EXHIBIT 10.3


                               GLEN BURNIE BANCORP

                          DIRECTOR STOCK PURCHASE PLAN
1.Purposes:

The purposes of this Plan are:

      (a)    To encourage eligible Directors of Glen Burnie Bancorp to acquire
             ownership of common stock. The Corporation wishes to encourage the
             sense of proprietorship on the part of the Directors, who will be
             largely responsible for the continued growth of the Corporation.
      (b)    To recognize past valuable services of the Directors.
      (c)    To furnish such Director with further incentive to develop and
             promote the business and financial success of the Corporation.
      (d)    To induce each Director to continue in the service of the
             Corporation by providing a means whereby such Director may be given
             an opportunity to purchase additional stock in the Corporation.
      (e)    To provide additional capital for the growth and stability of the
             bank.

2.    Definitions:

The following words or terms used herein have the following meaning:

      (a)    The word "Corporation" means Glen Burnie Bancorp, a Maryland
             chartered bank holding company.
      (b)    The "Plan" shall mean this Glen Burnie Bancorp Director Stock
             Purchase Plan.
      (c)    "Board" shall mean the Board of Directors of Glen Burnie Bancorp.
      (d)    "Shares", "Stock" or "Common Stock" shall mean shares of $10.00 par
             value common stock of Glen Burnie Bancorp.
      (e)    The "Committee" shall mean the committee appointed by the Board to
             administer the Plan.
      (f)    "Option" shall mean the right of a Director to purchase Common
             Stock under the Plan.
      (g)    "Date of Grant" shall mean, in respect of any Option, the date on
             which the Board grants the Option under the Plan.
      (h)    "Date of Exercise" shall mean the date upon which the Director
             completes the payment requirement of the Option and is entitled to
             delivery of the Shares so purchased, which date shall in no event
             be later than twelve (12) months after the Date of Grant.
      (i)    "Option Period" shall mean the period commencing upon the Date of
             Grant and ending on the earlier of the date of exercise or the
             expiration of the option.
      (j)    "Purchase Price" shall mean fair market value, as determined by the
             latest trade through Legg Mason Wood Walker.
      (k)    "Director" shall mean any Director eligible under this Plan as
             hereinafter defined in paragraph three.


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3.    Eligibility:

             Any Director, Advisory Director or Director Emeritus in good
      standing currently serving on the Board of Directors as of the date of
      grant shall be eligible to participate in the Director Stock Purchase
      Plan.

4.    Stock:

             The Stock subject to the Options shall be shares of Glen Burnie
      Bancorp authorized but unissued ($10.00 par value per share). The
      aggregate number of shares on which Options may be issued shall not exceed
      twenty thousand (20,000) shares of Common Stock at any one time. Shares
      optioned and not exercised shall continue to be available for inclusion in
      any subsequent Options that may be granted under the Plan. In no event may
      any one Director be granted Options for more than two hundred and fifty
      (250) shares of Stock in any single grant. The number of shares
      represented by this Plan will be adjusted for stock splits and stock
      dividends subsequent to the date the Plan is adopted.

5.    Administration:

             The Stock Purchase Plan shall be administered by the Employee
      Compensation and Benefits Committee including at least three members,
      namely, the Chairman of the Board of Directors, the Chief Executive
      Officer of the Corporation, and an active Director other than the above
      named, who is elected annually by the Board of Directors at the
      organizational meeting. A majority of the Committee shall constitute a
      quorum. All determinations of the Committee shall be made by a majority of
      its members.

             Subject to the express provisions of the Plan, the Committee shall
      also have the power and authority to construe and interpret the Plan and
      the respective option agreements entered into thereunder, and to make all
      other determinations necessary or advisable for administering the Plan.

6.    Procedure for Grant and Acceptance of Option:

             An Eligible Director shall be notified, in writing, by Glen Burnie
      Bancorp of the Grant of any Option or Options. If any eligible Director
      elects to exercise the Option within the option period, he may purchase
      the number of Shares specified in the Option, or a lesser number, but in
      no event less than fifty (50) shares.


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7.      Option Price:

               The purchase price of the shares, under any Option granted
        pursuant to this Plan, shall be the Fair Market Value of the stock on
        the date upon which such Option is granted.

8.      Method of Payment:

               The Option Price shall be paid in full at the time an Option is
        exercised under the Plan. Promptly after the exercise of an Option and
        the full payment of the Option Price, the Participant shall be entitled
        to the issuance of a stock certificate evidencing ownership of such
        Stock. A participant shall have none of the rights of a shareholder with
        respect to shares under option as provided in the Plan until shares are
        issued, and no adjustment will be made for dividends or other rights for
        which the record date is prior to the date such stock certificate is
        issued.

9.      Options to Purchase Shares not Transferable:

               Options granted to an Eligible Director under the Plan are
        exercisable during such Eligible Directors' lifetime, up to the
        limitation in paragraph 6, only by the Director; such Options may not be
        sold, transferred (other than by will or the laws of descent and
        distribution), pledged, or otherwise disposed or encumbered.

10.     Amendment and Termination:

               The Board of Directors may terminate, amend, or revise the Plan
        with respect to any shares, on which Options have not been granted.
        Neither the Board nor the Committee may, without the consent of the
        holder of an Option, alter or impair any Option previously granted under
        the Plan, except as authorized herein. No such revision or amendment
        shall change the number of shares subject to the Plan or permit granting
        of Options under the Plan to persons other than the Directors of Glen
        Burnie Bancorp.

11.     Death:

               If a Director dies during the term of office, or after having
        retired, and without having fully exercised open Options, the executors
        or administrators, or legatees or heirs, of the estate shall have the
        right to exercise such Options to the extent that such deceased Director
        was entitled to exercise the Options on the date of death; provided,
        however, that in no event shall the Options be exercisable more than
        twelve (12) months from the date they were granted, or within nine (9)
        months after Letters of Administration are issued.


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12.     Commencement of Plan:

               The Plan shall not take effect until approved by the Board of
        Directors in accordance with the approval given at the March 11, 1993
        stockholders' meeting.

13.     Governmental Approvals or Consents:

               The Plan and any Options granted thereunder are subject to any
        governmental approvals or consent that may be or become applicable in
        connection therewith. The Board may make such changes in the Plan and
        include such terms in any Option granted under the Plan as may be
        necessary or desirable, in the opinion of counsel of Glen Burnie
        Bancorp, to comply with the rules or regulations of any governmental
        authority, or to be eligible for tax benefits under the Internal Revenue
        Code or laws of any State.

14.     Preemptive Rights:

               Glen Burnie Bancorp stock has preemptive rights that allow
        shareholders to maintain an existing percentage of ownership in the
        Corporation. The adoption of this plan affects the shareholders of the
        Corporation because there is some dilution of their percentage of
        ownership. Therefore, this plan would be an exception to normal
        preemptive rights.