EXHIBIT 10.4


                             THE BANK OF GLEN BURNIE

                             EXECUTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN





                          Effective as of March 9, 2000


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                             THE BANK OF GLEN BURNIE

                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                          Effective as of March 9, 2000

                                TABLE OF CONTENTS


                                    ARTICLE 1

                                   DEFINITIONS
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1.1      ACCOUNT.......................................................................1
1.2      BENEFICIARY...................................................................1
1.3      CODE..........................................................................1
1.4      COMPENSATION..................................................................1
1.5      COMPENSATION DEFERRAL ACCOUNT.................................................1
1.6      COMPENSATION DEFERRALS........................................................1
1.7      DESIGNATION DATE..............................................................1
1.8      EFFECTIVE DATE................................................................2
1.9      ELIGIBLE INDIVIDUAL...........................................................2
1.10     EMPLOYER......................................................................2
1.11     ENTRY DATE....................................................................2
1.12     PARTICIPANT...................................................................2
1.13     PARTICIPANT ENROLLMENT AND ELECTION FORM......................................2
1.14     PLAN..........................................................................2
1.15     PLAN YEAR.....................................................................2
1.16     TRUST.........................................................................2
1.17     TRUSTEE.......................................................................2
1.18     VALUATION DATE................................................................2

                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

2.1      REQUIREMENTS..................................................................3
2.2      RE-EMPLOYMENT.................................................................3
2.3      CHANGE OF EMPLOYMENT CATEGORY.................................................3

                                    ARTICLE 3

                            CONTRIBUTIONS AND CREDITS

3.1      PARTICIPANT COMPENSATION DEFERRALS............................................3
3.2      COMPENSATION DEFERRAL ACCOUNT.................................................4
3.3      CONTRIBUTIONS TO THE TRUST....................................................4
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                                    ARTICLE 4

                               ALLOCATION OF FUNDS

4.1      ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS...........................5
4.2      ACCOUNTING FOR DISTRIBUTIONS..................................................5
4.3      SEPARATE ACCOUNTS.............................................................5
4.4      INTERIM VALUATIONS............................................................5
4.5      DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS..................................6
4.6      EXPENSES......................................................................7
4.7      TAXES.........................................................................7

                                    ARTICLE 5

                             ENTITLEMENT TO BENEFITS

5.1      FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT................................7
5.2      HARDSHIP DISTRIBUTIONS........................................................8
5.3      APPLICATION TO TRUSTEE........................................................8

                                    ARTICLE 6

                            DISTRIBUTION OF BENEFITS

6.1      AMOUNT........................................................................8
6.2      METHOD OF PAYMENT.............................................................9
6.3      RE-EMPLOYMENT OF PARTICIPANT..................................................9
6.4      DEATH BENEFITS................................................................9
6.5      WITHHOLDING..................................................................10

                                    ARTICLE 7

                         BENEFICIARIES; PARTICIPANT DATA

7.1      DESIGNATION OF BENEFICIARIES.................................................10
7.2      INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
         INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES............................10

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                                    ARTICLE 8

                                 ADMINISTRATION
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8.1      ADMINISTRATIVE AUTHORITY.....................................................11
8.2      UNIFORMITY OF DISCRETIONARY ACTS.............................................12
8.3      LITIGATION...................................................................12
8.4      CLAIMS PROCEDURE.............................................................12

                                    ARTICLE 9

                                    AMENDMENT

9.1      RIGHT TO AMEND...............................................................13
9.2      AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.........................13

                                   ARTICLE 10

                                   TERMINATION

10.1     EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN................................13
10.2     AUTOMATIC TERMINATION OF PLAN................................................13
10.3     SUSPENSION OF DEFERRALS......................................................14
10.4     ALLOCATION AND DISTRIBUTION..................................................14
10.5     SUCCESSOR TO EMPLOYER........................................................14

                                   ARTICLE 11

                                    THE TRUST

11.1     ESTABLISHMENT OF TRUST.......................................................14

                                   ARTICLE 12

                                  MISCELLANEOUS

12.1     LIMITATIONS ON LIABILITY OF EMPLOYER.........................................14
12.2     CONSTRUCTION.................................................................15
12.3     SPENDTHRIFT PROVISION........................................................15
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                             THE BANK OF GLEN BURNIE

                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

                          Effective as of March 9, 2000

                                    RECITALS

         This The Bank of Glen Burnie Executive and Director Deferred
Compensation Plan (the "Plan") is adopted by The Bank of Glen Burnie (the
"Employer") for certain of its executive employees and members of its Board of
Directors. The purpose of the Plan is to offer those employees and members of
the Board of Directors an opportunity to elect to defer the receipt of
compensation in order to provide deferred compensation benefits taxable pursuant
to section 451 of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan is intended to be a "top-hat" plan (i.e., an unfunded deferred
compensation plan maintained for a select group of management or
highly-compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974 ("ERISA") and a Board of
Directors deferred compensation plan.

         Accordingly, the following Plan is adopted.

                                    ARTICLE 1

                                   DEFINITIONS

         1.1 ACCOUNT means the balance credited to a Participant's or
Beneficiary's Plan account, including contribution credits and deemed income,
gains and losses (as determined by the Employer, in its discretion) credited
thereto. A Participant's or Beneficiary's Account shall be determined as of the
date of reference.

         1.2 BENEFICIARY means any person or person so designated in accordance
with the provisions of Article 7.

         1.3 CODE means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.

         1.4 COMPENSATION means the total current cash remuneration paid by the
Employer to an Eligible Individual with respect to his or her service for the
Employer.

         1.5 COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.

         1.6 COMPENSATION DEFERRALS is defined in Section 3.2.


         1.7 DESIGNATION DATE means the date or dates as of which a designation
of deemed investment directions by an individual pursuant to Section 4.5, or any
change in a prior




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designation of deemed investment directions by an individual pursuant to Section
4.5, shall become effective. The Designation Dates in any Plan Year shall be
designated by the Employer.

         1.8 EFFECTIVE DATE means the effective date of the Plan, which shall be
March 9, 2000.

         1.9 ELIGIBLE INDIVIDUAL means, for any Plan Year (or applicable portion
thereof), a person who is determined by the Employer, or its designee, to be a
member of a select group of management or highly compensated employees of the
Employer or a member of the Employer's Board of Directors, and who is designated
by the Employer, or its designee, to be an Eligible Individual under the Plan.
By each December 31 (or before the Effective Date for the Plan's first Plan
Year), the Employer shall notify those individuals, if any, who will be Eligible
Individuals for the next Plan Year. If the Employer determines that an
individual first becomes an Eligible Individual during a Plan Year, the Employer
shall notify such individual of its determination and of the date during the
Plan Year on which the individual shall first become an Eligible Individual.

         1.10 EMPLOYER means The Bank of Glen Burnie and its successors and
assigns unless otherwise herein provided, or any other corporation or business
organization which, with the consent of The Bank of Glen Burnie, or its
successors or assigns, assumes the Employer's obligations hereunder, or any
other corporation or business organization which agrees, with the consent of The
Bank of Glen Burnie, to become a party to the Plan.

         1.11 ENTRY DATE with respect to an individual means the first day of
the pay period following the date on which the individual first becomes an
Eligible Individual.

         1.12 PARTICIPANT means any person so designated in accordance with the
provisions of Article 2, including, where appropriate according to the context
of the Plan, any former employee or former member of the Board of Directors who
is or may become (or whose Beneficiaries may become) eligible to receive a
benefit under the Plan.

         1.13 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form or forms
on which a Participant elects to defer Compensation or fees hereunder and/or on
which the Participant makes certain other designations as required thereon.

         1.14 PLAN means this The Bank of Glen Burnie Executive and Director
Deferred Compensation Plan, as amended from time to time.

         1.15 PLAN YEAR means the twelve (12) month period (or for the first
Plan Year, the period beginning March 9, 2000 and ending on December 31, 2000)
ending on the December 31 of each year during which the Plan is in effect.

         1.16 TRUST means the Trust established pursuant to Article 11.

         1.17 TRUSTEE means the trustee of the Trust established pursuant to
Article 11.

         1.18 VALUATION DATE means the last day of each Plan Year and any other
date that the Employer, in its sole discretion, designates as a Valuation Date.

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                                    ARTICLE 2

                          ELIGIBILITY AND PARTICIPATION

         2.1 REQUIREMENTS. Every Eligible Individual on the Effective Date shall
be eligible to become a Participant on the Effective Date. Every other Eligible
Individual shall be eligible to become a Participant on the first Entry Date
occurring on or after the date on which he or she becomes an Eligible
Individual. No individual shall become a Participant, however, if he or she is
not an Eligible Individual on the date his or her participation is to begin.

                  Participation in the Participant Compensation Deferral feature
of the Plan is voluntary. In order to participate in the Participant
Compensation Deferral feature of the Plan, an otherwise Eligible Individual must
make written application in such manner as may be required by Section 3.2 and by
the Employer and must agree to make Compensation Deferrals as provided in
Article 3.

         2.2 RE-EMPLOYMENT. If a Participant whose employment or Director status
with the Employer is terminated is subsequently re-employed or subsequently
becomes a Director of the Employer, he or she shall become a Participant in
accordance with the provisions of Section 2.1.

         2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of the Employer, but ceases to be an Eligible
Individual, he or she shall not be eligible to make Compensation Deferrals
hereunder.

                                    ARTICLE 3

                            CONTRIBUTIONS AND CREDITS

         3.1 PARTICIPANT COMPENSATION DEFERRALS. In accordance with rules
established by the Employer, a Participant may elect to defer Compensation which
is not yet payable and which would otherwise be paid to the Participant. Amounts
so deferred will be considered a Participant's "Compensation Deferrals".
Ordinarily, a Participant shall make such an election with respect to a coming
twelve (12) month Plan Year during the period beginning on the December 1 and
ending on the December 31 of the prior Plan Year, or during such other period
established by the Employer.

                  Compensation Deferrals shall be made through regular payroll
or retainer/meeting fee deductions and/or through an election by the Participant
to defer a bonus payment not yet payable to him or her at the time of the
election. The Participant may reduce his or her regular payroll or
retainer/meeting fee for a particular year by written notice delivered to the
Employer at least thirty (30) days prior to the beginning of any regular payroll
or Director's compensation period, of the payroll or retainer/meeting fee
Compensation Deferral Amount, with such reduction being first effective for
Compensation to be earned in that payroll or Director's compensation period. In
the case of bonus payment deferrals, the Participant may reduce his or her bonus



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payments due to be paid by the Employer by giving written notice to the Employer
of the bonus payment Compensation Deferral amount prior to the date the
applicable bonus is first due to be paid.

                  Once made, a Compensation Deferral regular payroll or
retainer/meeting fee deduction election shall continue in force indefinitely,
until reduced by the Participant on a subsequent Participant Enrollment and
Election Form provided by the Employer as provided above or until increased
during an annual enrollment period under the Plan. A bonus payment reduction
election, or a reduction thereof pursuant to the foregoing, shall continue in
force only for one bonus payment.

                  Notwithstanding the preceding, Participant Compensation
Deferrals shall not exceed such maximum percentages as may be established by the
Employer in its discretion and communicated to Participants from time to time.
If a Participant?s Compensation Deferrals exceed such maximum percentage(s), the
Employer shall have the right to reduce the percentage(s) of the Participant?s
Compensation Deferrals by giving the Participant written notification of such
reduction. As of the Effective Date, Compensation Deferrals made through regular
payroll deductions by a Participant who is an employee of the Employer shall not
exceed ten percent (100%) of the Participant?s base salary, but Compensation
Deferrals made through retainer/meeting fee deductions or through an election by
the Participant to defer a bonus payment shall not be subject to any limitation
on the percentage of the Compensation Deferrals.

                  Compensation Deferrals shall be deducted by the Employer from
the pay of a deferring Participant and shall be credited to the Compensation
Deferral Account of the deferring Participant.

         3.2 COMPENSATION DEFERRAL ACCOUNT. There shall be established and
maintained by the Employer a separate Compensation Deferral Account in the name
of each Participant to which shall be credited or debited: (a) amounts equal to
the Participant's Compensation Deferrals; (b) amounts equal to any deemed
earnings or losses (to the extent realized, based upon deemed fair market value
of the Account's deemed assets, as determined by the Employer, in its
discretion) attributable or allocable thereto; and (c) expenses and/or taxes
charged to that Account.

                  A Participant shall at all times be 100% vested in amounts
credited to his or her Participant Compensation Deferral Account.

         3.3 CONTRIBUTIONS TO THE TRUST. An amount shall be contributed by the
Employer to the Trust maintained under Section 11.1 equal to the amount(s)
required to be credited to the Participant's Account under Sections 3.1 and 3.2.
The Employer shall make a good faith effort to contribute these amounts to the
Trust as soon as is practicable after such amounts are determined.

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                                    ARTICLE 4

                               ALLOCATION OF FUNDS

         4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to
Section 4.5, each Participant shall have the right to direct the Employer as to
how amounts in his or her Plan Account shall be deemed to be invested. Subject
to such limitations as may from time to time be required by law, imposed by the
Employer or the Trustee or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the
Employer, prior to the date on which a direction will become effective, the
Participant shall have the right to direct the Employer as to how amounts in his
or her Account shall be deemed to be invested.

                  The Employer shall direct the Trustee to invest the account
maintained in the Trust on behalf of the Participant pursuant to the deemed
investment directions the Employer properly has received from the Participant.
The value of the Participant's Account shall be equal to the value of the
account maintained under the Trust on behalf of the Participant. As of each
valuation date of the Trust, the Participant's Account will be credited or
debited to reflect the Participant's deemed investments of the Trust.

                  The Participant's Plan Account will be credited or debited
with the increase or decrease in the realizable net asset value or credited
interest, as applicable, of the designated deemed investments, as follows. As of
each Valuation Date, an amount equal to the net increase or decrease in
realizable net asset value or credited interest, as applicable (as determined by
the Employer or the Trustee, as applicable), of each deemed investment option
within the Account since the preceding Valuation Date shall be allocated among
all Participants' Accounts deemed to be invested in that investment option in
accordance with the ratio which the portion of the Account of each Participant
which is deemed to be invested within that investment option, determined as
provided herein, bears to the aggregate of all amounts deemed to be invested
within that investment option.

         4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution
hereunder, the distribution made hereunder to the Participant or his or her
Beneficiary or Beneficiaries shall be charged to such Participant's Account.
Such amounts shall be charged on a pro rata basis against the investments of the
Trust in which the Participant's Account is deemed to be invested.

         4.3 SEPARATE ACCOUNTS. A separate account under the Plan shall be
established and maintained by the Employer to reflect the Account for each
Participant with sub-accounts to show separately the applicable deemed
investments of the Account.

         4.4 INTERIM VALUATIONS. If it is determined by the Employer that the
value of a Participant's Account as of any date on which distributions are to be
made differs materially from the value of the Participant's Account on the prior
Valuation Date upon which the distribution is to be based, the Employer, in its
discretion, shall have the right to designate any

                                       5

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date in the interim as a Valuation Date for the purpose of revaluing the
Participant's Account so that the Account will, prior to the distribution,
reflect its share of such material difference in value.

         4.5 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer, prior
to and effective for each Designation Date, each Participant may communicate to
the Employer a direction as to how his or her Plan Accounts should be deemed to
be invested (in any whole dollar amounts or percentage multiples) among such
categories of deemed investments as may be made available by the Employer
hereunder. Such direction may separately designate deemed investments (a) for
that portion of the Participant's Account attributable to amounts that will be
credited to the Participant's Account prior to the Designation Date on which
such direction shall become effective, and (b) for that portion of the
Participant's Account attributable to amounts that will be credited to the
Participant's Account after the Designation Date on which such direction shall
become effective, and shall be subject to the following rules:


                  (i) Any initial or subsequent deemed investment direction
shall be in writing, on a form supplied by and filed with the Employer (or made
in such other manner specified by the Employer), and shall be effective as of
the next Designation Date after such filing.

                  (ii) All amounts credited to the Participant's Account shall
be deemed to be invested in accordance with the then effective deemed investment
direction, and as of the effective date of any new deemed investment direction,
all or a portion of the Participant's Account at that date shall be reallocated
among the designated deemed investment funds according to the percentages
specified in the new deemed investment direction unless and until a subsequent
deemed investment direction shall be filed and become effective. An election
concerning deemed investment choices shall continue indefinitely until changed
by the Participant in a manner permitted by the Employer.

                  (iii) If the Employer receives an initial or revised deemed
investment direction which it deems to be incomplete, unclear or improper, the
Participant's investment direction then in effect shall remain in effect (or, in
the case of a deficiency in an initial deemed investment direction, the
Participant shall be deemed to have filed no deemed investment direction) until
the next Designation Date, unless the Employer provides for, and permits the
application of, corrective action prior thereto.

                  (iv) If the Employer possesses (or is deemed to possess as
provided in (c), above) at any time directions as to the deemed investment of
less than all of a Participant's Account, the Participant shall be deemed to
have directed that the undesignated portion of the Account be deemed to be
invested in a money market, fixed income, or similar fund made available under
the Plan as determined by the Employer in its discretion.

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                  (v) Each Participant hereunder, as a condition to his or her
participation hereunder, agrees to indemnify and hold harmless the Employer and
its agents and representatives from any losses or damages of any kind relating
to the deemed investment of the Participant's Account hereunder.

                  (vi) Each reference in this Section to a Participant shall be
deemed to include, where applicable, a reference to a Beneficiary.

         4.6 EXPENSES. Expenses, including Trustee fees, allocable to the
administration or operation of an Account maintained under the Plan shall be
paid by the Employer unless, in the discretion of the Employer, the Employer
elects to charge such expenses, or any portion thereof, against the appropriate
Participant's Account or Participants' Accounts. If an expense, or any portion
thereof, is charged against a Participant's Account, at the discretion of the
Employer, such expense, or any portion thereof, either (a) will reduce the
contribution to the Trust under Section 3.3 next due to be made by the Employer
in respect of the Account, or (b) will be paid from the Trust to the Employer
out of assets of the Trust corresponding to the Participant's Account hereunder.

         4.7 TAXES. Any taxes allocable to an Account (or portion thereof)
maintained under the Plan which are payable prior to the distribution of the
Account (or portion thereof), as determined by the Employer, shall be paid by
the Employer unless, in the discretion of the Employer, the Employer elects to
charge such taxes against the appropriate Participant's Account or Participants?
Accounts. If a tax amount is charged against a Participant's Account, at the
discretion of the Employer, such expense either (a) will reduce the contribution
to the Trust under Section 3.3 next due to be made by the Employer in respect of
the Account, or (b) will be paid from the Trust to the Employer out of assets of
the Trust corresponding to the Participant's Account.

                                    ARTICLE 5

                             ENTITLEMENT TO BENEFITS

         5.1 FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or her
Participant Enrollment and Election Form, a Participant may select a fixed
payment date for the payment or commencement of payment of his or her vested
Account, which will be valued and payable according to the provisions of Article
6. Such a fixed payment date may be extended to later dates so long as elections
to so extend are made by the Participant prior to the then applicable fixed
date. Such a fixed payment date may not be accelerated.

                  Alternatively, on his or her Participant Enrollment and
Election Form, a Participant may select payment or commencement of payment of
his or her vested Account at his or her termination of employment or Director
status with the Employer, or at the earlier of a fixed payment date or his or
her termination of employment or Director status with the Employer. In either of
these cases, the extension and non-acceleration rules discussed above shall
apply to such fixed payment date and/or termination of employment or Director
status date, as applicable.

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                  Any fixed payment date elected by a Participant pursuant to
the foregoing must be no earlier than the January 1 of the third calendar year
in which the election is made.

                  If a Participant does not select a payment date pursuant to
the foregoing, his or her vested Account shall be distributed or commence to be
distributed, as provided in Article 6, at the termination of his or her
employment or Director status with the Employer.

         5.2 HARDSHIP DISTRIBUTIONS. In the event of financial hardship of the
Participant, as hereinafter defined, the Participant may apply to the Employer
for the distribution of all or any part of his or her vested Account. The
Employer shall consider the circumstances of each such case, and the best
interests of the Participant and his or her family, and shall have the right, in
its sole discretion, if applicable, to allow such distribution, or, if
applicable, to direct a distribution of part of the amount requested, or to
refuse to allow any distribution. Upon a finding of financial hardship, the
Employer shall make the appropriate distribution to the Participant from amounts
held by the Employer in respect of the Participant's vested Account. In no event
shall the aggregate amount of the distribution exceed either the full value of
the Participant's vested Account or the amount determined by the Employer to be
necessary to alleviate the Participant's financial hardship (which financial
hardship may be considered to include any taxes due because of the distribution
occurring because of this Section), and which is not reasonably available from
other resources of the Participant. For purposes of this Section, the value of
the Participant's vested Account shall be determined as of the date of the
distribution.

                  "Financial hardship" means (a) a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in Code section 152(a)) of the
Participant, (b) loss of the Participant's property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, each as determined to exist by
the Employer. A distribution may be made under this Section only with the
consent of the Employer.

         5.3 APPLICATION TO TRUSTEE. On the date or dates on which a Participant
or Beneficiary is entitled to payment under Section 5.1, the Participant or
Beneficiary need not make application for payment to the Employer, but instead
may make application for payment directly to the Trustee who shall pay the
Participant or Beneficiary the appropriate amount directly from the Trust
without the consent of the Employer. The Trustee shall report the amount of each
such payment, and any withholding thereon, to the Employer.

                                    ARTICLE 6

                            DISTRIBUTION OF BENEFITS

         6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become
entitled to receive, on or about the date or dates selected by the Participant
on his or her Participant Enrollment and Election Form or, if none, on or about
the date of the Participant?s termination of employment or Director status with
the Employer (as provided in Article 5), a distribution in an aggregate amount
equal to the Participant's vested Account. Any payment due hereunder from

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the Trust which is not paid by the Trust for any reason will be paid by the
Employer from its general assets.

         6.2 METHOD OF PAYMENT.

                  (a) Cash Or In-Kind Payments. Payments under the Plan shall be
made in cash or in-kind, as elected by the Participant, as permitted by the
Employer and the Trustee in their sole and absolute discretion and subject to
applicable restrictions on transfer as may be applicable legally or
contractually.

                  (b) Timing and Manner of Payment. In the case of distributions
to a Participant or his or her Beneficiary by virtue of an entitlement pursuant
to Sections 5.1, an aggregate amount equal to the Participant's vested Account
will be paid by the Trust or the Employer, as provided in Section 6.1, in a lump
sum or in five (5), ten (10), or fifteen (15) substantially equal annual
installments (adjusted for gains and losses), as selected by the Participant
prior to the date on which amounts are first payable to the Participant.

                  If a Participant fails to designate properly the manner of
payment of the Participant's benefit under the Plan, such payment will be in a
lump sum.

                  If the whole or any part of a payment hereunder is to be in
installments, the total to be so paid shall continue to be deemed to be invested
pursuant to Sections 4.1 and 4.5 under such procedures as the Employer may
establish, in which case any deemed income, gain, loss or expense attributable
thereto (as determined by the Trustee, in its discretion) shall be reflected in
the installment payments, in such equitable manner as the Trustee shall
determine.

         6.3 RE-EMPLOYMENT OF PARTICIPANT. If a Participant who has terminated
his or her employment or Director status with the Employer is receiving
installment distributions pursuant to Section 6.2 and is re-employed by the
Employer (or becomes a member of the Employer?s Board of Directors), the
remaining distributions due to the Participant shall be suspended until such
times as the Participant once again becomes eligible for benefits under Sections
5.1 or 5.2, at which time such distribution shall commence, subject to the
limitations and conditions contained in this Plan.

         6.4 DEATH BENEFITS. If a Participant dies before terminating his or her
employment or Director status with the Employer and before the commencement of
payments to the Participant hereunder, the entire value of the Participant's
Account shall be paid, at the time(s) selected by the Participant under Article
5 and in the manner provided in Section 6.2, to the person or persons designated
in accordance with Section 7.1.

                  Upon the death of a Participant after payments hereunder have
begun but before he or she has received all payments to which he or she is
entitled under the Plan, the remaining benefit payments shall be paid to the
person or persons designated in accordance with Section 7.1 in the manner in
which such benefits were payable to the Participant.

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         6.5 WITHHOLDING. All distributions under the Plan are subject to any
applicable tax withholding, as determined by the Employer in its discretion.

                                    ARTICLE 7

                         BENEFICIARIES; PARTICIPANT DATA

         7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time
may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan upon or
after the Participant's death, and such designation may be changed from time to
time by the Participant by filing a new designation. Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Employer, and will be effective only when filed in writing
with the Employer during the Participant's lifetime.

                  In the absence of a valid Beneficiary designation, or if, at
the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any such
benefit payment to the Participant's spouse, if then living, but otherwise to
the Participant's then living descendants, if any, per stirpes, but, if none, to
the Participant's estate. In determining the existence or identity of anyone
entitled to a benefit payment, the Employer may rely conclusively upon
information supplied by the Participant's personal representative, executor or
administrator.

                  If a question arises as to the existence or identity of anyone
entitled to receive a benefit payment as aforesaid, or if a dispute arises with
respect to any such payment, then, notwithstanding the foregoing, the Employer,
in its sole discretion, may distribute such payment to the Participant's estate
without liability for any tax or other consequences which might flow therefrom,
or may take such other action as the Employer deems to be appropriate.

         7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Employer's records shall be binding on the
Participant or Beneficiary for all purposes of the Plan. The Employer shall not
be obliged to search for any Participant or Beneficiary beyond the sending of a
registered letter to such last known address. If the Employer notifies any
Participant or Beneficiary that he or she is entitled to an amount under the
Plan and the Participant or Beneficiary fails to claim such amount or make his
or her location known to the Employer within three (3) years thereafter, then,
except as otherwise required by law, if the location of one or more of the next
of kin of the Participant is known to the Employer, the Employer may direct
distribution of such amount to any one or more or all of such next of kin, and
in such proportions as the Employer determines. If the location of none of the
foregoing persons can be determined, the Employer shall have the right to direct
that the amount payable shall be deemed to be a forfeiture, except that the
dollar amount of the forfeiture, unadjusted for deemed gains or losses in the
interim, shall be paid by the Employer if a claim for the benefit subsequently
is made by the Participant or the Beneficiary to whom it was payable. If a
benefit
                                       10


<PAGE>

payable to an unlocated Participant or Beneficiary is subject to escheat
pursuant to applicable state law, the Employer shall not be liable to any person
for any payment made in accordance with such law.

                                    ARTICLE 8

                                 ADMINISTRATION

         8.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided
herein, the Employer, acting through its Board of Directors or the designee(s)
thereof, shall have the sole responsibility for and the sole control of the
operation and administration of the Plan, and shall have the power and authority
to take all action and to make all decisions and interpretations which may be
necessary or appropriate in order to administer and operate the Plan, including,
without limiting the generality of the foregoing, the power, duty and
responsibility to:

                  (a) Resolve and determine all disputes or questions arising
under the Plan, and to remedy any ambiguities, inconsistencies or omissions in
the Plan.

                  (b) Adopt such rules of procedure and regulations as in its
opinion may be necessary for the proper and efficient administration of the Plan
and as are consistent with the Plan.

                  (c) Implement the Plan in accordance with its terms and the
rules and regulations adopted as above.

                  (d) Make determinations with respect to the eligibility of any
Eligible Individual as a Participant and make determinations concerning the
crediting of Plan Accounts.

                  (e) Appoint any persons or firms, or otherwise act to secure
specialized advice or assistance, as it deems necessary or desirable in
connection with the administration and operation of the Plan, and the Employer
shall be entitled to rely conclusively upon, and shall be fully protected in any
action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons. The Employer shall have the power and
authority to delegate from time to time by written instrument all or any part of
its duties, powers or responsibilities under the Plan, both ministerial and
discretionary, as it deems appropriate, to any person or committee, and in the
same manner to revoke any such delegation of duties, powers or responsibilities.
Any action of such person or committee in the exercise of such delegated duties,
powers or responsibilities shall have the same force and effect for all purposes
hereunder as if such action had been taken by the Employer. Further, the
Employer may authorize one or more persons to execute any certificate or
document on behalf of the Employer, in which event any person notified by the
Employer of such authorization shall be entitled to accept and conclusively rely
upon any such certificate or document executed by such person as representing
action by the Employer until such notified person shall have been notified of
the revocation of such authority.

                                       11

<PAGE>


         8.2 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or
operation of the Plan discretionary actions by the Employer are required or
permitted, such actions shall be consistently and uniformly applied to all
persons similarly situated, and no such action shall be taken which shall
discriminate in favor of any particular person or group of persons.

         8.3 LITIGATION. Except as may be otherwise required by law, in any
action or judicial proceeding affecting the Plan, no Participant or Beneficiary
shall be entitled to any notice or service of process, and any final judgment
entered in such action shall be binding on all persons interested in, or
claiming under, the Plan.

         8.4 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a
"Claimant") shall present the claim, in writing, to the Employer or the Trustee,
and the Employer or the Trustee shall respond in writing. If the claim is
denied, the written notice of denial shall state, in a manner calculated to be
understood by the Claimant:

                  (a) The specific reason or reasons for the denial, with
specific references to the Plan provisions on which the denial is based;

                  (b) A description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation of why
such material or information is necessary; and

                  (c) An explanation of the Plan's claims review procedure.

                  The written notice denying or granting the Claimant's claim
shall be provided to the Claimant within ninety (90) days after the Employer's
or Trustee's receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished by the Employer or Trustee to
the Claimant within the initial ninety (90) day period and in no event shall
such an extension exceed a period of ninety (90) days from the end of the
initial ninety (90) day period. Any extension notice shall indicate the special
circumstances requiring the extension and the date on which the Employer or
Trustee expects to render a decision on the claim. Any claim not granted or
denied within the period noted above shall be deemed to have been denied.

                  Any Claimant whose claim is denied, or deemed to have been
denied under the preceding sentence (or such Claimant's authorized
representative), may, within sixty (60) days after the Claimant's receipt of
notice of the denial, or after the date of the deemed denial, request a review
of the denial by notice given, in writing, to the Employer or Trustee. Upon such
a request for review, the claim shall be reviewed by the Employer or Trustee (or
its designated representative) which may, but shall not be required to, grant
the Claimant a hearing. In connection with the review, the Claimant may have
representation, may examine pertinent documents, and may submit issues and
comments in writing.

                                       12


<PAGE>



                  The decision on review normally shall be made within sixty
(60) days of the Employer's receipt of the request for review. If an extension
of time is required due to special circumstances, the Claimant shall be
notified, in writing, by the Employer or Trustee, and the time limit for the
decision on review shall be extended to one hundred twenty (120) days. The
decision on review shall be in writing and shall state, in a manner calculated
to be understood by the Claimant, the specific reasons for the decision and
shall include references to the relevant Plan provisions on which the decision
is based. The written decision on review shall be given to the Claimant within
the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time
limit discussed above. If the decision on review is not communicated to the
Claimant within the sixty (60) day (or, if applicable, the one hundred twenty
(120) day) period discussed above, the claim shall be deemed to have been denied
upon review. All decisions on review shall be final and binding with respect to
all concerned parties.

                                    ARTICLE 9

                                    AMENDMENT

         9.1 RIGHT TO AMEND. The Employer, by written instrument executed by a
duly authorized representative of the Employer, shall have the right to amend
the Plan, at any time and with respect to any provisions hereof, and all parties
hereto or claiming any interest hereunder shall be bound by such amendment;
provided, however, that no such amendment shall deprive a Participant or a
Beneficiary of a right accrued hereunder prior to the date of the amendment.

         9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.
Notwithstanding the provisions of Section 9.1, the Plan may be amended by the
Employer at any time, retroactively if required, in the opinion of the Employer,
in order to ensure that the Plan is characterized as "top-hat" plan as described
under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan
to the provisions and requirements of any applicable law (including ERISA and
the Code). No such amendment shall be considered prejudicial to any interest of
a Participant or a Beneficiary hereunder.

                                   ARTICLE 10

                                   TERMINATION

         10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer
reserves the right to terminate the Plan and/or its obligation to make further
credits to Plan Accounts. The Employer also reserves the right to suspend the
operation of the Plan for a fixed or indeterminate period of time.

         10.2 AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall
terminate upon the dissolution of the Employer, or upon its merger into or
consolidation with any other corporation or business organization if there is a
failure by the surviving corporation or business organization to adopt
specifically and agree to continue the Plan.


                                       13


<PAGE>

         10.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan,
the Employer shall continue all aspects of the Plan, other than Compensation
Deferrals and Employer Contribution Credits, during the period of the
suspension, in which event payments hereunder will continue to be made during
the period of the suspension in accordance with Articles 5 and 6.

         10.4 ALLOCATION AND DISTRIBUTION. This Section shall become operative
on a complete termination of the Plan. The provisions of this Section also shall
become operative in the event of a partial termination of the Plan, as
determined by the Employer, but only with respect to that portion of the Plan
attributable to the Participants to whom the partial termination is applicable.
Upon the effective date of any such event, notwithstanding any other provisions
of the Plan, no persons who were not theretofore Participants shall be eligible
to become Participants, the value of the interest of all Participants and
Beneficiaries shall be determined and, after deduction of estimated expenses in
liquidating and, if applicable, paying Plan benefits, paid to them as soon as is
practicable after such termination.

         10.5 SUCCESSOR TO EMPLOYER. Any corporation or other business
organization which is a successor to the Employer by reason of a consolidation,
merger or purchase of substantially all of the assets of the Employer shall have
the right to become a party to the Plan by adopting the same by resolution of
the entity's board of directors or other appropriate governing body. If, within
ninety (90) days from the effective date of such consolidation, merger or sale
of assets, such new entity does not become a party hereto, as above provided,
the Plan automatically shall be terminated, and the provisions of Section 10.4
shall become operative.

                                   ARTICLE 11

                                    THE TRUST

         11.1 ESTABLISHMENT OF TRUST. The Employer shall establish the Trust
with the Trustee pursuant to such terms and conditions as are set forth in the
Trust agreement to be entered into between the Employer and the Trustee. The
Trust is intended to be treated as a "grantor" trust under the Code and the
establishment of the Trust is not intended to cause the Participant to realize
current income on amounts contributed thereto, and the Trust shall be so
interpreted.

                                   ARTICLE 12

                                  MISCELLANEOUS

         12.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of
the Plan nor any modification thereof, nor the creation of any account under the
Plan, nor the payment of any benefits under the Plan shall be construed as
giving to any Participant or other person any legal or equitable right against
the Employer, or any officer or employer thereof except as provided by law or by
any Plan provision. The Employer does not in any way guarantee any Participant's
Account from loss or depreciation, whether caused by poor investment performance
of a deemed investment or the inability to realize upon an investment due to an
insolvency affecting an investment vehicle or any other reason. In no event
shall the Employer, or any
                                       14

<PAGE>

successor, employee, officer, director or stockholder of the Employer, be liable
to any person on account of any claim arising by reason of the provisions of the
Plan or of any instrument or instruments implementing its provisions, or for the
failure of any Participant, Beneficiary or other person to be entitled to any
particular tax consequences with respect to the Plan, or any credit or
distribution hereunder.


         12.2 CONSTRUCTION. If any provision of the Plan is held to be illegal
or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein.
For all purposes of the Plan, where the context admits, the singular shall
include the plural, and the plural shall include the singular. Headings of
Articles and Sections herein are inserted only for convenience of reference and
are not to be considered in the construction of the Plan. The laws of the State
of Maryland shall govern, control and determine all questions of law arising
with respect to the Plan and the interpretation and validity of its respective
provisions, except where those laws are preempted by the laws of the United
States. Participation under the Plan will not give any Participant the right to
be retained in the service of the Employer nor any right or claim to any benefit
under the Plan unless such right or claim has specifically accrued hereunder.

                  The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded deferred
compensation plan, and no provision of the Plan shall be interpreted so as to
give any individual any right in any assets of the Employer which right is
greater than the rights of a general unsecured creditor of the Employer.

         12.3 SPENDTHRIFT PROVISION. No amount payable to a Participant or a
Beneficiary under the Plan will, except as otherwise specifically provided by
law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto. Further, (i) the withholding of taxes from Plan
benefit payments, (ii) the recovery under the Plan of overpayments of benefits
previously made to a Participant or Beneficiary, (iii) if applicable, the
transfer of benefit rights from the Plan to another plan, or (iv) the direct
deposit of benefit payments to an account in a banking institution (if not
actually part of an arrangement constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

                  In the event that any Participant's or Beneficiary's benefits
hereunder are garnished or attached by order of any court, the Employer or
Trustee may bring an action or a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid under
the Plan. During the pendency of said action, any benefits that become payable
shall be held as credits to the Participant's or Beneficiary's Account or, if
the Employer or Trustee prefers, paid into the court as they become payable, to
be distributed by the court to the recipient as the court deems proper at the
close of said action.

                                       15

<PAGE>



         IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and
its seal to be affixed hereto, effective as of the 9th day of March, 2000.


ATTEST/WITNESS                          THE BANK OF GLEN BURNIE

/s/ John I. Young                       By:  /s/ F. William Kuethe, Jr. (SEAL)
-----------------                       --------------------------------------
Print Name:   John I. Young             Print Name:  F. William Kuethe, Jr.

                                        Date: March 9, 2000
                                        --------------------


                                       16