 Elliott Road
Easton, MD 21601

Towson (1)115 East Joppa Road
Baltimore, MD 21286-3113Ellicott City (1)10065 Baltimore National Pike
Ellicott City, MD 21043

White Marsh (1)10101 Philadelphia Road
Baltimore, MD 21237Glen Burnie (2)7400 L. Gov. Ritchie Highway
Glen Burnie, MD 21061

Woodlawn (2)7007 Security Boulevard
Baltimore, MD 21244


---

14

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For
more information on lease commitments and costs see Note 6 of the notes to the consolidated financial statements.

The
Bank operates mortgage offices at the following locations:

Annadale, VA (2)7010 Little River Turnpike, Suite 140
Annadale, VA 22003

Fredericksburg, VA (2)2515 Fall Hill Avenue
Fredericksburg, VA 22401Annapolis (2)2086 Generals Highway, 2nd Floor
Annapolis, MD 21401

Loch Raven (1)1641 East Joppa Road
Baltimore, MD 21286Canton (VA Mortgage.Com) (2)1516 Baylis Street
Baltimore, MD 21224

Ocean City (2)12505 Coastal Highway
Ocean City, MD 21842Canton/Headquarters (2)3301 Boston Street
Baltimore, MD 21224

Prince Georges (2)7905 Malcolm Road, Suite 101
Clinton, MD 20735Crofton (1)1049 MD Route 3
Gambrills, MD 21054

Salisbury (2)309 E. Main Street
Salisbury, MD 21801Easton (2)8133 Elliott Road
Easton, MD 21601

Waldorf (2)3200 Crain Highway, Suite 102
Waldorf, MD 20603-4841Eldersburg (2)1912 Liberty Road, Bldg. 2
Eldersburg, MD 21784Ellicott City (1)10065 Baltimore National Pike
Ellicott City, MD 21042


---

15

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Finance
Maryland operates offices at the following locations:

Bel Air (2)225 Briarhill Place
Bel Air, MD 21015

Hagerstown (2)1423 Dual Hwy
Hagerstown, MD 21740Dundalk (2)1770 Merritt Blvd.
Baltimore, MD 21222

Salisbury (2)319 B Civic Avenue
Salisbury, MD 21804Elkton (2)125 Big Elk Mall
Elkton, MD 21921

Woodlawn (2)6666 Security Blvd., Suite 16
Baltimore, MD 21207Glen Burnie (2)7400 Ritchie Highway, Suite D
Glen Burnie, MD 21061

Canton/Headquarters (2)3301 Boston Street
Baltimore, MD 21224Laurel (2)140 City Plaza
Laurel, MD 20702


---

Bank
branches range in total size from 2,000 to 4,000 square feet, mortgage offices from 1,200 to 2,000 square feet and Finance Maryland offices from 800 to 1,600 square feet. All
locations are suitable and adequate to conduct business and support growth in customer and transaction volume.

ITEM 3    LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to, nor is any of their property the subject of, any material pending legal proceedings incidental to the business of
the Company other than those arising in the ordinary course of business. In the opinion of management no such proceeding will have a material adverse effect on the financial position or results of
operations of the Company.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 4A    EXECUTIVE OFFICERS OF THE REGISTRANT

Edwin F. Hale, Sr.(age 56) has been Chairman and Chief Executive Officer of the Company and of the Bank since 1995.

Joseph A. Cicero(age 58) has been the President of the Company and Chief Operating Officer of the Bank since 1996.

George H. Mantakos(age 60) has been Executive Vice President of the Company, and the President of the Bank since 1995.

Mark A. Keidel(age 41) has been Senior Vice President and Chief Financial Officer of the Company and the Bank since
June 2000. Prior to June 2000, Mr. Keidel was Senior Vice President and Chief Financial Officer of Mason Dixon Bancshares for the preceding five years.

16

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PART II

ITEM 5    MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED  STOCKHOLDERS MATTERS

Market for Common Stock

The Company's common stock trades on The Nasdaq National Market under the symbol "FMAR." The table below sets forth for the periods indicated the low and high
market prices of the Company's common stock as reported on The Nasdaq National Market. These over-the-counter market quotations reflect inter-dealer prices and do not include
retail mark-up, mark-down or commissions, and they may not necessarily represent actual transactions. The Company currently has approximately 3,700 stockholders of record, and
did not pay a cash dividend in 2001 or 2002.

|                    |                | Low |   | High 
|------------------- | -------------- | --- | - | -----
|2002 Quarter ended: |                |     |   |      
|                    | Fourth quarter |     | $ | 8.860
|                    | Third quarter  |     |   | 9.950
|                    | Second quarter |     |   | 9.700
|                    | First quarter  |     |   | 9.150
|2001 Quarter ended: |                |     |   |      
|                    | Fourth quarter |     |   | 7.100
|                    | Third quarter  |     |   | 5.250
|                    | Second quarter |     |   | 5.000
|                    | First quarter  |     |   | 4.000

EQUITY COMPENSATION PLANS

The following table sets forth the securities authorized for issuance under the Company's equity compensation plans as of December 31, 2002:

|Plan category                                              |  | (A)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights |  | (B)
Weighted-average exercise
price of outstanding options,
warrants and rights |      | (C)
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities reflected
in column (A))
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  | 514,538                                                                                         |  | $                                                                               | 8.58 |                                                                                                                                                
|Equity compensation plans not approved by security holders |  |                                                                                                |  |                                                                                 |     |                                                                                                                                                
|                                                           |  |                                                                                                 |  |                                                                                 |      |                                                                                                                                                
|Total                                                      |  | 514,538                                                                                         |  | $                                                                               | 8.58 |                                                                                                                                                
|                                                           |  |                                                                                                 |  |                                                                                 |      |                                                                                                                                                

17

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ITEM 6    SELECTED FINANCIAL DATA

|                                               |                                        | For the Year Ended December 31,
|---------------------------------------------- | -------------------------------------- | -------------------------------
|
|
|Net Interest Income                            |                                        | $                              
|Provision For Loan Losses                      |                                        |                                
|Noninterest Income                             |                                        |                                
|Noninterest Expense                            |                                        |                                
|Net Income                                     |                                        |                                
|Dividends per Common Share                     |                                        |                                
|Net Income per Common Share-Basic              |                                        |                                
|Net Income per Common Share-Diluted            |                                        |                                
|Total Assets                                   |                                        |                                
|Loans Receivable, Net                          |                                        |                                
|Deposits                                       |                                        |                                
|Long-term Borrowings and Repurchase Agreements |                                        |                                
|Stockholders' Equity                           |                                        |                                
|Allowance For Loan Losses                      |                                        |                                
|Net Chargeoffs                                 |                                        |                                
|Nonperforming Assets to Total Assets           |                                        |                                
|Return On Average Assets                       |                                        |                                
|Return On Average Equity                       |                                        |                                
|Dividend Payout Ratio                          |                                        |                                
|Average Equity to Average Assets               |                                        |                                
|Regulatory Ratios                              |                                        |                                
|                                               | Leverage                               |                                
|                                               | Tier 1 Capital To Risk Weighted Assets |                                
|                                               | Total Capital To Risk Weighted Assets  |                                

ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

About First Mariner Bancorp

First Mariner Bancorp (the "Company") is a financial holding company incorporated under the laws of Maryland and registered under the federal Bank Holding Company
Act of 1956, as amended. The
Company was organized in 1994 and changed its name to First Mariner Bancorp in May 1995. Since 1995, the Company's strategy has involved building a network of banking branches and
ATMs to capture market share and build a community franchise for stockholders, customers and employees. The Company is focusing on growing assets and earnings by capitalizing on the broad
network of Bank branches, mortgage offices, and ATMs established during its infrastructure expansion phase.

Through
its operating subsidiaries, First Mariner Bank (the "Bank") and Finance Maryland, LLC, ("Finance Maryland") the Company offers consumer and commercial banking and real estate
lending services primarily throughout central Maryland and parts of its Eastern Shore and in portions of Virginia.

The
following discussion compares the financial condition of the Company at December 31, 2002 to the financial condition at December 31, 2001 and results of operations for
the years ended December 31, 2002, 2001 and 2000. This discussion should be read in conjunction with the

18

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accompanying financial statements and related notes as well as statistical information included in this report.

Application of Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance with accounting principals generally accepted in the United States and follow general
practices within the banking and financial services industry. The application of these accounting principles requires management to make estimates, judgments, and assumptions based upon information
available at the time the financial statements are prepared, and affect the amounts reported in the financial statements and the accompanying notes.

The
most significant accounting policies applied by the Company are discussed in note 1 to the consolidated financial statements of this document. These policies provide details
on how certain assets and liabilities are valued in the financial statements and how those values are derived. Management believes that based upon the estimates, judgments and assumptions used to
determine the allowance for loan losses, that this accounting estimate requires the most subjective and unpredictable judgments, and as such could be subject to revision as new information is
available.

The
determination of the amount of the Allowance for Loan Losses is considered by management as a critical accounting estimate, as it represents management's estimate of probable loan
losses, and loans outstanding comprise 61.4% of the Company's total assets as of December 31, 2002. The estimates used in the determination of the allowance for loan losses include estimated
losses on pools of homogeneous loans, losses estimated on specifically identified loans, and consideration of current economic trends and conditions, all of which may change significantly over time.
Note 1 to the consolidated financial
statements describes the methodology used in determining the Allowance for Loan Losses and a detailed discussion of factors influencing possible changes in this critical accounting estimate is
included in the Credit Risk Management and the Allowance for Loan Losses sections of Management's Discussion and Analysis of Financial Condition and Results of Operation.

Performance Overview

The Company continued to achieve significant growth in loans and deposits while producing a record profit in 2002. The Company began to leverage its
infrastructure and slowed the rate of new branch growth in 2002, which reduced the growth rate of expenses and resulted in higher levels of earnings and improved productivity and efficiency measures.

The
Company recorded net income of $3,904,000 for 2002 compared to $2,304,000 for 2001, an increase of 69.4%, marking the highest net income for any year since the Company's formation.
Diluted earnings per share were also the highest in Company history, totaling $.69 per share for 2002, an increase of 21.1% from $.57 per diluted share in 2001. The growth in net income and earnings
per share resulted as gross revenue (net interest income and non interest income) increased $9,367,000 or 25.6%, while noninterest expenses, the provision for loan losses, and income tax expense
increased by $7,767,000 or 22.6%.

The
largest category of revenue, net interest income, grew $5,114,000 or 19.8% due to growth in average earning assets of 10.9% and an increase in the net interest margin to 4.17% for
2002 from 3.86% in 2001. The increase in the net interest margin resulted as deposit and borrowing rates fell more than the decline in yields on loans, investments and other earning assets.
Noninterest income increased $4,253,000 or 39.6% due to higher levels of mortgage banking revenue, increased commissions earned on the sales of non-deposit investment products, and growth
in deposit service charges and ATM fees. Gains realized on the sale of investment securities increased $461,000. Core noninterest income (excluding gains on sales of investment securities) increased
35.4% and comprised 31.5% of total revenue compared to 29.2% in 2001.

19

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The
increase in total expenses resulted from higher noninterest expenses of $6,677,000, an increase in the provision for loan losses of $550,000 and higher income tax expense totaling
$540,000. Non interest expense growth was primarily the result of higher salaries and benefit costs, and increased occupancy and equipment expenses to support the Company's growth as well as costs
associated with the formation of Finance Maryland in July of 2002. The Company's efficiency ratio improved to 83.5% for 2002 from 85.6% for 2001. The increase in the provision for loan losses reflects
the growth in loans, higher levels of net charge offs, and an increase in the allowance for loan losses to 1.35% of total loans as of December 31, 2002 from 1.18% as of December 31,
2001. Income tax expense increased due to an increase of $2,140,000 in net income before taxes. The effective tax rate for the Company decreased to 33.1% for 2002 compared to 37.6% for 2001. The
effective rate decreased due to higher levels of tax-
exempt income, primarily higher levels of investment securities exempt from state income taxes, and income from Bank Owned Life Insurance which is tax free.

Total
assets increased by $92,327,000 or 11.9%, reflecting significant increases in loans and deposits. Loans outstanding increased by $65,300,000 or 13.9%, while deposits grew by
$67,581,000 or 11.3%. Growth statistics for loans and deposits continue to compare favorably to industry averages, and reflect the Company's continued efforts in business development and advertising.
Since First Mariner's inception in 1995, total assets, loans, and deposits have increased at an average annual compound growth rate of 45.0%, 46.0%, and 46.6% respectively. Stockholders' equity
increased $7,118,000 or, 16.2% reflecting the retention of 2002's earnings, improvements in the market value of the Company's available-for-sale securities portfolio and shares
issued under the Company's employee stock purchase plan and option plans of $249,000.

Asset
quality was favorable in 2002. The ratio of nonperforming assets to total assets decreased to 0.41% at December 31, 2002 from 0.56% at December 31, 2001. The
allowance for loan losses was increased to $7,188,000 and totaled 203.9% of nonperforming assets as of December 31, 2002, compared to 127.4% as of December 31, 2001. The ratio of net
chargeoffs to average total loans was .10% in 2002, compared to .10% in 2001.

Capital
adequacy levels remained strong, exceeding the levels required for "well-capitalized" status as defined by Banking regulation. December 31, 2002 ratios for
capital leverage, Tier 1 capital to risk weighted assets, and total capital to risk weighted assets were 7.8%, 9.9%, and 13.3%, respectively, compared to 8.0%, 10.7%, and 12.9%, respectively, at
December 31, 2001.

Net Interest Income/Margins

The primary source of earnings for the Company is net interest income, which is the difference between income earned on interest-earning assets, such as loans and
investment securities, and interest expense incurred on the interest-bearing sources of funds, such as deposits and borrowings. The level of net interest income is determined primarily by the average
balances ("volume") and the rate spreads between the interest-earning assets and the Company's funding sources.

Net
interest income increased to $30,998,000 for 2002, a 19.8% increase from the net interest income of $25,874,000 earned for 2001. The increase was attributable to growth in average
earning assets, which increased by $72,985,000 or 10.9% and an increase in the spreads realized between earning assets and interest bearing liabilities. Average loans and loans held for sale increased
by 7.2% to $550,688,000 and average investments and other earning assets increased by 22.9% to $192,110,000. The increase in average loans reflects the Company's expansion of its commercial and real
estate lending activities among middle market borrowers in the Baltimore Metropolitan area, the growth of the Bank's mortgage banking activities, the Bank's continued emphasis on consumer lending, and
consumer finance receivables generated by Finance Maryland. Average earning asset growth was funded by an
increase in average deposits of $96,308,000 or 18.7%. The increase in average deposits was due to the continued success of sales and marketing efforts in the Company's retail banking and

20

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commercial banking divisions, and the popularity of the Bank's "Flex CD" products. Average other borrowed funds decreased by $25,680,000 or 16.2%, as the Company repaid a significant portion of
outstanding borrowings as deposit growth was more than sufficient to fund earning asset growth.

For
2002, interest income on loans decreased to $42,735,000, which represents a decrease of $886,000 or 2.0% from $43,621,000 for 2001. While average balances on loans increased by
$37,214,000 or 7.2%, yields decreased 74 basis points to 7.76%, as the Federal Reserve continued to reduce market interest rates throughout 2002. Interest income on investment securities and other
earning assets decreased $45,000 or 0.5% to $9,596,000 from $9,641,000. Average balances increased on investments and other earning assets by 22.9% and yields on these assets decreased by 117 basis
points, which contributed to the decline in interest income. Interest expense on deposits decreased to $14,248,000 in 2002, a decrease of $4,136,000 or 22.5% from $18,384,000 for 2001. Growth in
average interest bearing deposits of 16.0% was mostly offset by a decline in the average rates paid on interest-bearing deposits of 138 basis points. Interest expense on borrowings declined $1,909,000
to $7,095,000 for 2002, a decrease of 21.2% from $9,004,000 for 2001. The decline in average balances of 16.2%, as well as a decrease in the average rates paid on borrowings of 34 basis points,
contributed to the reduction.

The
key performance measure for net interest income is the "net interest margin", or net interest income divided by average earning assets. The Company's net interest margin is affected
by loan pricing, mix of earning assets, and the distribution and pricing of deposits and borrowings. The Company's net interest margin was 4.17% for the year ended December 31, 2002 as compared
to 3.86% for 2001. Yields on average total earning assets decreased by 90 basis points, while the cost of interest bearing deposits decreased by 138 basis points and the cost of other borrowings
decreased by 34 basis points. A higher proportion of deposit accounts as a percentage of funding contributed to the increase in the net interest margin.

"Comparative
Average BalancesYields and Rates" below indicates the Company's average volume of interest-earning assets and interest-bearing liabilities and average yields
and rates. Changes in net interest income from period to period result from increases or decreases in the volume and mix of interest-earning assets and interest-bearing liabilities, increases or
decreases in the average rates earned and paid on such assets and liabilities and the availability of particular sources of funds, such as non-interest bearing deposits.

21

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Comparative Average Balances Yields and Rates

|                                      |                                                                | 2002                                       |   | 2001    |        
|------------------------------------- | -------------------------------------------------------------- | ------------------------------------------ | - | ------- | -------
|
|
|Assets:                               |                                                                |                                            |   |         |        
|                                      | Loans & loans held for sale
(net of unearned income)(1)        |                                            | $ | 550,688 |        
|                                      | Mortgage-backed securities available for sale                  |                                            |   | 96,649  |        
|                                      | Interest-bearing deposits                                      |                                            |   | 39,002  |        
|                                      | Treasury notes and U.S. government agency securities           |                                            |   | 15,615  |        
|                                      | Trust preferred securities                                     |                                            |   | 26,026  |        
|                                      | Other earning assets                                           |                                            |   | 14,818  |        
|                                      |                                                                |                                            |   |         |        
|                                      |                                                                | Total earning assets                       |   |         | 742,798
|                                      |                                                                |                                            |   |         |        
|                                      | Allowance for loan losses                                      |                                            |   | (6,138  | )      
|                                      | Other assets                                                   |                                            |   | 57,896  |        
|                                      |                                                                |                                            |   |         |        
|                                      |                                                                | Total assets                               |   | $       | 794,556
|                                      |                                                                |                                            |   |         |        
|Liabilities and stockholders' equity: |                                                                |                                            |   |         |        
|                                      | Deposits:                                                      |                                            |   |         |        
|                                      |                                                                | Passbook/Savings                           |   | $       | 44,202 
|                                      |                                                                | NOW/MMDA                                   |   |         | 203,969
|                                      |                                                                | Certificates                               |   |         | 265,305
|                                      |                                                                |                                            |   |         |        
|                                      |                                                                | Total interest-bearing deposits            |   |         | 513,476
|                                      | Other borrowed funds                                           |                                            |   | 132,539 |        
|                                      |                                                                |                                            |   |         |        
|                                      |                                                                | Total interest-bearing liabilities         |   |         | 646,015
|                                      |                                                                |                                            |   |         |        
|                                      | Noninterest-bearing demand deposits                            |                                            |   | 98,010  |        
|                                      | Other liabilities                                              |                                            |   | 2,948   |        
|                                      | Stockholders' equity                                           |                                            |   | 47,583  |        
|                                      |                                                                |                                            |   |         |        
|                                      |                                                                | Total liabilities and stockholders' equity |   | $       | 794,556
|                                      |                                                                |                                            |   |         |        
|                                      | Interest rate spread
(Average yield less average rate)         |                                            |   |         |        
|                                      | Net interest income
(Interest income less interest expense)    |                                            |   |         |        
|                                      | Net Interest Margin
(Net interest income/total earning assets) |                                            |   |         |        

---

22

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|                                      |                                                                | 2000             |                                           
|------------------------------------- | -------------------------------------------------------------- | ---------------- | ------------------------------------------
|
|
|Assets:                               |                                                                |                  |                                           
|                                      | Loans and loans held for sale (net of unearned income)(1)      |                  | $                                         
|                                      | Mortgage-backed securities available for sale                  |                  |                                           
|                                      | Interest-bearing deposits                                      |                  |                                           
|                                      | Treasury notes and U.S. government agency securities           |                  |                                           
|                                      | Trust preferred securities                                     |                  |                                           
|                                      | Other earning assets                                           |                  |                                           
|                                      |                                                                |                  |                                           
|                                      |                                                                |                  | Total earning assets                      
|                                      |                                                                |                  |                                           
|                                      | Allowance for loan losses                                      |                  |                                           
|                                      | Other assets                                                   |                  |                                           
|                                      |                                                                |                  |                                           
|                                      |                                                                |                  | Total assets                              
|                                      |                                                                |                  |                                           
|Liabilities and stockholders' equity: |                                                                |                  |                                           
|                                      | Deposits:                                                      |                  |                                           
|                                      |                                                                | Passbook/Savings |                                           
|                                      |                                                                | NOW/MMDA         |                                           
|                                      |                                                                | Certificates     |                                           
|                                      |                                                                |                  |                                           
|                                      |                                                                |                  | Total interest-bearing deposits           
|                                      | Other borrowed funds                                           |                  |                                           
|                                      |                                                                |                  |                                           
|                                      |                                                                |                  | Total interest-bearing liabilities        
|                                      |                                                                |                  |                                           
|                                      | Noninterest-bearing demand deposits                            |                  |                                           
|                                      | Other liabilities                                              |                  |                                           
|                                      | Stockholders' equity                                           |                  |                                           
|                                      |                                                                |                  |                                           
|                                      |                                                                |                  | Total liabilities and stockholders' equity
|                                      |                                                                |                  |                                           
|                                      | Interest rate spread
(Average yield less average rate)         |                  |                                           
|                                      | Net interest income
(Interest income less interest expense)    |                  |                                           
|                                      | Net Interest Margin
(Net interest income/total earning assets) |                  |                                           

---

"Rate/Volume
Analysis" below indicates the changes in the Company's net interest income as a result of changes in volume and rates. Changes in interest income and interest expense that
result from variances in both volume and rates has been allocated to rate and volume changes in proportion to the absolute dollar amounts of change in each. The Company has an asset and liability
management policy designed to provide a proper balance between rate sensitive assets and rate sensitive liabilities to attempt to optimize interest margins and to provide adequate liquidity for
anticipated needs.

23

---

Rate/Volume Analysis

|                              |                                                        | Year Ended December 31, 2002
Compared to
Year Ended December 31, 2001 |      
|----------------------------- | ------------------------------------------------------ | --------------------------------------------------------------------- | -----
|
|
|
|Interest Income:              |                                                        |                                                                       |      
|                              | Loans and loans held for sale (net of unearned income) |                                                                       | $    
|                              | Mortgage-backed securities available for sale          |                                                                       |      
|                              | Interest-bearing deposits                              |                                                                       |      
|                              | Treasury notes and U.S. government agency securities   |                                                                       |      
|                              | Trust preferred securities                             |                                                                       |      
|                              | Other earning assets                                   |                                                                       |      
|                              |                                                        |                                                                       |      
|Total interest income         |                                                        |                                                                       | 4,325
|                              |                                                        |                                                                       |      
|Interest Expense:             |                                                        |                                                                       |      
|                              | Passbook                                               |                                                                       |      
|                              | NOW/MMDA                                               |                                                                       |      
|                              | Certificates                                           |                                                                       |      
|                              | Other borrowed funds                                   |                                                                       |      
|                              |                                                        |                                                                       |      
|Total interest expense        |                                                        |                                                                       | 1,805
|                              |                                                        |                                                                       |      
|Change in net interest income |                                                        | $                                                                     | 2,520
|                              |                                                        |                                                                       |      

|                              |                                                        | Year Ended December 31, 2001
Compared to
Year Ended December 31, 2000 |      
|----------------------------- | ------------------------------------------------------ | --------------------------------------------------------------------- | -----
|
|
|
|Interest Income:              |                                                        |                                                                       |      
|                              | Loans and loans held for sale (net of unearned income) |                                                                       | $    
|                              | Mortgage-backed securities available for sale          |                                                                       |      
|                              | Interest-bearing deposits                              |                                                                       |      
|                              | Treasury notes and U.S. government agency securities   |                                                                       |      
|                              | Trust preferred securities                             |                                                                       |      
|                              | Other earning assets                                   |                                                                       |      
|                              |                                                        |                                                                       |      
|Total interest income         |                                                        |                                                                       | 5,112
|                              |                                                        |                                                                       |      
|Interest Expense:             |                                                        |                                                                       |      
|                              | Passbook                                               |                                                                       |      
|                              | NOW/MMDA                                               |                                                                       |      
|                              | Certificates                                           |                                                                       |      
|                              | Other borrowed funds                                   |                                                                       |      
|                              |                                                        |                                                                       |      
|Total interest expense        |                                                        |                                                                       | 940  
|                              |                                                        |                                                                       |      
|Change in net interest income |                                                        | $                                                                     | 4,172
|                              |                                                        |                                                                       |      

24

---

Noninterest Income

Noninterest income is principally derived from mortgage banking activities, service fees on deposit accounts, ATM fees, commissions on sales of insurance products
and income from Bank Owned Life Insurance. Noninterest income for the year ended December 31, 2002 was $14,994,000, as compared to $10,741,000 for the year ended December 31, 2001, an
increase of $4,253,000 or 39.6%. Core noninterest income (excluding gains on sales of investment securities) increased 35.4%.

Gains
on sales of loans increased by $1,710,000 or 89.4% from the year ended December 31, 2001. Total originations of mortgage loans increased 10.0%, and resulted in more loans
being sold into the secondary market than during the prior year, with pricing spreads on loans sold also improving. The increase in mortgage loan origination was the result of successful sales
efforts, an increase in the number of mortgage loan offices and lower interest rates. Refinance activity accounted for just under 37% of the total mortgage loan origination activity for 2002. Other
mortgage banking income decreased by $159,000 or 8.0%. Origination related income decreased by $48,000, while mortgage servicing revenue decreased by $111,000. Service fees on deposits increased by
$737,000 or 20.5% as the Company increased the number of demand deposit accounts by 4,157 or 8.6%. Pricing on most deposit accounts remained unchanged throughout 2002. ATM fees increased by $474,000
or 29.0% due to increased transaction volume, higher transaction fee pricing for noncustomers, and added ATM locations. Net gains of $497,000 were realized on the sale of investment securities in
2002, compared to net gains of $36,000 for 2001. Other increases in non interest income included higher commissions earned on the sale of investment products of $327,000, commissions earned on sales
of credit insurance policies of $355,000, and the increases in cash surrender value of Bank Owned Life Insurance of $529,000. The increase in income generated from the sales of investment products
resulted from more focused sales training and marketing efforts.

|                                      |  | Years Ended December 31,
|------------------------------------- |  | ------------------------
|
|
|Gain on sale of loans                 |  | $                       
|Service fees on deposits              |  |                         
|ATM Fees                              |  |                         
|Gain on sale of investment securities |  |                         
|Other mortgage banking fees           |  |                         
|Other                                 |  |                         
|                                      |  |                         
|Total noninterest income              |  | $                       
|                                      |  |                         

Noninterest Expense

Noninterest expense totaled $37,973,000 for the year ended December 31, 2002, compared to $31,296,000 for 2001, an increase of $6,677,000 or 21.3%. This
increase reflects management's continued emphasis on growth through bank branching, costs associated with the formation and development of Finance Maryland, as well as significant increases in loans,
deposits and mortgage banking operational activities. While bank branch expansion slowed in 2002, four new Finance Maryland locations were opened in 2002. Excluding expenses of Finance Maryland,
noninterest expenses increased $5,368,000 or 17.2%

Salaries
and benefits increased $5,132,000 or 35.1% primarily due to staffing of Finance Maryland, staffing increases to support loan and deposit growth, higher commissions paid for
mortgage and commercial loan production as well as regular salary increases and higher benefit costs. Occupancy costs for 2002 grew $513,000 or 11.5% compared to 2001. The increase was due to the
relocation of existing branches and the additional Finance Maryland offices. Furniture, fixtures and equipment

25

---

expense increased for the year ended 2002 by $355,000 or 17.0% due to relocating branches and the addition of Finance Maryland offices.

Professional
services increased by $396,000 or 46.2% primarily as a result of increased legal fees associated with the workout of one large nonperforming loan. Advertising expenses
decreased by 0.7% and totaled $1,071,000 as the Company maintained most of its advertising campaigns from the prior year. Data processing expenses increased $159,000 as the number of accounts
increased. All other noninterest expenses increased $130,000 due to increased ATM costs and higher expenses for printing and office supplies.

Noninterest expense

|                                  |  | Years Ended December 31,
|--------------------------------- |  | ------------------------
|
|
|Salaries and employee benefits    |  | $                       
|Net occupancy                     |  |                         
|Furniture, fixtures and equipment |  |                         
|Professional services             |  |                         
|Advertising                       |  |                         
|Data processing                   |  |                         
|Service and maintenance           |  |                         
|Office supplies                   |  |                         
|ATM servicing expenses            |  |                         
|Printing                          |  |                         
|Corporate insurance               |  |                         
|OREO expense                      |  |                         
|FDIC Premiums                     |  |                         
|Consulting fees                   |  |                         
|Marketing/promotion               |  |                         
|Postage                           |  |                         
|Security                          |  |                         
|Other                             |  |                         
|                                  |  |                         
|Total noninterest expense         |  | $                       
|                                  |  |                         

Income Tax Expenses

The Company recorded tax expense of $1,930,000 in 2002 for an effective tax rate of 33.1% compared to income tax expense of $1,390,000 and an effective tax rate
of 37.6% for 2001. The effective rate decreased due to higher levels of tax- exempt income, primarily higher levels of investment securities exempt from state income taxes, and income from
Bank Owned Life Insurance which is tax free.

The
Company has utilized all prior net operating loss carryforwards for federal income tax purposes at December 31, 2002. Net operating loss carryforwards for state income tax
purposes approximated $6,967,000 and can be offset by future state taxable income of First Mariner Bancorp only. Management anticipates that it is more likely than not that the future operations of
First Mariner Bancorp will not generate sufficient taxable income to realize the potential utilization of the net operating loss carryforward. A valuation allowance equal to the deferred tax asset
associated with the net operating loss carryforward of $322,000 has been established to reflect this uncertainty.

26

---

Financial Condition

At December 31, 2002, the Company's total assets were $870,192,000, as compared to $777,865,000 at December 31, 2001, an increase of 11.9%. This
increase occurred as the Company continued to benefit from the development of its bank branching and mortgage loan office network, expansion of commercial and retail business development efforts,
formation of Finance Maryland and successful development and marketing of deposit and loan products.

Loans
at December 31, 2002 were $533,965,000, as compared to $468,665,000 on December 31, 2001, which represents an increase of $65,300,000 or 13.9%. Increases were
realized in commercial mortgage, residential construction, and consumer loans, while residential mortgage loans, commercial construction loans and commercial loans decreased. Loans held for sale
increased by $9,822,000 as a result of significant mortgage loan origination volume, particularly in the fourth quarter. Investment securities increased by $7,957,000. Interest bearing deposits
increased by $1,514,000 due to growth in deposits and borrowed funds in excess of loan growth, the increase in loans held for sale, and growth in the investment portfolio.

Total
deposits increased by $67,581,000, an increase of 11.3% from $600,588,000 at December 31, 2001. Borrowings, repurchase agreements, and trust preferred offerings increased by
$16,500,000, and increased overall dependence on borrowed funds to 16.8% of total assets as of December 31, 2002, compared to 16.7% as of December 31, 2001.

Loan Portfolio

The Company's loan portfolio is expected to produce higher yields than investment securities and other interest-earning assets, the absolute volume and mix of
loans and the volume and mix of loans as a percentage of total earning assets is an important determinant of net interest margin.

The
following table sets forth the composition of the Bank's loan portfolio.

|       |                                      | At December 31,
|------ | ------------------------------------ | ---------------
|
|
|Loans: |                                      |                
|       | Commercial Loans and Lines of Credit |                
|       | Commercial/Residential Construction  |                
|       | Commercial Mortgages                 |                
|       | Residential Construction-Consumer    |                
|       | Residential Mortgages                |                
|       | Consumer                             |                
|       |                                      |                
|       |                                      | Total Loans    
|       |                                      |                

The
largest increase in the loan portfolio occurred in the Commercial mortgage category, which increased by $58,158,000 and reflected successful marketing and sales efforts, a strong
regional economy, as well as a favorable interest rate environment. Consumer loans increased by $16,228,000 again due successful sales efforts, as well as a favorable economic and interest rate
environment, and the formation of Finance Maryland. Residential real estate loans, which consist primarily of 3-year and 5-year adjustable rate mortgages, decreased by
$8,391,000. The decrease in this category of loans reflects higher payoffs and lower originations of adjustable rate loans as historically low mortgage interest rates encouraged borrowers to elect
fixed rate 15- and 30-year loans which were sold in the secondary market. Commercial loans decreased by $7,397,000 while commercial construction loans decreased by $2,533,000.

27

---

Approximately
25.7% of the Bank's loans have adjustable rates as of December 31, 2002 and approximately 29.5% at December 31, 2001, including adjustable rate first
mortgages indexed to U.S. Treasury obligations and variable home equity lines of credit tied to the Prime interest rate. Interest rates on variable rate loans adjust to the current interest rate
environment, whereas fixed rates do not allow this flexibility. If interest rates were to increase in the future, the interest earned on the variable rate loans would improve, and if rates were to
fall the interest earned would decline, thus impacting the Company's interest income. See also the discussion under "Liquidity and Interest Rate Sensitivity" below. The following table sets forth the
maturity distribution, classified according to sensitivity to changes in interest rate, for the Bank's loan portfolio at December 31, 2002. Some of the loans may be renewed or repaid prior to
maturity. Therefore, the following table should not be used as a forecast of future cash collections. The scheduled repayments as shown above are reported in the maturity category in which the payment
is due.

Maturity Schedule of Selected Loans

|                         |                                     | Up to
1 Year |         | More Than
1 Year to
5 Years |   | 5 Years to
10 Years |         | More Than
10 Years |        | Total 
|------------------------ | ----------------------------------- | ------------ | ------- | --------------------------- | - | ------------------- | ------- | ------------------ | ------ | ------
|
|Total Loans:             |                                     |              |         |                             |   |                     |         |                    |        |       
|                         | Residential Real Estate             |              | $       | 3,864                       |   | $                   | 3,323   |                    | $      | 4,704 
|                         | Commercial Construction             |              |         | 7,715                       |   |                     | 9,085   |                    |        | 1,355 
|                         | Residential Construction-Commercial |              |         | 6,013                       |   |                     | 4,955   |                    |        | 358   
|                         | Residential Construction-Consumer   |              |         | 133,525                     |   |                     | 1,071   |                    |        | 75    
|                         | Commercial real estate              |              |         | 23,984                      |   |                     | 128,896 |                    |        | 46,381
|                         | Commercial                          |              |         | 37,455                      |   |                     | 15,759  |                    |        | 3,543 
|                         | Consumer                            |              |         | 36,660                      |   |                     | 14,111  |                    |        | 4,362 
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|Total                    |                                     | $            | 249,216 |                             | $ | 177,200             |         | $                  | 60,778 |       
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|Fixed Rate Loans:        |                                     |              |         |                             |   |                     |         |                    |        |       
|                         | Residential Real Estate             |              | $       | 3,376                       |   | $                   | 1,830   |                    | $      | 1,908 
|                         | Commercial Construction             |              |         | 1,959                       |   |                     | 7,768   |                    |        | 1,317 
|                         | Residential Construction-Commercial |              |         | 445                         |   |                     | 525     |                    |        | 358   
|                         | Residential Construction-Consumer   |              |         | 131,816                     |   |                     | 1,040   |                    |        | 21    
|                         | Commercial real estate              |              |         | 18,090                      |   |                     | 112,050 |                    |        | 40,490
|                         | Commercial                          |              |         | 19,042                      |   |                     | 10,211  |                    |        | 1,162 
|                         | Consumer                            |              |         | 4,604                       |   |                     | 14,111  |                    |        | 4,362 
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|TotalFixed Rate         |                                     |              | 179,332 |                             |   | 147,535             |         |                    | 49,618 |       
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|Variable Rate Loans:     |                                     |              |         |                             |   |                     |         |                    |        |       
|                         | Residential Real Estate             |              |         | 488                         |   |                     | 1,493   |                    |        | 2,796 
|                         | Commercial Construction             |              |         | 5,756                       |   |                     | 1,317   |                    |        | 38    
|                         | Residential Construction-Commercial |              |         | 5,568                       |   |                     | 4,430   |                    |        |      
|                         | Residential Construction-Consumer   |              |         | 1,709                       |   |                     | 31      |                    |        | 54    
|                         | Commercial real estate              |              |         | 5,894                       |   |                     | 16,846  |                    |        | 5,891 
|                         | Commercial                          |              |         | 18,413                      |   |                     | 5,548   |                    |        | 2,381 
|                         | Consumer                            |              |         | 32,056                      |   |                     |        |                    |        |      
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|TotalVariable Rate      |                                     |              | 69,884  |                             |   | 29,665              |         |                    | 11,160 |       
|                         |                                     |              |         |                             |   |                     |         |                    |        |       
|TotalFixed And Variable |                                     | $            | 249,216 |                             | $ | 177,200             |         | $                  | 60,778 |       
|                         |                                     |              |         |                             |   |                     |         |                    |        |       

28

---

Credit Risk Management

The Bank attempts to manage the risk characteristics of its loan portfolio through various control processes, such as credit evaluation of borrowers,
establishment of lending limits and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, the Bank seeks to rely
primarily on the cash flow of its borrowers' as the principal source of repayment. Although credit policies are designed to minimize risk, management recognizes that loan losses will occur and the
amount of these losses will fluctuate depending on the risk characteristics of the loan portfolio as well as general and regional economic conditions.

The
allowance for loan losses represents a reserve for potential losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review
of all significant loans, with a particular emphasis on nonaccruing, past due and other loans that management believes require special attention.

For
significant problem loans, management's review consists of evaluation of the financial strengths of the borrower and the guarantor, the related collateral, and the effects of
economic conditions. Specific reserves against the remaining loan portfolio are based on analysis of historical loan loss ratios, loan chargeoffs, delinquency trends, previous collection experience,
and the risk rating on each individual loan along with an assessment of the effects of external economic conditions. "Allowance for Loan Loss Allocation," which is set forth below, indicates the
specific reserves allocated by loan type and also the general reserves included in the allowance for loan losses.

The
provision for loan losses is a charge to earnings in the current period to maintain the allowance at a level management has determined to be adequate based upon factors noted above.
The Company provided $2,175,000 for loan losses for the year ended December 31, 2002, as compared to $1,625,000 for the year ended December 31, 2001. The higher provision was primarily
the result of an increase in the coverage ratio of the allowance for loan losses to total loans to 1.35% as of December 32, 2002 from 1.18% as of December 31, 2001.

As
of December 31, 2002 the allowance for loan losses was $7,188,000, as compared with the December 31, 2001 balance of $5,524,000, an increase of $1,664,000 or 30.1%. Net
charge-offs of $511,000 and $442,000 were recognized for 2002 and 2001, respectively. Net charge-offs as a percentage of average loans remained at 0.10% for 2002 as well as
2001.

The
following table, "Allowance for Loan Losses" summarizes the allowance activities.

29

---

Allowance for Loan Losses

|                                                   |                                     | Years Ended December 31, |      
|-------------------------------------------------- | ----------------------------------- | ------------------------ | -----
|
|
|Allowance for loan losses, beginning of year       |                                     | $                        | 5,524
|                                                   |                                     |                          |      
|Loans charged off:                                 |                                     |                          |      
|                                                   | Commercial                          |                          |      
|                                                   | Commercial/Residential Construction |                          |      
|                                                   | Commercial Mortgages                |                          |      
|                                                   | Residential Construction-Consumer   |                          |      
|                                                   | Residential Mortgages               |                          |      
|                                                   | Consumer                            |                          |      
|                                                   |                                     |                          |      
|                                                   |                                     | Total loans charged off  |      
|                                                   |                                     |                          |      
|Recoveries                                         |                                     |                          |      
|                                                   | Commercial                          |                          |      
|                                                   | Commercial/Residential Construction |                          |      
|                                                   | Commercial Mortgages                |                          |      
|                                                   | Residential Construction-Consumer   |                          |      
|                                                   | Residential Mortgages               |                          |      
|                                                   | Consumer                            |                          |      
|                                                   |                                     |                          |      
|                                                   |                                     | Total recoveries         |      
|                                                   |                                     |                          |      
|Net chargeoffs                                     |                                     |                          | (511 
|                                                   |                                     |                          |      
|Provision for loan losses                          |                                     |                          | 2,175
|                                                   |                                     |                          |      
|Allowance for loan losses, end of year             |                                     | $                        | 7,188
|                                                   |                                     |                          |      
|Loans (net of premiums and discounts)              |                                     |                          |      
|                                                   | Period-end balance                  |                          | $    
|                                                   | Average balance during period       |                          |      
|Allowance as percentage of period-end loan balance |                                     |                          | 1.35%
|Percent of average loans:                          |                                     |                          |      
|                                                   | Provision for loan losses           |                          |      
|                                                   | Net chargeoffs                      |                          |      

Management's
judgment as to the level of future losses on existing loans is based on management's internal review of the loan portfolio, including an analysis of the borrowers' current
financial position, the consideration of current and anticipated economic conditions and their potential effects on specific borrowers. In determining the collectibility of certain loans, management
also considers the fair value of any underlying collateral. However, management's determination of the appropriate allowance level is based upon a number of assumptions about future events, which are
believed to be reasonable, but which may or may not prove valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that
additional increases in the allowance for loan losses will not be required.

As
a result of management's ongoing review of the loan portfolio, loans are classified as nonaccrual even though the presence of collateral or the borrowers financial strength may be
sufficient

30

---

to provide for ultimate repayment. Interest on non-accrual residential real estate loans is recognized only when received. The following table summarizes the allocation of allowance by
loan type.

Allocation of Allowance for Loan Losses (dollars in thousands)

|                                     |  | December 31, 2002 |       | December 31, 2001 |        | December 31, 2000
|------------------------------------ |  | ----------------- | ----- | ----------------- | ------ | -----------------
|
|Commercial Loans and Lines of Credit |  | $                 | 826   |                   | 11.5%  |                  
|Commercial/Residential Construction  |  |                   | 254   |                   | 3.5%   |                  
|Commercial Mortgages                 |  |                   | 1,632 |                   | 22.7%  |                  
|Residential Construction-Consumer    |  |                   | 2,128 |                   | 29.6%  |                  
|Residential Mortgages                |  |                   | 23    |                   | 0.3%   |                  
|Consumer                             |  |                   | 640   |                   | 8.9%   |                  
|Unallocated                          |  |                   | 1,685 |                   | 23.5%  |                  
|                                     |  |                   |       |                   |        |                  
|Total                                |  | $                 | 7,188 |                   | 100.0% |                  
|                                     |  |                   |       |                   |        |                  

|                                     |  | December 31, 1999 |       | December 31, 1998
|------------------------------------ |  | ----------------- | ----- | -----------------
|
|Commercial Loans and Lines of Credit |  | $                 | 1,264 |                  
|Commercial/Residential Construction  |  |                   | 156   |                  
|Commercial Mortgages                 |  |                   | 892   |                  
|Residential Construction-Consumer    |  |                   | 306   |                  
|Residential Mortgages                |  |                   | 90    |                  
|Consumer                             |  |                   | 123   |                  
|Unallocated                          |  |                   | 491   |                  
|                                     |  |                   |       |                  
|Total                                |  | $                 | 3,322 |                  
|                                     |  |                   |       |                  

Nonperforming Assets

|                                            |  | December 31,
|------------------------------------------- |  | ------------
|
|
|Loans on nonaccrual basis                   |  | $           
|Real estate acquired by foreclosure         |  |             
|                                            |  |             
|Total non-performing assets                 |  | $           
|                                            |  |             
|Loans past-due 90 days or more and accruing |  | $           

As
of December 31, 2002, the Company had approximately $1,278,000 in nonaccrual loans, as compared with $1,652,000 at December 31, 2001. The Company held other real estate
owned of $2,247,000 at December 31, 2002, compared to $2,683,000 at December 31, 2001. The decrease in nonaccrual loans resulted primarily from the resolution of one large loan which was
placed on accruing status during 2002, while the decline in other real estate owned resulted from increased sales of assets acquired in
foreclosure. Nonperforming assets, the total of nonaccrual loans and other real estate owned, decreased to 0.41% of total assets at December 31, 2002 from 0.56% of total assets at

31

---

December 31, 2001, reflecting the decline in the level of nonperforming assets coupled with higher total assets.

The
allowance for loan losses represented 203.9% of nonperforming assets as of December 31, 2002 compared to 127.4% as of December 31, 2001. At December 31, 2002,
the allowance for loan losses represented 562.4% of nonaccruing loans compared to 334.4% at December 31, 2001. Management believes the allowance for loan losses is adequate.

Capital Resources

Stockholders' equity totaled $51,126,000 as of December 31, 2002 as compared to $44,008,000 as of December 31, 2001, an increase of $7,118,000 or
16.2%. The increase resulted from the change in accumulated other comprehensive income of $2,965,000, the net retention of earnings of $3,904,000, and the issuance of additional capital of $249,000.
The change in accumulated other comprehensive income or (loss) reflects the increase in value of the Company's available for sale securities. As market interest rates declined throughout 2002, the
value of securities classified as available-for-sale increased.

Banking
regulatory authorities have implemented strict capital guidelines directly related to the credit risk associated with an institution's assets. Banks and financial holding
companies are required to maintain capital levels based on their "risk adjusted" assets so that categories of assets with higher "deemed" credit risks will require more capital support than assets
with lower risk. Additionally, capital must be maintained to support certain off-balance sheet instruments.

To
date, the Company has provided its capital requirements mainly through the funds received for its stock offerings. In the future, the Company may consider raising capital from time to
time through an offering of common stock or other securities. As reflected in the table for "Capital Ratios", the Company exceeded its capital adequacy requirements as of December 31, 2002 and
2001 and met the requirement for "well capitalized" under Federal Banking Regulation. The Company continually monitors its capital adequacy ratios to ensure that the Company exceeds regulatory capital
requirements.

In
December 2002, Mariner Capital Trust II, a wholly owned subsidiary of the Company, issued $10,000,000 of Variable Rate Preferred Securities due in December 2032. The
entire amount of this issuance is included as additional total capital as of December 31, 2002. See note 9 of the Consolidated Financial Statements for more information concerning the
Company's preferred securities.

Capital
is classified as Tier 1 capital (common stockholders' equity less certain intangible assets plus a portion of the trust preferred securities) and Total Capital (Tier 1 plus the
allowed portion of the allowance for loan losses and the portion of trust preferred securities not included in Tier 1 capital). Minimum required levels must at least equal 4% for Tier 1 capital and 8%
for Total Capital. In addition, institutions must maintain a minimum of 4% leverage capital ratio (Tier 1 capital to average total assets for the previous quarter).

The
Company's capital position is presented in the following table:

Capital Ratios

|                                       |  | December 31, |  | Minimum
Requirements
for Capital
Adequacy Purposes |  | To be Well
Capitalized Under
Prompt Corrective
Action Provision
|-------------------------------------- |  | ------------ |  | -------------------------------------------------- |  | ---------------------------------------------------------------
|
|Total capital to risk weighted assets  |  | 13.3%        |  | 12.9%                                              |  | 12.3%                                                          
|Tier 1 capital to risk weighted assets |  | 9.9%         |  | 10.7%                                              |  | 9.0%                                                           
|Tier 1 capital leverage ratio          |  | 7.8%         |  | 8.0%                                               |  | 6.0%                                                           

The
Bank also maintains capital levels which qualify for "Well Capitalized" status under current regulatory guidelines. See note 14 to the consolidated financial statements for
more detailed information on the Bank's capital adequacy ratios.

32

---



Interest Rate Sensitivity and Liquidity

Interest rate sensitivity is an important factor in the management of the composition and maturity configurations of earning assets and funding sources. The
primary objective of asset/liability management is to ensure the steady growth of the Company's primary earnings component, net interest income. Net interest income can fluctuate with significant
interest rate movements. To lessen the impact of interest rate movements, management endeavors to structure the statement of financial condition so that repricing opportunities exist for both assets
and liabilities in roughly equivalent amounts at approximately the same time intervals. Imbalances in these repricing opportunities at any point in time constitute interest rate sensitivity.

The
measurement of the Company's interest rate sensitivity, or "gap," is one of the principal techniques used in asset/liability management. Interest sensitive gap is the dollar
difference between assets and liabilities which are subject to interest rate pricing within a given time period, including both floating rate or adjustable rate instruments and instruments which are
approaching maturity.

The
Company's management and the board of directors oversee the asset/liability management function and meet periodically to monitor and manage the statement of financial condition,
control interest rate exposure, and evaluate pricing strategies for the Company. The asset mix of the statement of financial condition is continually evaluated in terms of several variables: yield,
credit quality, appropriate funding sources and liquidity. Management of the liability mix of the statement of financial condition focuses on expanding the various funding sources.

In
theory, interest rate risk can be diminished by maintaining a nominal level of interest rate sensitivity. In practice, this is made difficult by a number of factors including cyclical
variation in loan demand, different impacts on interest-sensitive assets and liabilities when interest rates change, and the availability of funding sources. Accordingly, the Company undertakes to
manage the interest rate sensitivity gap by adjusting the maturity of and establishing rates on the earning asset portfolio and certain interest-bearing liabilities commensurate with management's
expectations relative to market interest rates. Additionally, management may employ the use of off balance sheet instruments, such as interest rate swap or caps, to manage its exposure to interest
rate movements. Management generally attempts to maintain a balance between rate-sensitive assets and liabilities as the exposure period is lengthened to minimize the overall interest rate
risk to the Company.

The
interest rate sensitivity position as of December 31, 2002 is presented in the table, "Rate Sensitivity Analysis" below. Assets and liabilities are scheduled based on maturity
or repricing data except for mortgage loans and mortgage backed securities which are based on prevailing prepayments assumptions and core deposits which are based on core deposit studies done for
banks in the Mid-Atlantic region. The difference between rate-sensitive assets and rate-sensitive liabilities or the interest rate sensitivity gap, is shown at the
bottom of the table. As of December 31, 2002, the Company's interest sensitive assets exceeded interest sensitive liabilities within a one year period by $217,094,000 or 24.9% of total assets.
As of December 31, 2001, interest rate sensitive assets exceeded interest-sensitive liabilities by $121,911,000 or 15.7%. The change in the interest rate sensitivity gap occurred due to growth
in core deposits which are less rate sensitive, growth in time deposits with maturities in excess of one year, which funded increases in short term investments and interest bearing deposits, and
growth in loans with maturities or repricing opportunities less than one year.

In
addition to the use of interest rate sensitivity reports, the Company tests its interest rate sensitivity through the deployment of simulation analysis. Earnings simulation models are
used to estimate what effect specific interest rate changes would have the Company's net interest income and net income. Simulation analysis provides a more rigorous and dynamic measure of interest
sensitivity. Derivative financial instruments, such as interest rate caps, are included in the analysis. Changes in prepayments have been included where changes in behavior patterns are assumed to be
significant to the simulation, particularly mortgage related assets. Call features on certain securities and borrowings

33

---

are based on their call probability in view of the projected rate change, and pricing features such as interest rate floors are incorporated. At December 31, 2002, the Company's estimated
earnings sensitivity profile reflected minimal sensitivity to interest rate changes. Based on an assumed increase of 200 basis points over a one year period, the Company's net interest income would
decrease by 4% if rates were to decrease, and it would increase by 0% if rates were to increase.

Rate Sensititivity Analysis

|                                                             |                           | As of December 31, 2002           
|------------------------------------------------------------ | ------------------------- | ----------------------------------
|
|
|Interest-earning assets:                                     |                           |                                   
|                                                             | Interest-bearing deposits |                                   
|                                                             | Investment securities     |                                   
|                                                             | Loans held for sale       |                                   
|                                                             | Loans                     |                                   
|                                                             |                           |                                   
|                                                             |                           | Total interest-earnings assets    
|                                                             |                           |                                   
|Interest-bearing liabilities:                                |                           |                                   
|                                                             | Savings                   |                                   
|                                                             | NOW accounts              |                                   
|                                                             | Money market accounts     |                                   
|                                                             | Certificates              |                                   
|                                                             | Borrowings                |                                   
|                                                             |                           |                                   
|                                                             |                           | Total interest-bearing liabilities
|                                                             |                           |                                   
|Interest rate sensitive gap                                  |                           | $                                 
|                                                             |                           |                                   
|Cumulative interest rate gap                                 |                           | $                                 
|                                                             |                           |                                   
|Ratio of rate sensitive assets to rate sensitive liabilities |                           |                                   
|                                                             |                           |                                   

Liquidity
describes the ability of the Company and the Bank to meet the financial obligations that arise out of the ordinary course of business. Liquidity is primarily needed to meet the
borrowing and deposit withdrawal requirements of the Bank's customers and to fund current and planned expenditures. Liquidity is derived from increased customer deposits, the maturity distribution of
the investment portfolio, loan repayment and income from earning assets. The Company's loan to deposit ratio was 79.9% and 78.0% for December 31, 2002 and 2001, respectively. Funds received
from new and existing depositors, provided a large source of liquidity for the years ended December 31, 2002 and 2001. The Bank seeks to rely primarily on core deposits from customers to
provide stable and cost-effective sources of funding to support loan growth. The Bank also seeks to augment such deposits with longer term and higher yielding certificates of deposit. CD's
of $100,000 or more are summarized by maturity in the table, "Maturity of Time Deposits $100,000 or More", below. To the extent that deposits are not adequate to fund customer loan demand, liquidity
needs can be met in the short-term funds market. Longer term funding requirements can be obtained through advances from the Federal Home Loan Bank ("FHLB"). The Bank maintains lines of
credit with the FHLB of $130,000,000, with a remaining availability of $70,000,000. The Bank maintains other lines of credit totaling $220,000,000. Most borrowing facilities require the pledging of
certain qualifying assets in order to access funding. As

34

---

of December 31, 2002, the Company's borrowing capacity totaled $85,000,000 based upon qualifying assets which are not currently pledged.

The
Company maintained short-term interest-bearing deposits totaling $40,132,000 compared to $38,618,000. These deposits have immediate availability to meet
short-term funding needs. Also, the Bank's investment securities portfolio includes $73,842,000 of mortgage-backed securities which provide significant cash flow each month. The entire
investment portfolio is classified as available for sale, is highly marketable, and available to meet liquidity needs. Loans held for sale, which totaled $93,098,000 at December 31, 2002 are
committed to be sold into the secondary market and generally are funded within 60 days. The Bank's residential real estate portfolio includes loans, which are underwritten to secondary market
criteria and provide an additional source of liquidity. Additionally, the Bank's residential construction loan portfolio provides a source of liquidity as construction periods generally range from
6-12 months, and these loans are subsequently financed with permanent first mortgages and sold into the secondary market.

In
the ordinary course of its business, the Company makes commitments to fund approved loans or make material commitments for capital expenditures such as new facilities or computer
systems. As of December 31, 2002, the Company had outstanding loan commitments of $161,660,000 and no commitments for material capital expenditures. At December 31, 2001 unfunded loan
commitments were $189,718,000 and commitments for the purchase of capital expenditures were $780,000. Management is not aware of any known trends, demands, commitments, or uncertainties that are
reasonably likely to result in material changes in liquidity.

Deposits

The Bank uses deposits as the primary source of funding of its loans. The following table describes the maturity of time deposits of $100,000 or more at the dates
indicated.

Maturity of Time Deposits $100,000 or More

|               |  | December 31,
|-------------- |  | ------------
|
|
|Under 3 months |  | $           
|3 to 6 months  |  |             
|6 to 12 months |  |             
|Over 12 months |  |             
|               |  |             
|Total          |  | $           
|               |  |             

The
Bank offers individuals and businesses a wide variety of accounts. These accounts include checking, savings, money market and CD's and are obtained primarily from communities which
the Bank serves. The Bank holds no brokered deposits. The following table details the average amount, the average rate paid and the percentage of each category to total deposits for the years ended
December 31, 2002, 2001 and 2000.

35

---

Average Deposit Composition and Cost

|                                      |  | Year Ended December 31, 2002
|------------------------------------- |  | ----------------------------
|
|
|NOW and money market savings deposits |  | $                           
|Regular savings deposits              |  |                             
|Time deposits                         |  |                             
|                                      |  |                             
|Total interest-bearing deposits       |  |                             
|                                      |  |                             
|Noninterest-bearing demand deposits   |  |                             
|                                      |  |                             
|Total deposits                        |  | $                           
|                                      |  |                             

|                                      |  | Year Ended December 31, 2001
|------------------------------------- |  | ----------------------------
|
|
|NOW and money market savings deposits |  | $                           
|Regular savings deposits              |  |                             
|Time deposits                         |  |                             
|                                      |  |                             
|Total interest-bearing deposits       |  |                             
|                                      |  |                             
|Noninterest-bearing demand deposits   |  |                             
|                                      |  |                             
|Total deposits                        |  | $                           
|                                      |  |                             

|                                    |  | Year Ended December 31, 2000
|----------------------------------- |  | ----------------------------
|
|
|NOW & money market savings deposits |  | $                           
|Regular savings deposits            |  |                             
|Time deposits                       |  |                             
|                                    |  |                             
|Total interest-bearing deposits     |  |                             
|                                    |  |                             
|Noninterest-bearing demand deposits |  |                             
|                                    |  |                             
|Total deposits                      |  | $                           
|                                    |  |                             

Total
deposits as of December 31, 2002 were $668,169,000 compared to $600,588,000 as of December 31, 2001, an increase of $67,581,000. Rates paid on deposits decreased
significantly with the overall decrease in market interest rates. Most categories of deposits increased, with the largest growth occurring in time deposits and noninterest bearing demand deposits.
These increases reflect management's growth strategy, which includes significant marketing and promotion, cross-selling, product development, and the development of a bank branch network.

36

---

Investment Securities

The following table presents the composition of the Company's securities portfolio as of December 31, 2002, 2001 and 2000:

|                                               |  | December 31,
|---------------------------------------------- |  | ------------
|
|
|Investment securitiesavailable for sale:      |  |             
|Mortgage-backed securities                     |  | $           
|Trust preferred securities                     |  |             
|US Government agency bonds                     |  |             
|US Treasury securities                         |  |             
|Equity securities                              |  |             
|Foreign Government Bonds                       |  |             
|Other investment securities                    |  |             
|                                               |  |             
|Total investment securitiesavailable-for-sale |  | $           
|                                               |  |             

The
investment portfolio at December 31, 2002, is comprised of highly marketable securities, with over 60% secured by the U.S. Government or U.S. Government agencies.
Mortgage-backed securities decreased during 2002 as prepayments of principal on these securities increased significantly. The maturity structure of the investment portfolio is significantly influenced
by the level of prepayment activity on mortgage-backed investments. At December 31, 2002, the average duration of the portfolio was 3.33 years reflecting current projections which
predict a higher level of prepayments on mortgage-backed investments. Investments in trust preferred securities, corporate obligations and common stocks totaled $39,944,000 as of December 31,
2002. The credit risk associated with these investments is regularly monitored by management and risk is diversified as the maximum exposure to any one issuer is less than 4% of total investment
securities.

Borrowings and Repurchase Agreements

Borrowings consist of short-term promissory notes issued to certain qualified investors and advances from the Federal Home Loan Bank of Atlanta
("FHLB"). The short-term promissory notes are in the form of commercial paper, which reprice daily and have maturities of 270 days or less. Advances from FHLB may be in the form of
short-term or long-term obligations. Short-term advances have maturities for one year or less and can be paid without penalty. Long-term borrowings
through the FHLB have original maturities up to ten years and generally contain prepayment penalties.

Total
borrowings and repurchase agreements increased by $6,500,000 or 6.0%. The increase resulted from growth in short-term promissory notes. Long-term repurchase
agreements and long-term FHLB advances remained unchanged from December 31, 2001.

Repurchase
agreements may be short-term or long-term, are priced at origination and cannot be prepaid without penalty. Total repurchase agreements remained
unchanged. See note 8 of the consolidated financial statements for more information concerning borrowings and repurchase agreements.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented elsewhere herein have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to
inflation. The impact of inflation is

37

---

reflected in the increased cost of the Company's operations. Unlike most industrial companies, nearly all the assets of the Company are monetary in nature. As a result, interest rates have a greater
impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and
services.

Financial Review 2001/2000

For the year ended December 31 2001, the Company recorded net income of $2,304,000 or $0.58 per basic share, compared to net income of $640,000 income or
$0.20 per basic share in 2000. Results for 2001 reflect the completion of the Company's infrastructure and slowing the rate of branch growth which reduced the growth rate of expenses and resulted in
higher levels of earnings.

Net
interest income for 2001 increased $4,854,000 or 23.1% from 2000, due to growth in average earning assets of $54,222,000 or 8.8% over the prior year. The net interest margin
increased 45 basis points to 3.86% in 2001 compared to 3.41% in 2000.

The
provision for loan losses increased to $1,625,000 in 2001 from $1,105,000 in 2000. The allowance for loan losses at December 31, 2001 represented 1.18% of loans outstanding,
an increase from December 31, 2000 of 1.01% of loans outstanding. Net chargeoffs were $442,000 in 2001 compared to $86,000 in 2000.

Total
noninterest income increased 20.4% to $10,741,000. The increase was mostly due to an increase in service fees on deposits and ATM fees of 12.0% as a result of increases in demand
deposit account volume of 20.2% and some pricing increases. Mortgage banking revenue and gains on sales of mortgage loans increased $691,000 due to higher mortgage loan origination volume which
increased 95% from 2000 to 2001. Other sources of noninterest income increased due to higher commissions from the sale of non-deposit investment products ($500,000) and higher revenue from
sales and issuances of official checks ($233,000).

The
Company's noninterest expense growth was 12.6% to $31,296,000 in 2001. Salaries and benefits increased 9.4% to $14,629,000 as a result of additional staffing in the retail branches
and mortgage banking offices due to the Bank's expansion programs. Also, additional employees were added to support the loan and deposit growth. Occupancy cost grew by 14.7% or $575,000. This increase
was due to the addition of mortgage loan offices and costs to terminate leases of two supermarket branches. Advertising expense grew by $18,000 or 1.7% as most major advertising programs were
continued in 2001. The increase in other expenses is primarily due to higher costs of other real estate owned, deposit insurance increases, increase bank security expenses and higher printing and
office supplies.

The
Company recorded an income tax expense of $1,390,000 in 2001, compared to $400,000 recorded in 2000. The effective income tax rate for 2001 was 37.6% compared to 38.5% for 2000.

ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Interest Rate Sensitivity and Liquidity" in Item 7 on page 33 of this Form 10-K.

ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

38

---



Independent Auditors' Report

[STEGMAN &
COMPANY LOGO]

Audit
Committee of the Board of Directors and Stockholders
First Mariner Bancorp
Baltimore, Maryland

We
have audited the accompanying consolidated statements of financial condition of First Mariner Bancorp and subsidiaries (the "Company") as of December 31, 2002 and 2001 and the
related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2002 and
2001, and the results of their operations and cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the
United States of America.



Baltimore,
Maryland
February 14, 2003

39

---



FIRST MARINER BANCORP AND SUBSIDIARIES  Consolidated Statements of Financial Condition

|                                             |                                                                                                                                 | December 31, |        
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ------------ | -------
|
|
|ASSETS                                       |                                                                                                                                 |              |        
|Cash and due from banks                      |                                                                                                                                 | $            | 35,674 
|Interest-bearing deposits                    |                                                                                                                                 |              | 40,132 
|Available-for-sale securities, at fair value |                                                                                                                                 |              | 127,810
|Loans held for sale                          |                                                                                                                                 |              | 93,098 
|Loans receivable                             |                                                                                                                                 |              | 533,965
|Allowance for loan losses                    |                                                                                                                                 |              | (7,188 
|                                             |                                                                                                                                 |              |        
|Loans, net                                   |                                                                                                                                 |              | 526,777
|Other real estate owned                      |                                                                                                                                 |              | 2,247  
|Restricted stock investments                 |                                                                                                                                 |              | 3,290  
|Property and equipment, net                  |                                                                                                                                 |              | 17,571 
|Accrued interest receivable                  |                                                                                                                                 |              | 4,540  
|Deferred income taxes                        |                                                                                                                                 |              | 1,619  
|Prepaid expenses and other assets            |                                                                                                                                 |              | 17,434 
|                                             |                                                                                                                                 |              |        
|                                             | Total assets                                                                                                                    |              | $      
|                                             |                                                                                                                                 |              |        
|LIABILITIES AND STOCKHOLDERS' EQUITY         |                                                                                                                                 |              |        
|Liabilities:                                 |                                                                                                                                 |              |        
|                                             | Deposits                                                                                                                        |              | $      
|                                             | Borrowings                                                                                                                      |              |        
|                                             | Repurchase agreements                                                                                                           |              |        
|                                             | Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely debentures of the Company      |              |        
|                                             | Accrued expenses and other liabilities                                                                                          |              |        
|                                             |                                                                                                                                 |              |        
|                                             | Total liabilities                                                                                                               |              |        
|                                             |                                                                                                                                 |              |        
|Stockholders' equity:                        |                                                                                                                                 |              |        
|                                             | Common stock, $.05 par value; 20,000,000 shares authorized; 5,394,586 and 5,367,270 shares issued and outstanding, respectively |              |        
|                                             | Accumulated other comprehensive income (loss)                                                                                   |              |        
|                                             | Additional paid-in capital                                                                                                      |              |        
|                                             | Retained earnings (deficit)                                                                                                     |              |        
|                                             |                                                                                                                                 |              |        
|                                             | Total stockholders' equity                                                                                                      |              |        
|                                             |                                                                                                                                 |              |        
|                                             | Total liabilities and stockholders' equity                                                                                      |              | $      
|                                             |                                                                                                                                 |              |        

See
accompanying notes to consolidated financial statements.

40

---



FIRST MARINER BANCORP AND SUBSIDIARIES  Consolidated Statements of Operations

|                                                    |                                                | For the Years Ended December 31,
|--------------------------------------------------- | ---------------------------------------------- | --------------------------------
|
|
|Interest income:                                    |                                                |                                 
|                                                    | Loans                                          |                                 
|                                                    | Investment securities and other earning assets |                                 
|                                                    |                                                |                                 
|Total interest income                               |                                                |                                 
|                                                    |                                                |                                 
|Interest expense:                                   |                                                |                                 
|                                                    | Deposits                                       |                                 
|                                                    | Borrowed funds and other                       |                                 
|                                                    |                                                |                                 
|Total interest expense                              |                                                |                                 
|                                                    |                                                |                                 
|Net interest income                                 |                                                |                                 
|Provision for loan losses                           |                                                |                                 
|                                                    |                                                |                                 
|Net interest income after provision for loan losses |                                                |                                 
|                                                    |                                                |                                 
|Noninterest income:                                 |                                                |                                 
|                                                    | Gain on sale of loans                          |                                 
|                                                    | Service fees on deposits                       |                                 
|                                                    | ATM Fees                                       |                                 
|                                                    | Gain on sale of investment securities, net     |                                 
|                                                    | Other mortgage banking fees                    |                                 
|                                                    | Other                                          |                                 
|                                                    |                                                |                                 
|Total noninterest income                            |                                                |                                 
|                                                    |                                                |                                 
|Noninterest expenses:                               |                                                |                                 
|                                                    | Salaries and employee benefits                 |                                 
|                                                    | Net occupancy                                  |                                 
|                                                    | Furniture, fixtures and equipment              |                                 
|                                                    | Professional services                          |                                 
|                                                    | Advertising                                    |                                 
|                                                    | Data processing                                |                                 
|                                                    | Other                                          |                                 
|                                                    |                                                |                                 
|Total noninterest expenses                          |                                                |                                 
|                                                    |                                                |                                 
|Income before income taxes                          |                                                |                                 
|Income tax expense                                  |                                                |                                 
|                                                    |                                                |                                 
|Net income                                          |                                                | $                               
|                                                    |                                                |                                 
|Net income per common share:                        |                                                |                                 
|                                                    | Basic                                          |                                 
|                                                    | Diluted                                        |                                 

See
accompanying notes to consolidated financial statements.

41

---



FIRST MARINER BANCORP  Consolidated Statements of Changes in Stockholders' Equity

|                                              |  | For the Years Ended December 31, 2002, 2001 and 2000 | 
|--------------------------------------------- |  | ---------------------------------------------------- | 
|
|
|Balance at January 1, 2000                    |  | 3,166,813                                            | 
|Common stock issued, net of costs of issuance |  | 443,995                                              | 
|Net income                                    |  |                                                     | 
|Other comprehensive income                    |  |                                                     | 
|Cash dividends ($0.02 per share)              |  |                                                     | 
|                                              |  |                                                      | 
|Balance at December 31, 2000                  |  | 3,610,808                                            | 
|Common stock issued, net of costs of issuance |  | 1,756,462                                            | 
|Net income                                    |  |                                                     | 
|Other comprehensive income                    |  |                                                     | 
|                                              |  |                                                      | 
|Balance at December 31, 2001                  |  | 5,367,270                                            | 
|Common stock issued, net of costs of issuance |  | 27,316                                               | 
|Net income                                    |  |                                                     | 
|Other comprehensive income                    |  |                                                     | 
|                                              |  |                                                      | 
|Balance at December 31, 2002                  |  | 5,394,586                                            | 
|                                              |  |                                                      | 

See
accompanying notes to consolidated financial statements

42

---



FIRST MARINER BANCORP AND SUBSIDIARIES  Consolidated Statements of Cash Flows

|                                                                              |                                                                           | For The Year Ended December 31, |        
|----------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------------- | -------
|
|
|Cash Flows From Operating Activities:                                         |                                                                           |                                 |        
|Net income                                                                    |                                                                           | $                               | 3,904  
|Adjustments to reconcile net income to net cash used by operating activities: |                                                                           |                                 |        
|                                                                              | Depreciation and amortization                                             |                                 |        
|                                                                              | Capitalizated interest                                                    |                                 |        
|                                                                              | Amortization of unearned loan fees and costs, net                         |                                 |        
|                                                                              | Amortization of premiums and discounts on loans                           |                                 |        
|                                                                              | Amortization of premiums and discounts on mortgage-backed securities, net |                                 |        
|                                                                              | Gain on securities                                                        |                                 |        
|                                                                              | Gain on other real estate owned                                           |                                 |        
|                                                                              | Valuation allowance of other real estate owned                            |                                 |        
|                                                                              | Deferred income taxes                                                     |                                 |        
|                                                                              | (Increase) decrease in accrued interest receivable                        |                                 |        
|                                                                              | Provision for loan losses                                                 |                                 |        
|                                                                              | Increase in mortgage loans held-for-sale                                  |                                 |        
|                                                                              | Decrease in loan sales received in advance                                |                                 |        
|                                                                              | Increase in accrued expenses and other liabilities                        |                                 |        
|                                                                              | Net increase in prepaids and other assets                                 |                                 |        
|                                                                              |                                                                           |                                 |        
|Net cash used in operating activities                                         |                                                                           |                                 | (7,899 
|                                                                              |                                                                           |                                 |        
|Cash flows from investing activities:                                         |                                                                           |                                 |        
|                                                                              | Loan disbursements, net of principal repayments                           |                                 |        
|                                                                              | Purchases of property and equipment                                       |                                 |        
|                                                                              | Sales (purchases) of Federal Home Loan Bank of Atlanta stock              |                                 |        
|                                                                              | Purchase of Atlantic Central Bank stock                                   |                                 |        
|                                                                              | Purchases of available for sale securities                                |                                 |        
|                                                                              | Sales of available for sale securities                                    |                                 |        
|                                                                              | Principal repayments of available for sale securities                     |                                 |        
|                                                                              | Maturities of available for sale securities                               |                                 |        
|                                                                              | Construction disbursements-other real estate owned                        |                                 |        
|                                                                              | Sales of other real estate owned                                          |                                 |        
|                                                                              |                                                                           |                                 |        
|Net cash (used in) provided by investing activities                           |                                                                           |                                 | (72,007
|                                                                              |                                                                           |                                 |        
|Cash flows from financing activities:                                         |                                                                           |                                 |        
|                                                                              | Net increase in deposits                                                  |                                 |        
|                                                                              | Net increase (decrease) in other borrowings                               |                                 |        
|                                                                              | Proceeds from advances from Federal Home Loan Bank of Atlanta             |                                 |        
|                                                                              | Repayment of advances from Federal Home Loan Bank of Atlanta              |                                 |        
|                                                                              | Proceeds from stock issuance, net                                         |                                 |        
|                                                                              | Cash dividends                                                            |                                 |        
|                                                                              |                                                                           |                                 |        
|Net cash provided by financing activities                                     |                                                                           |                                 | 84,330 
|                                                                              |                                                                           |                                 |        
|Increase (decrease) in cash and cash equivalents                              |                                                                           |                                 | 4,424  
|Cash and cash equivalents at beginning of period                              |                                                                           |                                 | 71,382 
|                                                                              |                                                                           |                                 |        
|Cash and cash equivalents at end of period                                    |                                                                           | $                               | 75,806 
|                                                                              |                                                                           |                                 |        
|Supplemental information:                                                     |                                                                           |                                 |        
|                                                                              | Interest paid on deposits and borrowed funds                              |                                 | $      
|                                                                              | Real estate acquired in satisfaction of loans                             |                                 |        
|                                                                              | Income taxes paid                                                         |                                 |        

See accompanying notes to consolidated financial statements.

43

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FIRST MARINER BANCORP AND SUBSIDIARIES        Notes to Consolidated Financial Statements        For the Years Ended December 31, 2002, 2001 and 2000

(1)  Summary of Significant Accounting Policies

(a)  Organization and Basis of Presentation

First Mariner Bancorp (the "Company") is a financial holding company incorporated under the laws of the State of Maryland. The Company headquartered in Baltimore,
Maryland, was organized as "MarylandsBank Corp." in May 1994. The Company's name was changed to "First Mariner Bancorp" in May 1995. The Company owns 100% of common stock of First
Mariner Bank (the "Bank") and Finance Maryland, LLC ("Finance Maryland").

The
consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in
consolidation. Certain reclassifications have been made to amounts previously reported to conform with classifications made in 2002.

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates
that are particularly
susceptible to significant change in the near term relate to the determination of the allowance for loan losses. In connection with these determinations, management evaluates historical trends and
ratios and where appropriate obtains independent appraisals for significant properties and prepares fair value analyses. Actual results could differ significantly from those estimates.

(b)  Loans Receivable

Loans receivable are stated at their principal balance outstanding net of related deferred fees and costs. Interest income on loans is accrued at the contractual
rate based on the principal outstanding. Loans are placed in nonaccrual status when they are past due 90 days as to either principal or interest, unless the loan is well secured and in the
process of collection or earlier when, in the opinion of management, the collection of principal and interest is in doubt. A loan remains in nonaccrual status until the loan is current as to payment
of both principal and interest and the borrower demonstrates the ability to pay and remain current. Loans are charged-off when a loan or a portion thereof is considered uncollectible.

The
Company identifies impaired loans and measures impairment (i) at the present value of expected cash flows discounted at the loan's effective interest rate; (ii) at the
observable market price, or (iii) at the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan,
an impairment loss is recognized through a valuation allowance and corresponding charge to provision for loan losses. The Company does not apply these provisions to larger groups of smaller-balance
homogeneous loans such as consumer installment, residential first and second mortgage loans and credit card loans. These loans are collectively evaluated for impairment.

A
loan is determined to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual
terms of the loan agreement. A loan is not considered impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest past-due. The
Company generally considers a period of delay in payment to include delinquency up to 90 days.

44

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When
the ultimate collectibility of an impaired loan's principal is in doubt, wholly or partially, all cash receipts are applied to principal. Once the recorded principal balance has
been reduced to zero, future cash receipts are applied to interest income, to the extent any interest has been foregone, and then they are recorded as recoveries of any amounts previously charged off.
When this doubt no longer exists, cash receipts are applied under the contractual terms of the loan agreements. Origination and commitment fees and direct origination costs on loans held for
investment are deferred and amortized to income over the contractual lives of the related loans using the interest method. Under certain circumstances, commitment fees are recognized over the
commitment period or upon expiration of the commitment. Fees to extend loans three months or less are recognized in income upon receipt. Unamortized loan fees are recognized in income when the related
loans are sold or prepaid.

(c)  Loans Held for Sale

Loans originated for sale are carried at the lower of aggregate cost or market value. Market value is determined based on outstanding investor commitments or, in
the absence of such commitments, based on current investor yield requirements. Gains and losses on loan sales are determined using the specific identification method.

(d)  Investment Securities

Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Debt
and equity securities are classified as trading securities if bought and held principally for the purpose of selling them in the near term. Trading securities are reported at estimated fair value,
with unrealized gains and losses included in earnings. Debt securities not classified as held to maturity and debt and equity securities not classified as trading securities are considered available
for sale and are reported at estimated fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity, net of tax effects, in
accumulated other comprehensive income.

The
Company designates securities into one of the three categories at the time of purchase. If a decline in value of an individual security classified as held to maturity or available
for sale is judged to be other than temporary, the cost basis of that security is reduced to its fair value and the amount of the write-down is reflected in earnings. Estimated fair value
is determined based on bid prices published in financial newspapers or bid quotations received from securities dealers. Gains or losses on the sales of investments are calculated using a specific
identification basis and are determined on a trade-date basis. Premiums and discounts on investment and mortgage-backed securities are amortized over the term of the security using methods
that approximate the interest method.

(e)  Other Real Estate Owned

Other real estate owned is recorded at the lower of cost or estimated fair value on their acquisition dates and at the lower of such initial amount or estimated
fair value less selling costs thereafter. Subsequent write-downs are included in noninterest expense, along with operating income net of related expenses of such properties and gains or losses
realized upon disposition.

(f)    Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are accumulated using
straight-line and accelerated methods over the

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estimated useful lives of the assets. Additions and betterments are capitalized and charges for repairs and maintenance are expensed when incurred. The cost and accumulated depreciation or
amortization is eliminated from the accounts when an asset is sold or retired and the resultant gain or loss is credited or charged to income. Property and equipment have estimated useful lives of 3
to 39 years.

(g)  Allowance for Loan Losses

The allowance for loan losses represents an amount which, in management's judgment, will be adequate to absorb probable losses on existing loans that may become
uncollectible. The allowance for loan losses consists of an allocated component and an unallocated component. The components of the allowance for loan losses represent an estimation done pursuant to
either Statement of Financial Accounting Standards ("SFAS") No. 5,Accounting for Contingencies,or SFAS No. 114, Accounting by Creditors for Impairment of a
Loan.The adequacy of the allowance for loan losses is determined through careful and continuous review and
evaluation of the loan portfolio and involves the balancing of factors as outlined below to establish a prudent level. Loans deemed uncollectible are charged against, while recoveries are credited to,
the allowance. Management adjusts the level of the allowance through the provision for loan losses, which is recorded as a current period operating expense. The Company's methodology for assessing the
appropriateness of the allowance consists of several key elements, which include the formula allowance, specific allowance and the unallocated allowance.

The
formula allowance is calculated by applying loss factors to corresponding categories of outstanding homogenious loans. Loss factors are based on the Company's historical loss
experience. The use of these loss factors is intended to reduce the difference between estimated losses inherent in the portfolio and observed losses.

Specific
allowances are established in cases where management has identified significant conditions or circumstances related to a loan that leads management to believe the probability
that a loss may be incurred in an amount different from the amount determined by formula allowance calculation. Management assigns a grade to each loan in this category based on an evaluation of each
individual loan. Loss factors are set by management to reflect its assessment of the relative level of risk inherent in each grade.

The
unallocated allowance is based upon management's evaluation of various conditions that are not directly measured in the determination of the formula and specific allowances. Such
conditions include general economic and business conditions affecting key lending areas, credit quality trends (including trends in delinquencies and nonperforming loans expected to result from
existing conditions), loan volumes and concentrations, specific industry conditions within portfolio categories, recent loss experience in particular loan categories, duration of the current business
cycle, bank regulatory examination results, findings of internal loan examiners, and management's judgment with respect to
various other conditions including loan administration and management and the quality of risk identification systems. Executive management reviews these conditions quarterly.

Management
believes that the allowance for loan losses is adequate. However, the determination of the allowance requires significant judgment, and estimates of probable losses inherent
in the loan portfolio can vary significantly from the amounts actually observed. While management uses available information to recognize probable losses, future additions to the allowance may be
necessary based on changes in the loans comprising the loan and lease portfolio and changes in the financial condition of borrowers which may result from changes in economic conditions. In addition,
various regulatory agencies, as an integral part of their examination process, periodically review the Bank's loan portfolio

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and allowance for loan losses. Such review may result in recognition of additions to the allowance based on their judgments of information available to them at the time of their examination.

(h)  Comprehensive Income

Comprehensive income includes all changes in stockholders' equity during a period, except those relating to investments by and distributions to stockholders. The
Company's comprehensive income consists of net earnings and unrealized gains and losses on securities available-for-sale and is presented in Note 17. Accumulated other
comprehensive income is displayed as a separate component of stockholders' equity.

(i)    Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences between financial statement carrying amounts and the tax bases of assets
and liabilities. Deferred income taxes are provided on income and expense items when they are reported for financial statement purposes in periods different from the periods in which these items are
recognized in the income tax returns. Deferred tax assets are recognized only to the extent that it is more likely than not that such amounts will be realized based upon consideration of available
evidence, including tax planning strategies and other factors.

(j)    Statements of Cash Flows

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. For reporting purposes assets grouped
in the Statement of Condition under the captions "Cash and Due from Banks" and "Interest-bearing deposits" are considered cash or cash equivalents.

(k)  Net Income Per Share

Basic earnings per share (EPS) is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding
during the year. Diluted EPS is computed after adjusting the denominator of the basic EPS computation for the effect of all dilutive potential common shares outstanding during the period. The dilutive
effects of options, warrants and their equivalents are computed under the "treasury stock" method, and are provided in Note 13.

(l)    Stock-Based Compensation

The Company uses the intrinsic value method to account for stock-based employee compensation plans. Under this method, compensation cost is recognized for awards
of shares of common stock to employees only if the quoted market price of the stock at the grant date (or other measurement date, if later) is greater than the amount the employee must pay to acquire
the stock. Information concerning the pro forma effects of using an optional fair value-based method to account for stock-based employee compensation plans is provided in note 10.

47

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(m)  Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of assets acquired in business combinations accounted for under the purchase method over the fair value of the net
assets at dates of acquisition and other identifiable intangible assets. Goodwill is tested for impairment on an annual basis.

(n)  Loan Servicing

The cost of excess servicing receivables is amortized in proportion to, and over the period of, estimated net servicing revenue. Impairment of mortgage servicing
receivables is assessed based on the fair value of those rights. Fair values are estimated using discounted cash flows based on a current market interest rate. The amount of the impairment recognized
is the amount by which the capitalized excess servicing receivables exceed their fair value.

When
participating interests in loans sold have an average contractual interest rate, adjusted for normal servicing fees, that differs from the agreed yield to the purchaser, gains or
losses are recognized equal to the present value of such differential over the estimated remaining life of such loans. The resulting "excess servicing receivable" or "deferred servicing revenue" is
amortized over the estimated life using a method approximating the interest method.

Quoted
market prices are not available for the excess servicing receivables. Thus, the excess servicing receivables and the amortization thereon are periodically evaluated in relation to
estimated future servicing revenue, taking into consideration changes in interest rates, current repayment rates, and expected future cash flows. The Company evaluates the carrying value of the excess
servicing receivables by estimating the future servicing income of the excess servicing receivables based on management's best estimate of remaining loan lives and discounted at the original discount
rate.

(o)  Restricted Stock Investments

The Bank, as a member of the Federal Home Loan Bank System, is required to maintain an investment in capital stock of the Federal Home Loan Bank of Atlanta
("FHLB") in varying amounts based on balances of outstanding home loans and on amounts borrowed from the FHLB. Because no ready market exists for this stock and it has no quoted market value, the
Bank's investment in this stock is carried at cost.

The
Bank, as a borrower of Atlantic Central Banker's Bank ("ACBB"), is required to maintain an investment in capital stock of ACBB in varying amounts based on balances of outstanding
loans and on amounts borrowed from ACBB. Because no ready market exists for this stock and it has no quoted market value, the Bank's investment in this stock is carried at cost.

(p)  Advertising

Advertising costs are expensed as incurred. Advertising expenses were $1,071,000, $1,079,000 and $1,061,000 for the years ended December 31, 2002, 2001 and
2000 respectively.

(2)  Recent Accounting Pronouncements

ACCOUNTING FOR STOCK BASED COMPENSATION: In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 148, Accounting for Stock Based CompensationTransition and Disclosure, which provides

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guidance on how to transition from the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25 to SFAS 123's fair
value method accounting, if a company so elects. The Company is currently reviewing the impact of the various options of accounting for stock options.

ACQUISITIONS
OF CERTAIN FINANCIAL INSTITUTIONS: In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, which provides guidance on
the accounting for the acquisition of a financial institution and supersedes the specialized accounting guidance provided in SFAS No. 72, Accounting for Certain Acquisitions of Banking or
Thrift Institutions. SFAS No. 147 became effective upon issuance and requires companies to cease amortization of unidentified intangible assets associated with certain branch acquisitions and
reclassify these assets to goodwill. SFAS No. 147 also modifies SFAS No. 144 to include in its scope long-term customer-relationship intangible assets and thus subject those
intangible assets to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions required for other long-lived assets.

SFAS
No. 147 had no effect on results on operations, financial position, or liquidity because the Company does not have any assets subject to the specialized accounting guidance
provided in SFAS No. 72 or SFAS No. 147.

ACCOUNTING
FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES: SFAS No. 146, Accounting for costs associated with Exit or Disposal Activities, was issued in July, 2002 and
becomes effective for the Company beginning January 1, 2003. This statement requires a cost associated with an exit or disposal activity, such as the sale or termination of a line of business,
the closure of business activities in a particular location, or change in management structure, to be recorded as a liability at fair value when it becomes probable the cost will be incurred and no
future economic benefit will be gained by the company for such cost. Applicable costs include employee termination benefits, contract termination costs, and costs to consolidate facilities or relocate
employees. SFAS No. 146 supersedes Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity, which in some cases required certain costs to be recognized before a liability was actually incurred. The adoption of this standard is not expected to have a material impact on results of
operations, financial position, or liquidity.

RESCISSION
OF SFAS Nos. 4, 44, AND 64, AMENDMENT OF SFAS No. 13, AND TECHNICAL CORRECTIONS (SFAS No. 145): In April 2002, the FASB issued SFAS No. 145, which
updates, clarifies, and simplifies certain existing accounting pronouncements beginning at various dates in 2002 and 2003. The statement rescinds SFAS No. 4 and SFAS No. 64, which
required net gains or losses from the extinguishment of debt to be classified as an extraordinary item in the income statement. These gains or losses will now be classified as extraordinary only if
they meet the criteria for such classification as outlined in APB Opinion 30, which allows for extraordinary treatment if the item is material and both unusual and infrequent in nature. The statement
also rescinds SFAS No. 44 related to the accounting for intangible assets for motor carriers and amends SFAS No. 13 to require certain lease modifications
that have economic effects similar to sale-leaseback transactions to be accounted for as such. The changes required by SFAS No. 145 are not expected to have a material impact on
results of operations, financial position, or liquidity.

ACCOUNTING
FOR LONG-LIVED ASSETS: SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, was issued in August, 2002 and addresses
how and when to measure

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impairment on long-lived assets and how to account for long-lived assets that an entity plans to dispose of either through sale, abandonment, exchange, or distribution to
owners. The statement's provisions supersede SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of, which
addressed asset impairment, and disposal of a business segment and requires expected future operating losses from discontinued operations to be recorded in the period in which the losses are incurred
rather than the measurement date. Under SFAS No. 144, more dispositions may qualify for discontinued operations treatment in the income statement. The provisions of SFAS No. 144 became
effective for the Company on January 1, 2002, and did not have a material impact on results of operations, financial position or liquidity.

ASSET
RETIREMENT OBLIGATIONS: In June 2002, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires an entity to record a
liability for an obligation associated with the retirement of an asset at the time the liability is incurred by capitalizing the cost as part of the carrying value of the related asset and
depreciating it over the remaining useful life of that asset. The standard is effective for the Company beginning January 1, 2003. Management does not expect the impact of SFAS No. 143
to be material to the Company's consolidated financial statements.

(3)  Restrictions on Cash and Due From Banks

The Bank is required by the Federal Reserve System to maintain certain cash reserve balances based principally on deposit liabilities. At both December 31,
2002 and 2001, the required reserve balances were $275,000.

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(4)  Available-for-sale securities

The composition of available-for-sale securities and maturities, where applicable, are as follows at December 31:

|                               |                                                                  | 2002
|------------------------------ | ---------------------------------------------------------------- | ----
|
|
|Available for sale securities: |                                                                  |     
|                               | Mortgage-backed securities                                       |     
|                               | Trust preferred securities  due after 10 years                  |     
|                               | Equity securities                                                |     
|                               | U.S. Treasury Securities-due one year                            |     
|                               | Corporate Notes due after one year through five years            |     
|                               | U.S. Government Agency Notes-due after one through five years    |     
|                               | Foreign Government Bondsdue one year through five years         |     
|                               | Other bonds and annuitiesdue after five years through ten years |     
|                               |                                                                  |     
|                               |                                                                  | $   
|                               |                                                                  |     

|                               |                                                                  | 2001
|------------------------------ | ---------------------------------------------------------------- | ----
|
|
|Available for sale securities: |                                                                  |     
|                               | Mortgage-backed securities                                       |     
|                               | Trust preferred securitiesdue after 10 years                    |     
|                               | Equity securities                                                |     
|                               | U.S. Treasury Securities-due one year                            |     
|                               | Corporate Notes due after one year through five years            |     
|                               | Foreign Government Bondsdue one year through five years         |     
|                               | Other bonds and annuitiesdue after five years through ten years |     
|                               |                                                                  |     
|                               |                                                                  | $   
|                               |                                                                  |     

Stated
maturities may differ from contractual maturities as issuers have the right to call or prepay certain obligations without penalty.

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During
2002, 2001 and 2000, the Company recognized gross gains on sale of securities of $497,000, $91,000 and $359,000, respectively and gross losses of $0, $55,000 and $0, respectively.

At
December 31, 2002, available for sale securities with an aggregate carrying value (fair value) of approximately $56,074,000 were pledged as collateral for borrowings under
repurchase agreements.

(5)  Loans Receivable and Allowance for Loan Losses

Approximately 90% of the Company's loans receivable are to customers located in the State of Maryland. Loans are extended only after evaluation by management of
customers' creditworthiness and other relevant factors on a case-by-case basis. The Company generally does not lend more than 90% of the appraised value of a property and
requires private mortgage insurance on residential mortgages with loan-to-value ratios in excess of 80%. In addition, the Company generally obtains personal guarantees of
repayment from borrowers and/or others for construction, commercial and multi-family residential loans and disburses the proceeds of construction and similar loans only as work progresses on the
related projects.

Residential
lending is generally considered to involve less risk than other forms of lending, although payment experience on these loans is dependent to some extent on economic and
market conditions in the Company's primary lending area. Commercial and construction loan repayments are generally dependent on the operations of the related properties or the financial condition of
its borrower or guarantor. Accordingly, repayment of such loans can be more susceptible to adverse conditions in the real estate market and the regional economy.

Loans
receivable are summarized as follows at December 31:

|                                                 |                                            | 2002 |         | 2001    |  
|------------------------------------------------ | ------------------------------------------ | ---- | ------- | ------- | -
|
|Loans secured by first mortgages on real estate: |                                            |      |         |         |  
|                                                 | Residential                                |      | $       | 46,249  |  
|                                                 | Commercial                                 |      |         | 203,986 |  
|                                                 | Consumer residential construction          |      |         | 135,339 |  
|                                                 | Construction, net of undisbursed principal |      |         | 32,050  |  
|                                                 |                                            |      |         |         |  
|                                                 |                                            |      | 417,624 |         |  
|Commercial                                       |                                            |      | 56,812  |         |  
|Loans secured by second mortgages on real estate |                                            |      | 35,824  |         |  
|Consumer loans                                   |                                            |      | 23,688  |         |  
|Loans secured by deposits and other              |                                            |      | 1,147   |         |  
|                                                 |                                            |      |         |         |  
|                                                 | Total loans                                |      |         | 535,095 |  
|                                                 |                                            |      |         |         |  
|Unamortized loan (discounts) premiums            |                                            |      | (175    | )       |  
|Unearned loan fees, net                          |                                            |      | (955    | )       |  
|                                                 |                                            |      |         |         |  
|                                                 |                                            | $    | 533,965 |         | $
|                                                 |                                            |      |         |         |  

Nonaccrual
loans totaled approximately $1,278,000, $1,652,000 and $3,172,000 at December 31, 2002, 2001 and 2000, respectively. The interest income which would have been recorded
in 2002, 2001 and 2000 under the original terms of loans in nonaccrual status was approximately $113,000, $168,000

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and $302,000, respectively. The actual interest income recorded on these loans in 2002, 2001 and 2000 was approximately $3,000, $52,000 and $32,000, respectively.

There
were no impaired loans at December 31, 2002 compared to $980,000 at December 31, 2001. The valuation allowance for impaired loans was $147,000 at December 31,
2001.

The
average recorded investment in impaired loans was approximately $163,000, $2,031,000 and $3,426,000 for the years ended December 31, 2002, 2001 and 2000, respectively, and no
income has been accrued or collected on these loans while they have been classified as impaired.

Changes
in the allowance for losses on loans are summarized as follows:

|                               |                        | 2002 |       | 2001  |   | 2000  |      
|------------------------------ | ---------------------- | ---- | ----- | ----- | - | ----- | -----
|
|Balance at beginning of year   |                        | $    | 5,524 |       | $ | 4,341 |      
|Provisions for loan losses     |                        |      | 2,175 |       |   | 1,625 |      
|Charge-offs, net of recoveries |                        |      | (511  | )     |   | (442  | )    
|                               |                        |      |       |       |   |       |      
|                               | Balance at end of year |      | $     | 7,188 |   | $     | 5,524
|                               |                        |      |       |       |   |       |      

Commitments
to extend credit are agreements to lend to customers, provided that terms and conditions established in the related contracts are met. At December 31, 2002 and 2001,
the Company had commitments to originate first mortgage loans on real estate of approximately $52,000,000 and $83,342,000, respectively, all of which were committed for sale in the secondary market.

At
December 31, 2002 and 2001, the Company also had commitments to loan funds under unused home equity lines of credit aggregating approximately $27,562,000 and $20,453,000,
respectively, and unused commercial lines of credit as well as unfunded construction commitments aggregating approximately $82,098,000 and $85,923,000, respectively. Such commitments generally carry a
fixed rate of interest.

Commitments
for first mortgage loans generally expire within 60 days and are normally funded with loan principal repayments, excess liquidity and deposits. Since certain of the
commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Substantially
all of the Company's outstanding commitments at December 31, 2002 and 2001 are for loans which would be secured by real estate with appraised values in excess of the
commitment amounts. The Company's exposure to credit loss under these contracts in the event of non-performance
by the other parties, assuming the collateral proves to be of no value, is represented by the commitment amounts.

During
the ordinary course of business, the Company makes loans to its directors and their affiliates and several policy making officers on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions with other customers. Loans outstanding, both direct and indirect, to directors, their affiliates, and policy making
officers totaled $3,044,000, and $2,957,000 at December 31, 2002, and 2001, respectively. During 2002, $689,000 of new loans were made and repayments totaled $602,000; in 2001, $224,000 of new
loans and advances of existing loans were made and repayments totaled $2,279,000.

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The
Company retains servicing on certain loans it sold into the secondary market. At December 31, 2002 and 2001, the servicing portfolio totaled $10,491,000 and $18,766,000
respectively. Servicing loans for others generally consists of collecting mortgage payments, disbursing payments to investors and foreclosure processing. Loan servicing income is recorded upon receipt
and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees. Mortgage servicing rights had a carrying value of $107,000 and $258,000 as of
December 31, 2002 and 2001, respectively. Estimated fair values of these servicing rights approximate carrying value. Amortization expense and impairment of servicing rights was $152,000 and
$136,000 for the years ended December 31, 2002 and 2001, respectively.

(6)  Property and Equipment

Property and equipment are summarized as follows at December 31:

|                                               |  | 2002 |        | 2001
|---------------------------------------------- |  | ---- | ------ | ----
|
|Land                                           |  | $    | 1,823  |     
|Buildings and improvements                     |  |      | 6,759  |     
|Leasehold improvements                         |  |      | 4,597  |     
|Furniture, fixtures and equipment              |  |      | 13,330 |     
|                                               |  |      |        |     
|Total at cost                                  |  |      | 26,509 |     
|Less accumulated depreciation and amortization |  |      | 8,938  |     
|                                               |  |      |        |     
|                                               |  | $    | 17,571 |     
|                                               |  |      |        |     

Rent
expense for the years ended December 31, 2002, 2001 and 2000 was approximately $2,615,000, $2,590,000 and $2,191,000, respectively. Rent expense for 2002 including $100,000
for termination of existing leases and 2001 included $300,000 for early terminations of existing supermarket leases.

The
Company and the Bank occupy space leased from a company, of which the Chairman and CEO of the Company is the owner. In 2002, this company was paid $904,000 for office and branch
space. The original term of the lease is 15 years. Management believes that such terms are at least as favorable as those that could be obtained from a third party lessor.

Minimum
lease payments due for each of the next five years are as follows:

|           |  | (in thousands)
|---------- |  | --------------
|2003       |  | $             
|2004       |  |               
|2005       |  |               
|2006       |  |               
|2007       |  |               
|Thereafter |  |               
|           |  |               
|           |  | $             
|           |  |               

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(7)  Deposits

Deposits are summarized as follows (dollars in thousands) at December 31:

|                              |                                  | 2002            |         | 2001    |        
|----------------------------- | -------------------------------- | --------------- | ------- | ------- | -------
|
|Noncertificate:               |                                  |                 |         |         |        
|                              | Passbook and other savings       |                 | $       | 47,853  |        
|                              | Interest bearing demand deposits |                 |         | 70,588  |        
|                              | Money market accounts            |                 |         | 146,301 |        
|                              | Non-interest bearing demand      |                 |         | 117,649 |        
|                              |                                  |                 |         |         |        
|Total noncertificate deposits |                                  |                 | 382,391 |         |        
|Certificates:                 |                                  |                 |         |         |        
|                              | Original maturities:             |                 |         |         |        
|                              |                                  | Under 12 months |         |         | 5,475  
|                              |                                  | 12 to 60 months |         |         | 260,034
|                              | IRA and KEOGH                    |                 |         | 20,269  |        
|                              |                                  |                 |         |         |        
|Total certificates of deposit |                                  |                 | 285,778 |         |        
|                              |                                  |                 |         |         |        
|Total deposits                |                                  | $               | 668,169 |         |        
|                              |                                  |                 |         |         |        

|                                  |                        | Amount |         | % of Total |        | Amount |   | % of Total |        
|--------------------------------- | ---------------------- | ------ | ------- | ---------- | ------ | ------ | - | ---------- | -------
|Scheduled certificate maturities: |                        |        |         |            |        |        |   |            |        
|                                  | Under 6 months         |        | $       | 47,236     |        | 16.53  | % | $          | 51,109 
|                                  | 6 months to 12 months  |        |         | 90,937     |        | 31.82  | % |            | 41,047 
|                                  | 12 months to 24 months |        |         | 81,916     |        | 28.66  | % |            | 126,452
|                                  | 24 months to 36 months |        |         | 17,383     |        | 6.08   | % |            | 16,307 
|                                  | 36 months to 48 months |        |         | 9,819      |        | 3.44   | % |            | 1,141  
|                                  | Over 48 months         |        |         | 38,487     |        | 13.47  | % |            | 3,808  
|                                  |                        |        |         |            |        |        |   |            |        
|                                  |                        | $      | 285,778 |            | 100.00 | %      | $ | 239,864    |        
|                                  |                        |        |         |            |        |        |   |            |        

The
Bank offers certain certificate products that allow customers to withdraw funds at any time without penalty. As of December 31, 2002, certificates that permitted early
withdrawal totaled $156,304,000.

Certificates
of deposit of $100,000 or more totaled approximately $81,628,000 and $61,332,000 at December 31, 2002 and 2001, respectively.

(8)  Borrowings and Repurchase Agreements

Borrowings consist of Federal Home Loan Bank at Atlanta (FHLB) advances, short-term promissory notes and repurchase agreements with callable options.
The FHLB advances are available under a specific collateral pledge and security agreement, which allows the Company to borrow up to $130,000,000 and requires the Company to maintain collateral for all
of its borrowings in the form of

55

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specific first mortgage loans or commercial mortgages with outstanding principal equal to 133% of the advances, overnight investments equal to 100% of advances or securities equal to 103% of
advances.

Certain
information regarding borrowings and repurchase agreements are as follows:

|                                                |                                  | December 31,
|----------------------------------------------- | -------------------------------- | ------------
|
|
|Amount outstanding at year-end:                 |                                  |             
|                                                | FHLB short-term advances         |             
|                                                | Short-term promissory notes      |             
|                                                | Short-term repurchase agreements |             
|                                                | FHLB long-term advances          |             
|                                                | Long-term repurchase agreements  |             
|Weighted average interest rate at year-end:     |                                  |             
|                                                | FHLB short-term advances         |             
|                                                | Short-term promissory notes      |             
|                                                | Short-term repurchase agreements |             
|                                                | FHLB long-term advances          |             
|                                                | Long-term repurchase agreements  |             
|Maximum outstanding at any month-end:           |                                  |             
|                                                | FHLB short-term advances         |             
|                                                | Short-term promissory notes      |             
|                                                | Short-term repurchase agreements |             
|                                                | FHLB long-term advances          |             
|                                                | Long-term repurchase agreements  |             
|Average outstanding:                            |                                  |             
|                                                | FHLB short-term advances         |             
|                                                | Short-term promissory notes      |             
|                                                | Short-term repurchase agreements |             
|                                                | FHLB long-term advances          |             
|                                                | Long-term repurchase agreements  |             
|Weighted average interest rate during the year: |                                  |             
|                                                | FHLB short-term advances         |             
|                                                | Short-term promissory notes      |             
|                                                | Short-term repurchase agreements |             
|                                                | FHLB long-term advances          |             
|                                                | Long-term repurchase agreements  |             

Repayments
on Long-term FHLB advances and Long-term repurchase agreements are as follows: 2003-$0; 2004-$0; 2005-$10,000,000;
2006-$15,000,000; thereafter-$60,000,000. Long term borrowings totaling $85,000,000 are subject to call provisions beginning in 2003.

The
Company has pledged securities with a carrying value (fair value) of $56,074,000 and loans with a carrying value of $80,000,000 as collateral for other borrowings.

56

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(9)  Redeemable Trust Preferred Securities

The Company has formed two wholly-owned statutory business trusts that have issued redeemable preferred securities. Mariner Capital Trust "(MCT") was formed in
1998 and Mariner Capital Trust II ("MCT II") was formed in 2002.

In
June of 1998, MCT issued $21,450,000 - 8.30% (2,145,000 shares-$10 par value) Preferred Securities due in June of 2028. MCT invested the proceeds of the
Preferred Securities, combined with $663,000 paid by the Company for MCT's Common Securities, in $22,113,000 of the Company's 8.30% Junior Subordinated Debentures. MCT's sole asset is the Junior
Subordinated Debentures that mature in June of 2028. The Company has fully and unconditionally guaranteed all of MCT's obligations under the Preferred Securities. A portion of the Preferred Securities
of MCT may qualify for inclusion in Tier 1 Capital under current capital guidelines, and any amount not qualifying as Tier 1 Capital is included in Total Capital. Preferred Securities issued by MCT
are subject to call provisions beginning in June of 2003.

In
December of 2002, MCT II issued $10,000,000 (10,000 shares-$1,000 par value) Floating Rate Preferred Securities due in December of 2032. These securities bear interest equal to LIBOR
plus 3.35%, provided that the applicable interest rate may not exceed 12% through December 2007. MCT II invested the proceeds of the Preferred Securities, combined with $300,000 paid by the
Company for MCT II's Common Securities, in $10,300,000 of the Company's Floating Rate Junior Subordinated Debentures. These subordinated securities bear interest equal to LIBOR plus 3.35%, provided
that the applicable interest rate may not exceed 12% through December 2007. MCT II's sole asset is the Junior
Subordinated Debentures that mature in December of 2032. The Company has fully and unconditionally guaranteed all of MCT II's obligations under the Preferred Securities. A portion of the Preferred
Securities of MCT II may qualify for inclusion in Tier 1 Capital under current capital guidelines, and any amount not qualifying as Tier 1 Capital is included in Total Capital. Preferred Securities
issued by MCT II are subject to call provisions beginning in December of 2007.

(10) Employee Benefit Plans

The
Company established a defined contribution plan in 1997, covering employees meeting certain age and service eligibility requirements. The Plan provides for cash deferrals qualifying under
Section 401(k). Matching contributions made by the Company totaled $304,000, $238,000 and $145,000 in 2002, 2001, and 2000, respectively.

The
Company has stock option award arrangements, which provide for the granting of options to acquire common stock to directors and key employees. Option prices are equal to or greater than the
estimated fair market value of the common stock at the date of the grant. Options issued prior to 1996 are exercisable immediately after the date of grant. Beginning in 1996, options granted have a
three-year vesting schedule with the first year vested upon issuance. All options expire ten years after the date of grant.

57

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Information
with respect to stock options is as follows for the years ended December 31, 2002, 2001 and 2000:

|                                 |  | 2002    |   | 2001 |       | 2000
|-------------------------------- |  | ------- | - | ---- | ----- | ----
|
|Outstanding at beginning of year |  | 373,170 |   | $    | 7.74  |     
|Granted                          |  | 146,200 |   |      | 10.65 |     
|Exercised                        |  | (3,498  | ) |      | 5.58  |     
|Forfeited/Cancelled              |  | (1,334  | ) |      | 7.89  |     
|                                 |  |         |   |      |       |     
|Outstanding at end of year       |  | 514,538 |   | $    | 8.58  |     
|                                 |  |         |   |      |       |     

Options
outstanding are summarized as follows at December 31, 2002:

|Options Outstanding |       | 
|------------------- | ----- | 
|
|$                   | 4.00  | 
|                    | 5.50  | 
|                    | 5.63  | 
|                    | 6.25  | 
|                    | 6.45  | 
|                    | 7.10  | 
|                    | 7.40  | 
|                    | 8.69  | 
|                    | 9.09  | 
|                    | 9.16  | 
|                    | 9.86  | 
|                    | 10.45 | 
|                    | 10.50 | 
|                    | 10.70 | 
|                    | 11.75 | 
|                    | 12.03 | 
|                    | 12.10 | 
|                    |       | 
|$                   | 8.58  | 
|                    |       | 

The
option price was equal to the market price of the common stock at the date of grant for all options granted in 2002, 2001 and 2000 and, accordingly, no compensation expense related
to options was recognized. If the Company had applied a fair value-based method to recognize compensation cost

58

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for the options granted, net income and net income per share would have been changed to the following pro forma amounts for the years ended December 31, 2002:

|                                                                                                                                           |                     | 2002 |       | 2001 |   | 2000  |     
|------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | ---- | ----- | ---- | - | ----- | ----
|
|Net income-as reported                                                                                                                     |                     | $    | 3,904 |      | $ | 2,304 |     
|Deduct: Total stock-based employee Compensation determined under fair Value based method for all awards, Net of related income tax effects |                     |      | (335  | )    |   | (159  | )   
|                                                                                                                                           |                     |      |       |      |   |       |     
|Proforma net income                                                                                                                        |                     | $    | 3,569 |      | $ | 2,145 |     
|                                                                                                                                           |                     |      |       |      |   |       |     
|Earnings per share:                                                                                                                        |                     |      |       |      |   |       |     
|                                                                                                                                           | Basicas reported   |      |       | 0.73 |   |       | 0.58
|                                                                                                                                           | Basicproforma      |      |       | 0.66 |   |       | 0.54
|                                                                                                                                           | Dilutedas reported |      |       | 0.69 |   |       | 0.57
|                                                                                                                                           | Dilutedproforma    |      |       | 0.63 |   |       | 0.53

The
weighted average fair values of options granted during 2002, 2001 and 2000 were $7.03, $4.33 and $3.07, respectively, on the dates of grant. The fair values of options granted were
calculated using the Black-Scholes option-pricing model with the following weighted average assumptions:

|                        |  | 2002     |  | 2001     |  | 2000    
|----------------------- |  | -------- |  | -------- |  | --------
|Dividend yield          |  | 0.00%    |  | 0.00%    |  | 0.00%   
|Expected volatility     |  | 48.22%   |  | 65.00%   |  | 25.00%  
|Risk-free interest rate |  | 4.98%    |  | 5.29%    |  | 6.35%   
|Expected lives          |  | 10 Years |  | 10 Years |  | 10 Years

(c)  Warrants

Warrants to acquire 885,302 shares of common stock at $9.09 per share were outstanding and exercisable at December 31, 2002, 2001 and 2000, respectively.
These warrants have various expiration dates beginning 2004.

(d)  Stock Purchase

The Company began a stock purchase plan for employees in 2000 whereby the employees can purchase Company stock through payroll deductions. The Company may provide
a discount of up to 10% of the purchase price.

(11) Income Taxes

Income tax expense consists of the following for the years ended December 31:

|                   |  | 2002 |       | 2001 |   | 2000 
|------------------ |  | ---- | ----- | ---- | - | -----
|
|Current            |  | $    | 1,136 |      | $ | 998  
|Deferred           |  |      | 794   |      |   | 392  
|                   |  |      |       |      |   |      
|Income tax expense |  | $    | 1,930 |      | $ | 1,390
|                   |  |      |       |      |   |      

59

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Income
tax expense (benefit) are reconciled to the amount computed by applying the federal corporate tax rate of 34% to income before taxes as follows for the years ended
December 31:

|                                             |  | 2002 |       | 2001 |   | 2000  | 
|-------------------------------------------- |  | ---- | ----- | ---- | - | ----- | 
|
|Income tax expense at federal corporate rate |  | $    | 1,984 |      | $ | 1,256 | 
|Change in valuation allowance                |  |      | 103   |      |   | 63    | 
|Other                                        |  |      | (157  | )    |   | 71    | 
|                                             |  |      |       |      |   |       | 
|                                             |  | $    | 1,930 |      | $ | 1,390 | 
|                                             |  |      |       |      |   |       | 

The
tax effects of temporary differences between the financial reporting basis and income tax basis of assets and liabilities relate to the following at December 31:

|                                                                     |                                   | 2002 |        | 2001  |  
|-------------------------------------------------------------------- | --------------------------------- | ---- | ------ | ----- | -
|
|Deferred tax assets:                                                 |                                   |      |        |       |  
|                                                                     | Allowance for losses on loans     |      | $      | 2,589 |  
|                                                                     | Amortization of intangible assets |      |        | 113   |  
|                                                                     | Net operating loss carryforward   |      |        | 322   |  
|                                                                     | Other                             |      |        | 223   |  
|                                                                     |                                   |      |        |       |  
|Total gross deferred tax assets                                      |                                   |      | 3,247  |       |  
|Less valuation allowance                                             |                                   |      | (322   | )     |  
|                                                                     |                                   |      |        |       |  
|Net deferred tax assets                                              |                                   |      | 2,925  |       |  
|                                                                     |                                   |      |        |       |  
|Deferred tax liabilities:                                            |                                   |      |        |       |  
|                                                                     | Depreciation                      |      |        | 83    |  
|                                                                     | Gain on sales of loans            |      |        | 53    |  
|                                                                     |                                   |      |        |       |  
|Total gross deferred tax liabilities                                 |                                   |      | 136    |       |  
|                                                                     |                                   |      |        |       |  
|Attributable to operations                                           |                                   |      | 2,789  |       |  
|Unrealized loss on investments charged to other comprehensive income |                                   |      | (1,170 | )     |  
|                                                                     |                                   |      |        |       |  
|Deferred income taxes                                                |                                   | $    | 1,619  |       | $
|                                                                     |                                   |      |        |       |  

The
Company has net operating loss carryforwards for state income tax purposes of approximately $6,967,000 which are available to offset future state taxable income of First Mariner
Bancorp only. Management anticipates that it is more likely than not that the future operations of First Mariner Bancorp will not generate sufficient taxable income to realize the deferred tax asset
in the amount of $322,000 relating to this state net operating loss.

60

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(12) Other Expenses

Other expenses are comprised of the following for the years ended December 31:

|                        |  | 2002 |       | 2001 |   | 2000 
|----------------------- |  | ---- | ----- | ---- | - | -----
|
|Service and maintenance |  | $    | 1,043 |      | $ | 933  
|Office supplies         |  |      | 550   |      |   | 455  
|ATM servicing expenses  |  |      | 831   |      |   | 695  
|Printing                |  |      | 459   |      |   | 368  
|Corporate insurance     |  |      | 191   |      |   | 154  
|OREO expense            |  |      | (131  | )    |   | 412  
|FDIC Premiums           |  |      | 186   |      |   | 391  
|Consulting fees         |  |      | 232   |      |   | 221  
|Marketing/promotion     |  |      | 619   |      |   | 459  
|Postage                 |  |      | 393   |      |   | 319  
|Security                |  |      | 222   |      |   | 217  
|Other(a)                |  |      | 2,112 |      |   | 1,953
|                        |  |      |       |      |   |      
|                        |  | $    | 6,707 |      | $ | 6,577
|                        |  |      |       |      |   |      

---

(13) Dividends and Earnings Per Share

As a depository institution whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC), the Bank may not pay dividends or distribute any of
its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of its obligations to the FDIC. As a commercial bank under the Maryland
Financial Institution Law, the Bank may declare cash dividends from undivided profits or, with the prior approval of the Commissioner of Financial Regulation, out of surplus in excess of 100% of its
required capital stock, after providing for due or accrued expenses, losses, interest and taxes.

The
Company and the Bank, in declaring and paying dividends, are also limited insofar as minimum capital requirements mandated by regulatory authorities. The Company and the Bank comply
with such capital requirements.

The
Company's current ability to pay dividends is largely dependent upon the receipt of dividends from its banking subsidiary. Both federal and state laws impose restrictions on the
ability of the Bank to pay dividends. The FRB has issued a policy, which provides that, as a general matter, insured banks and bank holding companies may pay dividends only out of prior operating
earnings. For a Maryland state-chartered bank or trust company, dividends may be paid out of undivided profits or, with the prior approval of the Commissioner, from surplus in excess of 100% of
required capital stock. Cash dividends may not be paid in excess of 90% of net earnings.

61

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Information
relating to the calculations of earnings per common share is summarized as follows for the years ended December 31:

|                                                      |  | 2002 |           | 2001 |   | 2000     
|----------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|
|Net income-basic and diluted                          |  | $    | 3,904     |      | $ | 2,304    
|                                                      |  |      |           |      |   |          
|Weighted-average shares outstanding                   |  |      | 5,377,998 |      |   | 3,993,462
|Dilutive securities-options and warrants              |  |      | 250,275   |      |   | 36,082   
|                                                      |  |      |           |      |   |          
|Adjusted weighted-average shares outstanding-dilutive |  |      | 5,628,273 |      |   | 4,029,544
|                                                      |  |      |           |      |   |          

(14) Regulatory Matters

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities,
and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative
measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier I capital to
risk-weighted assets, and of Tier I capital to average assets. Management believes, as of December 31, 2002, that the Bank meets all capital adequacy requirements to which it is
subject. As of December 31, 2002 the Bank was "well capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events that management believes would
change the Bank's category.

62

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Regulatory
capital amounts (dollars in thousands) and ratios for the Company and the Bank as of December 31, 2002 and 2001, were:

|                                          |              |  |   |        |  | Minimum
Requirements
For Capital
Adequacy
Purposes |  | To Be Well
Capitalized
Under Prompt
Corrective
Action Provision
|----------------------------------------- | ------------ |  | - | ------ |  | -------------------------------------------------- |  | ---------------------------------------------------------------
|
|
|As of December 31, 2002                   |              |  |   |        |  |                                                    |  |                                                                
|Total capital (to risk weighted assets):  |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  | $ | 87,802 |  | 13.3%                                              |  | 52,854                                                         
|                                          | The Bank     |  |   | 68,155 |  | 10.6%                                              |  | 51,569                                                         
|Tier 1 capital (to risk weighted assets): |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  |   | 65,552 |  | 9.9%                                               |  | 26,427                                                         
|                                          | The Bank     |  |   | 61,450 |  | 9.5%                                               |  | 25,784                                                         
|Tier 1 capital (to average assets):       |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  |   | 65,552 |  | 7.8%                                               |  | 33,540                                                         
|                                          | The Bank     |  |   | 61,450 |  | 7.4%                                               |  | 33,289                                                         
|As of December 31, 2001                   |              |  |   |        |  |                                                    |  |                                                                
|Total capital (to risk weighted assets):  |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  | $ | 71,985 |  | 12.9%                                              |  | 44,799                                                         
|                                          | The Bank     |  |   | 60,622 |  | 11.0%                                              |  | 44,167                                                         
|Tier 1 capital (to risk weighted assets): |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  |   | 60,015 |  | 10.7%                                              |  | 22,399                                                         
|                                          | The Bank     |  |   | 55,098 |  | 10.0%                                              |  | 22,083                                                         
|Tier 1 capital (to average assets):       |              |  |   |        |  |                                                    |  |                                                                
|                                          | Consolidated |  |   | 60,015 |  | 8.0%                                               |  | 30,204                                                         
|                                          | The Bank     |  |   | 55,098 |  | 7.4%                                               |  | 30,000                                                         

The
FDIC, through the Savings Association Insurance Fund (SAIF), insures deposits of accountholders up to $100,000. The Bank pays an annual premium to provide for this insurance. The
Bank is a member of the Federal Home Loan Bank System and is required to maintain an investment in the stock of the FHLB equal to at least 1% of the unpaid principal balances of residential mortgage
loans, 0.3% of total assets or 5% of outstanding advances from the Bank, whichever is greater. Purchases and sales of stock are made directly with the Bank at par value.

63

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(15) Fair Value of Financial Instruments

Fair value estimates, methods, and assumptions are set forth below for the Company's financial instruments as of December 31, 2002 and 2001.

The
carrying value and estimated fair value of financial instruments is summarized as follows:

|                               |                                                                                                                            | 2002 |   | 2001   
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------- | ---- | - | -------
|
|
|Assets:                        |                                                                                                                            |      |   |        
|                               | Cash and interest-bearing deposits                                                                                         |      | $ | 75,806 
|                               | Investment securities                                                                                                      |      |   | 127,810
|                               | Loans receivable                                                                                                           |      |   | 533,965
|                               | Loans held for sale                                                                                                        |      |   | 93,098 
|                               | Mortgage loan servicing rights                                                                                             |      |   | 107    
|                               | Restricted stock investments                                                                                               |      |   | 3,290  
|Liabilities:                   |                                                                                                                            |      |   |        
|                               | Deposit accounts                                                                                                           |      |   | 668,169
|                               | Borrowings                                                                                                                 |      |   | 89,824 
|                               | Repurchase agreements                                                                                                      |      |   | 25,000 
|                               | Company-obligated manditorily redeemable preferred securities of subsidiary trust holding solely debentures of the company |      |   | 31,450 
|Off balance sheet instruments: |                                                                                                                            |      |   |        
|                               | Interest Rate Cap                                                                                                          |      |   |       
|                               | Commitments to extend credit                                                                                               |      |   |       
|                               | Loans sold with recourse                                                                                                   |      |   |       
|                               | Unused lines of credit                                                                                                     |      |   |       

(a)  Cash and interest-bearing deposits

The carrying amount for cash and interest-bearing deposits approximates fair value due to the short maturity of these instruments.

(b)  Investment Securities

The fair value of investment securities is based on bid prices received from an external pricing service or bid quotations received from securities dealers.

(c)  Loans

Loans were segmented into portfolios with similar financial characteristics. Loans were also segmented by type such as residential, multifamily and
nonresidential, construction and land, second mortgage loans, commercial, and consumer. Each loan category was further segmented by fixed and adjustable rate interest terms and performing and
nonperforming categories. The fair value of each

64

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loan category was calculated by discounting anticipated cash flows based on weighted-average contractual maturity, weighted-average coupon, and discount rate.

The
fair value for nonperforming loans was determined by reducing the carrying value of nonperforming loans by the Company's historical loss percentage for each specific loan category.

(d)  Loans Held for Sale

The fair value of loans held for sale is based on commitments to sell loans classified as held for sale in the secondary market.

(e)  Mortgage Loan Servicing Rights

The fair of mortgage loan servicing rights was calculated by discounting anticipated cash flows of net servicing income based on assumptions involving interest
rates and current repayment rates.

(f)    Restricted Stock Investments

The carrying value of restricted stock investments is a reasonable estimate of fair value as these investments do not have a readily available market and can only
be sold back to the issuer at its par value of $100 per share.

(g)  Deposits

The fair value of deposits with no stated maturity, such as noninterest bearing deposits, interest bearing now accounts, money market and statement savings
accounts, is deemed to be equal to the carrying amounts. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate for certificates of
deposit was estimated using the rate currently offered for deposits of similar remaining maturities.

(h)  Borrowings and Repurchase Agreements

Borrowings were segmented into categories with similar financial characteristics. Carrying values were discounted using a cash flow approach based on market rates
as of December 31, 2002.

(i)    Company-obligated manditorily redeemable preferred securities of subsidiary trust holding solely debentures of the Company

The fair value of obligations issued by Mariner Capital Trust is based on the bid price on the NASDAQ National Market for securities issued by Mariner Capital
Trust. Preferred securities issued by Mariner Capital Trust II are variable rate and carrying values are assumed to equal fair values.

(j)    Off-Balance Sheet Financial Instruments

The Company's adjustable rate commitments to extend credit move with market rates and are not subject to interest rate risk. The rates and terms of the Company's
fixed rate commitments to extend credit are competitive with others in the various markets in which the Company operates. It is impractical to assign fair values to these instruments.

65

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The
disclosure of fair value amounts does not include the fair values of any intangibles, including core deposit intangibles. Core deposit intangibles represent the value attributable to
total deposits based on an expected duration of customer relationships.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates do
not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant
portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various
financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect estimates.

(16) Segment Information

The Company is in the business of providing financial services, and operates in three business segments-commercial and consumer banking, mortgage banking and
consumer finance. Commercial and consumer banking is conducted through the Bank and involves delivering a broad range of financial products and services, including lending and deposit taking, to
individuals and commercial enterprises. Mortgage banking is conducted through First Mariner Mortgage, a division of the Bank, and involves originating residential single family mortgages for sale in
the secondary market and to the Bank. Consumer finance is conducted through Finance Maryland, and involves originated making small direct consumer loans and the purchase of retail installment sales
contracts.

66

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The
following table presents certain information regarding these business segments:

|                                        |                                 | 2002 |         | 2001    |      | 2000    |        
|--------------------------------------- | ------------------------------- | ---- | ------- | ------- | ---- | ------- | -------
|
|Total revenue:                          |                                 |      |         |         |      |         |        
|                                        | Commercial and consumer banking |      | $       | 37,507  | (1)  | $       | 31,522 
|                                        | Consumer Finance                |      |         | 1,099   | (4)  |         |       
|                                        | Mortgage banking                |      |         | 9,824   |      |         | 7,484  
|                                        | Less related party transactions |      |         | 2,448   | (3)  |         | 2,391  
|                                        |                                 |      |         |         |      |         |        
|                                        |                                 |      | 7,376   | (2)     |      | 5,093   | (2)    
|                                        |                                 |      |         |         |      |         |        
|Consolidated revenue                    |                                 | $    | 45,982  |         | $    | 36,615  |        
|                                        |                                 |      |         |         |      |         |        
|Income before income taxes:             |                                 |      |         |         |      |         |        
|                                        | Commercial and consumer banking |      | $       | 7,261   | (1)  | $       | 3,279  
|                                        | Consumer Finance                |      |         | (890    | )(4) |         |       
|                                        | Mortgage banking                |      |         | 1,911   |      |         | 2,806  
|                                        | Less related party transactions |      |         | 2,448   | (3)  |         | 2,391  
|                                        |                                 |      |         |         |      |         |        
|                                        |                                 |      | (537    | )(2)    |      | 415     | (2)    
|                                        |                                 |      |         |         |      |         |        
|Consolidated income before income taxes |                                 | $    | 5,834   |         | $    | 3,694   |        
|                                        |                                 |      |         |         |      |         |        
|Identifiable assets:                    |                                 |      |         |         |      |         |        
|                                        | Commercial and consumer banking |      | $       | 766,643 |      | $       | 694,589
|                                        | Consumer Finance                |      |         | 10,451  |      |         |       
|                                        | Mortgage banking                |      |         | 93,098  |      |         | 83,276 
|                                        |                                 |      |         |         |      |         |        
|Consolidated total assets               |                                 | $    | 870,192 |         | $    | 777,865 |        
|                                        |                                 |      |         |         |      |         |        

---

(17) Comprehensive Income

The Company's components of comprehensive income are as follows (in thousands) for the years ended December 31:

|                                  |                                                                                                                       | 2002 |       | 2001  |   | 2000 
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ---- | ----- | ----- | - | -----
|
|Net income                        |                                                                                                                       | $    | 3,904 |       | $ | 2,304
|                                  |                                                                                                                       |      |       |       |   |      
|Other comprehensive income items: |                                                                                                                       |      |       |       |   |      
|                                  | Unrealized holding gains arising during the period (net of tax of $1,673, $1,263, and $2,452, respectively)           |      |       | 3,270 |   |      
|                                  | Less: reclassification adjustment for gains (net of taxes of $192, $16 and $139, respectively) included in net income |      |       | 305   |   |      
|                                  |                                                                                                                       |      |       |       |   |      
|Total other comprehensive income  |                                                                                                                       |      | 2,965 |       |   | 2,179
|                                  |                                                                                                                       |      |       |       |   |      
|Total comprehensive income        |                                                                                                                       | $    | 6,869 |       | $ | 4,483
|                                  |                                                                                                                       |      |       |       |   |      

67

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(18) Quarterly Results of Operations

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2002 and 2001:

|                                      |  | Three months ended
|------------------------------------- |  | ------------------
|
|
|Interest income                       |  | $                 
|Interest expense                      |  |                   
|Net interest income                   |  |                   
|Provision for loan losses             |  |                   
|Other operating income                |  |                   
|Gain on sale of securities            |  |                   
|Operating expenses                    |  |                   
|                                      |  |                   
|Income before taxes                   |  |                   
|Income tax expense                    |  |                   
|                                      |  |                   
|Net income                            |  | $                 
|                                      |  |                   
|Net income per common share (Basic)   |  |                   
|Net income per common share (Diluted) |  |                   

|                                      |  | Three months ended
|------------------------------------- |  | ------------------
|
|
|Interest income                       |  | $                 
|Interest expense                      |  |                   
|Net interest income                   |  |                   
|Provision for loan losses             |  |                   
|Other operating income                |  |                   
|Gain on sale of securities            |  |                   
|Operating expenses                    |  |                   
|                                      |  |                   
|Income before taxes                   |  |                   
|Income tax expense                    |  |                   
|                                      |  |                   
|Net income                            |  | $                 
|                                      |  |                   
|Net income per common share (Basic)   |  |                   
|Net income per common share (Diluted) |  |                   

68

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(19) Financial Information of Parent Company

The following is financial information of First Mariner Bancorp (parent company only):

Statements of Financial Condition as of December 31,

|                                      |                                    | 2002                                       |   | 2001  
|------------------------------------- | ---------------------------------- | ------------------------------------------ | - | ------
|
|Assets:                               |                                    |                                            |   |       
|                                      | Cash and interest bearing deposits |                                            | $ | 4,214 
|                                      | Loans receivable                   |                                            |   | 9,650 
|                                      | Available-for-sale securities      |                                            |   | 2,824 
|                                      | Investment in subsidiaries         |                                            |   | 66,422
|                                      | Other assets                       |                                            |   | 1,261 
|                                      |                                    |                                            |   |       
|                                      |                                    | Total assets                               |   | $     
|                                      |                                    |                                            |   |       
|Liabilities and Stockholders' Equity: |                                    |                                            |   |       
|                                      | Other liabilities                  |                                            | $ | 895   
|                                      | Junior subordinated debentures     |                                            |   | 32,350
|                                      | Stockholders' equity               |                                            |   | 51,126
|                                      |                                    |                                            |   |       
|                                      |                                    | Total liabilities and stockholders' equity |   | $     
|                                      |                                    |                                            |   |       

Statement of Income for the years ended December 31,

|                                                   |                                                                    | 2002                           |       | 2001  |        | 2000  |      
|-------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------ | ----- | ----- | ------ | ----- | -----
|
|Income:                                            |                                                                    |                                |       |       |        |       |      
|                                                   | Interest income on investments and interest bearing deposits       |                                | $     | 193   |        | $     | 267  
|                                                   | Interest income on loans                                           |                                |       | 148   |        |       | 228  
|                                                   | Gain (loss) on sale of securities                                  |                                |       | 103   |        |       | (12  
|                                                   | Other income                                                       |                                |       | 525   |        |       | 551  
|                                                   |                                                                    |                                |       |       |        |       |      
|                                                   |                                                                    | Total income                   |       |       | 969    |       |      
|                                                   |                                                                    |                                |       |       |        |       |      
|Expenses:                                          |                                                                    |                                |       |       |        |       |      
|                                                   | Interest expense                                                   |                                |       | 1,884 |        |       | 1,880
|                                                   | Professional expenses                                              |                                |       | 188   |        |       | 231  
|                                                   | Other expenses                                                     |                                |       | 233   |        |       | 243  
|                                                   |                                                                    |                                |       |       |        |       |      
|                                                   |                                                                    | Total expenses                 |       |       | 2,305  |       |      
|                                                   |                                                                    |                                |       |       |        |       |      
|                                                   |                                                                    | Loss before income tax benefit |       |       | (1,336 | )     |      
|Income tax benefit                                 |                                                                    |                                | (473  | )     |        | (469  | )    
|                                                   |                                                                    |                                |       |       |        |       |      
|                                                   | Loss before equity in undistributed net income of the subsidiaries |                                |       | (863  | )      |       | (851 
|Equity in undistributed net income in subsidiaries |                                                                    |                                | 4,767 |       |        | 3,155 |      
|                                                   |                                                                    |                                |       |       |        |       |      
|                                                   |                                                                    | Net income                     |       | $     | 3,904  |       | $    
|                                                   |                                                                    |                                |       |       |        |       |      

69

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Statement of Cash Flows for the years ended December 31,

|                                                     |                                                      | 2002                                                          |       | 2001   |         | 2000  |        
|---------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------- | ----- | ------ | ------- | ----- | -------
|
|Cash flows from operating activities:                |                                                      |                                                               |       |        |         |       |        
|                                                     | Loss before undistributed net income of subsidiaries |                                                               | $     | (863   | )       | $     | (851   
|                                                     | (Gain) loss on sale of securities                    |                                                               |       | (103   | )       |       | 12     
|                                                     | Increase (decrease) in other liabilities             |                                                               |       | 308    |         |       | 268    
|                                                     | (Increase) decrease in other assets                  |                                                               |       | (306   | )       |       | 246    
|                                                     |                                                      |                                                               |       |        |         |       |        
|                                                     |                                                      | Net cash (used in) provided by operating activities           |       |        | (964    | )     |        
|                                                     |                                                      |                                                               |       |        |         |       |        
|Net cash flows from investing activities:            |                                                      |                                                               |       |        |         |       |        
|                                                     | Investment in subsidiaries                           |                                                               |       | (4,320 | )       |       | (10,500
|                                                     | Loans (disbursements) repayments, net                |                                                               |       | (7,000 | )       |       | 500    
|                                                     | Purchase of available for sale securities            |                                                               |       | (460   | )       |       |       
|                                                     | Sale of available for sale securities                |                                                               |       | 407    |         |       | 495    
|                                                     |                                                      |                                                               |       |        |         |       |        
|                                                     |                                                      | Net cash used in investing activities                         |       |        | (11,373 | )     |        
|                                                     |                                                      |                                                               |       |        |         |       |        
|Net cash flows from financing activities:            |                                                      |                                                               |       |        |         |       |        
|                                                     | Proceeds from stock issuance, net                    |                                                               |       | 249    |         |       | 11,676 
|                                                     | Proceeds from issuance of long-term debt             |                                                               |       | 10,300 |         |       |       
|                                                     | Dividends paid                                       |                                                               |       |       |         |       |       
|                                                     |                                                      |                                                               |       |        |         |       |        
|                                                     |                                                      | Net cash provided by financing activities                     |       |        | 10,549  |       |        
|                                                     |                                                      |                                                               |       |        |         |       |        
|                                                     |                                                      | Net (decrease) increase in cash and interest bearing deposits |       |        | (1,788  | )     |        
|Cash and short-term investments at beginning of year |                                                      |                                                               | 6,002 |        |         | 4,156 |        
|                                                     |                                                      |                                                               |       |        |         |       |        
|Cash and short-term investments at end of year       |                                                      | $                                                             | 4,214 |        | $       | 6,002 |        
|                                                     |                                                      |                                                               |       |        |         |       |        

70

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ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None

PART III

ITEM 10    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information relating to directors and executive officers of the Company and Section 16(a) beneficial ownership reporting compliance is incorporated
by reference herein from the Company's proxy statement in connection with its Annual Meeting of Stockholders to be held May 6, 2003, which proxy statement will be filed with the Securities and
Exchange Commission no later than 120 days after the close of the fiscal year.

ITEM 11    EXECUTIVE COMPENSATION

Certain information relating to directors and executive officers compensation, the Compensation Committee Report on Executive Compensation, and stock performance
is incorporated by reference herein from the Company's definitive proxy statement in connection with its Annual Meeting of Stockholders to be held on May 6, 2003, which proxy statement will be
filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year.

ITEM 12    SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Certain information relating to security ownership of certain directors, 5% beneficial owners and management is incorporated by reference herein from the
Company's definitive proxy statement in connection with its Annual Meeting of Stockholders to be held on May 6, 2003, which proxy statement will be filed with the Securities and Exchange
Commission no later than 120 days after the close of the fiscal year. With respect to equity compensation plan information, please refer to the section titled "Equity Compensation Plans"
appearing in Item 5 of this Form 10-K on page 17.

ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain information relating to certain relationships and related transactions is incorporated by reference herein from the Company's definitive proxy statement
in connection with its Annual Meeting of Stockholders to be held on May 6, 2003, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days
after the close of the fiscal year.

ITEM 14    CONTROLS AND PROCEDURES





71

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72

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PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1), (2) Financial Statements

Independent
Auditors' Reports

Consolidated
Statements of Financial Condition as of December 31, 2002 and 2001

Consolidated
Statements of Operations for the years ended December 31, 2002, 2001 and 2000

Consolidated
Statements of Changes in Stockholders' Equity for the years ended December 31,
            2002, 2001 and 2000

Consolidated
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

Notes
to Consolidated Financial Statements for the years ended December 31, 2002, 2001 and
            2000

(a)(3)
Exhibits Required to be filed by Item 601 of Regulations 8-K.

See
Exhibit Index following Signatures

(b)
Reports on Form 8-K



(c)
Exhibits required by Item 601 of Regulation 8-K



73

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                     |  | FIRST MARINER BANCORP
|-------------------- |  | ---------------------
|Date: March 31, 2003 |  | By:                  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant in
their capacities as indicated on the 31st day of March, 2003

|/s/EDWIN F. HALE SR.Edwin F. Hale Sr., Chief Executive Officer and Director |  | /s/MARK A. KEIDELMark A. Keidel, Chief Financial Officer                      
|--------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|/s/JOSEPH A. CICEROJoseph A. Cicero, President and Director                 |  | /s/GEORGE H. MANTAKOSGeorge H. Mantakos, Executive Vice President and Director
|/s/BARRY B. BONDROFFBarry B. Bondroff, Director                             |  | /s/BRUCE H. HOFFMANBruce H. Hoffman, Director                                 
|/s/JOHN BROWN IIIJohn Brown III, Director                                   |  | /s/JAY J. MATRICCIANIJay J. Matricciani, Director                             
|/s/THOMAS L. BROMWELLThomas L. Bromwell, Director                           |  | /s/JAMES P. O'CONORJames P. O'Conor, Director                                 
|/s/EDITH B. BROWNEdith B. Brown, Director                                   |  | /s/JOHN J. OLIVERJohn J. Oliver, Director                                     
|/s/STEPHEN A. BURCHStephen A. Burch, Director                               |  | /s/PATRICIA SCHMOKEPatricia Schmoke, Director                                 
|/s/ROSE M. CERNAKRose M. Cernak, Director                                   |  | /s/HANAN Y. SIBELHanan Y. Sibel, Director                                     
|/s/HOWARD FRIEDMANHoward Friedman, Director                                 |  | /s/LEONARD STOLERLeonard Stoler, Director                                     
|                                                                            |  | /s/MICHAEL R. WATSONMichael R. Watson, Director                               

74

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I,
Edwin F. Hale, Sr., certify that:





|Date: March 31, 2003 |  | By: |  | /s/EDWIN F. HALE, SR.Edwin F. Hale., Sr.
Chairman and Chief Executive Officer
|-------------------- |  | --- |  | -----------------------------------------------------------------------------

---

CERTIFICATION
OF CHIEF FINANCIAL OFFICER

I,
Mark A. Keidel, certify that:





|Date: March 31, 2003 |  | By: |  | /s/MARK A. KEIDELMark A. Keidel
Chief Financial Officer
|-------------------- |  | --- |  | -------------------------------------------------------

---

EXHIBIT INDEX

|3.1  |  | Amended and Restated Articles of Incorporation of First Mariner Bancorp (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form SB-2, as amended, file no. 333-16011 (the "1996
Registration Statement"))
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  |  | Amended and Restated Bylaws of First Mariner Bancorp (Incorporated by reference to Exhibit 3.2 of the Company's Form 10-Q for the quarter ended September 30, 2002)                                                                           
|10.1 |  | 1996 Stock Option Plan of First Mariner Bancorp (Incorporated by reference to Exhibit 10.1 of the Registration Statement)                                                                                                                     
|10.2 |  | Employment Agreement dated May 1, 1995 between First Mariner Bancorp and First Mariner Bank and George H. Mantakos (Incorporated by reference to Exhibit 10.2 of the 1996 Registration Statement)                                             
|10.3 |  | Lease Agreement dated March 1, 1996 between First Mariner Bank and Mars Super Markets, Inc. (Incorporated by reference to Exhibit 10.3 of the 1996 Registration Statement)                                                                    
|10.4 |  | Lease Agreement dated November 1, 1997 between Edwin F. Hale, Sr. and First Mariner Bank (Incorporated by reference to Exhibit 10.4 of Pre-Effective Amendment Number 1 to Form S-1, file no. 333-53789-01)                                   
|10.5 |  | 1998 Stock Option Plan of First Mariner Bancorp (Incorporated by reference to Exhibit 10.5 of Pre-Effective Amendment Number 1 to Form S-1, file no. 333-53789-01)                                                                            
|10.6 |  | Employee Stock Purchase Plan of First Mariner Bancorp (Incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment Number 1 to Form S-1, file no. 333-53789-01)                                                                      
|10.7 |  | Lease Agreement dated as of June 1, 1998 between Building #2, L.L.C. and First Mariner Bank (Incorporated by reference to Exhibit 10.7 of Pre-Effective Amendment Number 1 to Form S-1, file no. 333-53789-01)                                
|10.8 |  | Lease Agreement dated June 18, 2002 between Hale Properties, LLC and First Mariner Bank (Incorporated by reference to Exhibit 10.8 to the Company's Form 10-Q for the quarter ended June 30, 2002.)                                           
|10.9 |  | First Mariner Bancorp 2002 Stock Option Plan (Incorporated by reference to Attachment A to the Company's Definitive Proxy Statement filed on 4/5/02)                                                                                          
|21   |  | Subsidiaries of Registrant filed herewith                                                                                                                                                                                                     
|23.1 |  | Consent of Stegman & Company filed herewith                                                                                                                                                                                                   
|99   |  | Risk Factors filed herewith                                                                                                                                                                                                                   

---