**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-K**





xAnnual
      report
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      fiscal year ended December 31, 2007 or





oTransition
      report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
      period from  to  .





**Commission
      file number:**  **0-24047**





**GLEN
      BURNIE BANCORP**


(Exact
      name of registrant as specified in its charter)





MARYLAND
            
            52-1782444(State
                or other jurisdiction
            
            (I.R.S.
                Employerof
                incorporation or organization)
            
            Identification
                No.)





101
                Crain Highway, S.E., Glen Burnie, Maryland
            
            21061(Address
                of principal executive offices)
            
            (Zip
                Code)Registrant’s
                telephone number, including area code
            
            (410)
                766-3300





Securities
      registered pursuant to Section 12(b) of the Act:





Title
                of Class
            
            Name
                of Each Exchange on Which RegisteredNone
            
            None





Securities
      registered pursuant to Section 12(g) of the Act:





Title
      of Class


**Common
      Stock, $1.00 par value**


**Common
      Stock Purchase Rights**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act. Yes oNo x





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes xNo o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statement
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. o





Indicate
      by check mark if the registrant is a large accelerated filer, an accelerated
      filer, a non-accelerated filer, or a smaller reporting company. See definition
      of “large accelerated filer,” “accelerated filer” and “smaller reporting
      company” in Rule 12b-2 of the Exchange Act.




Large
      Accelerated Filer o Accelerated
      Filer o Non-Accelerated
      Filer o Smaller
      Reporting Company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo x





The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant as of June 29, 2007 was $34,966,147.





The
      number of shares of common stock outstanding as of January 29, 2008 was
      2,998,028.




DOCUMENTS
        INCORPORATED BY REFERENCE


To
      the
      extent specified, Part III of this Form 10-K incorporates information by
      reference to the Registrant’s definitive proxy statement for its 2008 Annual
      Meeting of Shareholders (to be filed).









**GLEN
      BURNIE BANCORP**


2007
      ANNUAL REPORT ON FORM 10-K





Table
      of Contents




PagePART
                IItem
                1.
            Business
            3Item
                1A.
            Risk
                Factors
            16Item
                1B.
            Unresolved
                Staff Comments
            19Item
                2.
            Properties
            20Item
                3.
            Legal
                Proceedings
            20Item
                4.
            Submission
                of Matters to Vote of Security Holders
            20Executive
                Officers of the Registrant
            21PART
                IIItem
                5.
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            22Item
                6.
            Selected
                Financial Data
            24Item
                7.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            25Item
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            35Item
                8.
            Financial
                Statements and Supplementary Data
            35Item
                9.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            35Item 9A.
            Controls
                and Procedures
            35Item
                9B.
            Other
                Information
            36PART
                IIIItem
                10.
            Directors,
                Executive Officers and Corporate Governance
            37Item
                11.
            Executive
                Compensation
            37Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            37Item
                13.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            37Item
                14.
            Principal
                Accountant Fees and Services
            37PART
                IVItem
                15.
            Exhibits
                and Financial Statement Schedules
            38Signatures
            39











**PART
      I**





**ITEM
      1****.****BUSINESS**





**General**





Glen
      Burnie Bancorp (the “Company”) is a bank holding company organized in 1990 under
      the laws of the State of Maryland. It presently owns all the outstanding shares
      of capital stock of The Bank of Glen Burnie (the “Bank”), a commercial bank
      organized in 1949 under the laws of the State of Maryland, serving northern
      Anne
      Arundel County and surrounding areas from its main office and branch in Glen
      Burnie, Maryland and branch offices in Glen Burnie (South Crain location),
      Odenton, Riviera Beach, Crownsville, Severn, Linthicum and Severna Park,
      Maryland. The Bank also maintains two remote Automated Teller Machine (“ATM”)
      locations in Ferndale and Pasadena, Maryland. The Bank maintains a website
      at
      www.thebankofglenburnie.com. The Bank is the oldest independent commercial
      bank
      in Anne Arundel County. The Bank is engaged in the commercial and retail banking
      business as authorized by the banking statutes of the State of Maryland,
      including the acceptance of demand and time deposits, and the origination of
      loans to individuals, associations, partnerships and corporations. The Bank’s
      real estate financing consists of residential first and second mortgage loans,
      home equity lines of credit and commercial mortgage loans. Commercial lending
      consists of both secured and unsecured loans. The Bank also originates
      automobile loans through arrangements with local automobile dealers. The Bank’s
      deposits are insured up to applicable limits by the Federal Deposit Insurance
      Corporation (“FDIC”).





The
      Company’s principal executive office is located at 101 Crain Highway, S.E., Glen
      Burnie, Maryland 21061. Its telephone number at such office is (410)
      766-3300.





Information
      on the Company and its subsidiary Bank may be obtained from the Company’s
      website www.thebankofglenburnie.com .
      Copies
      of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q,
      current reports on Form 8-K, and all amendments thereto are available free
      of
      charge on the website as soon as they are filed with the SEC through a link
      to
      the SEC’s EDGAR reporting system. Simply select the “Investor Relations” menu
      item, then click on the “All SEC Filings” or “Insider Transactions”
link.




**Market
      Area**





The
      Bank
      considers its principal market area for lending and deposit products to consist
      of Northern Anne Arundel County, Maryland, which consists of those portions
      of
      the county north of U.S. Route 50. Northern Anne Arundel County includes mature
      suburbs of the City of Baltimore, which in recent years have experienced modest
      population growth and are characterized by an aging population. Management
      believes that the majority of the working population in its market area either
      commutes to Baltimore or is employed at businesses located at or around the
      nearby Baltimore Washington International Airport. Anne Arundel County is
      generally considered to have more affordable housing than other suburban
      Baltimore areas and attracts younger persons and minorities on this basis.
      This
      inflow, however, has not been sufficient to affect current population
      trends.





**Lending
      Activities**





The
      Bank
      offers a full range of consumer and commercial loans. The Bank’s lending
      activities include residential and commercial real estate loans, construction
      loans, land acquisition and development loans, commercial loans and consumer
      installment lending including indirect automobile lending. Substantially all
      of
      the Bank’s loan customers are residents of Anne Arundel County and surrounding
      areas of Central Maryland. The Bank solicits loan applications for commercial
      loans from small to medium sized businesses located in its market area. The
      Company believes that this is a market in which a relatively small community
      bank, like the Bank, has a competitive advantage in personal service and
      flexibility. The Bank’s consumer lending currently consists primarily of
      indirect automobile loans originated through arrangements with local dealers.





The
      Company’s total loan portfolio increased during the 2007, 2006, 2005, 2004, and
      2003 fiscal years. In 2007, the increases were due to residential and commercial
      mortgages and construction, offset by a decrease in indirect lending and
      mortgage participations purchased and an increase in mortgage participations
      sold. In 2006, the increases were primarily due to an increase in commercial
      mortgages (due to an increase in participations), offset by decreases in
      residential mortgages and indirect automobile loans. In 2005, the increases
      were
      primarily due to an increase in commercial and industrial mortgages and indirect
      automobile loans. In 2003 and 2004, the increases in loans were primarily due
      to
      increases in residential mortgages. The commercial mortgage portfolio declined
      in 2003 as a result of softening loan demand and increased competition from
      large financial institutions. From 2003 to 2004, the residential mortgage
      portfolio achieved steady increases due to a strong housing market
      environment.




3




The
      following table provides information on the composition of the loan portfolio
      at
      the indicated dates.




**At
                December 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars
                in Thousands)**
            
            $
            
            %
            
            $
            
            %
            
            $
            
            %
            
            $
            
            %
            
            $
            
            %Mortgage:Residential
            
            $
            76,781
            
            
            37.98
            %
            $
            68,341
            
            
            34.88
            %
            $
            71,841
            
            
            37.17
            %
            $
            71,039
            
            
            38.27
            %
            $
            64,471
            
            
            36.62
            %Commercial
            
            
            47,843
            
            
            23.66
            
            
            53,164
            
            
            27.13
            
            
            37,666
            
            
            19.50
            
            
            31,983
            
            
            17.23
            
            
            28,525
            
            
            16.20Construction
                and land development
            
            
            5,876
            
            
            2.91
            
            
            1,609
            
            
            0.83
            
            
            1,402
            
            
            0.73
            
            
            2,080
            
            
            1.12
            
            
            3,112
            
            
            1.77Consumer:Installment
            
            
            17,087
            
            
            8.45
            
            
            15,044
            
            
            7.67
            
            
            15,748
            
            
            8.15
            
            
            19,019
            
            
            10.25
            
            
            19,767
            
            
            11.23Credit
                card
            
            
            143
            
            
            0.07
            
            
            144
            
            
            0.08
            
            
            128
            
            
            0.07
            
            
            180
            
            
            0.10
            
            
            175
            
            
            0.10Indirect
                automobile
            
            
            49,260
            
            
            24.37
            
            
            52,539
            
            
            26.81
            
            
            60,510
            
            
            31.31
            
            
            55,703
            
            
            30.00
            
            
            53,883
            
            
            30.61Commercial
            
            
            5,184
            
            
            2.56
            
            
            5,077
            
            
            2.60
            
            
            5,932
            
            
            3.07
            
            
            5,618
            
            
            3.03
            
            
            6,113
            
            
            3.47Gross
                loans
            
            
            202,174
            
            
            100.00
            %
            
            195,918
            
            
            100.00
            %
            
            193,227
            
            
            100.00
            %
            
            185,622
            
            
            100.00
            %
            
            176,046
            
            
            100.00
            %Unearned
                income on loans
            
            
            (816
            )
            
            
            
            
            (743
            )
            
            
            
            
            (821
            )
            
            
            
            
            (919
            )
            
            
            
            
            (981
            )Gross
                loans net ofunearned
                income
            
            
            201,357
            
            
            
            
            
            195,175
            
            
            
            
            
            192,406
            
            
            
            
            
            184,703
            
            
            
            
            
            175,065Allowance
                for creditlosses
            
            
            (1,604
            )
            
            
            
            
            (1,839
            )
            
            
            
            
            (2,201
            )
            
            
            
            
            (2,412
            )
            
            
            
            
            (2,246
            )Loans,
                net
            
            $
            199,753
            
            
            
            
            $
            193,336
            
            
            
            
            $
            190,205
            
            
            
            
            $
            182,291
            
            
            
            
            $
            172,819




The
      following table sets forth the maturities for various categories of the loan
      portfolio at December 31, 2007. Demand loans and loans which have no stated
      maturity, are treated as due in one year or less. At December 31, 2007, the
      Bank
      had $23,356,106 in loans due after one year with variable rates and $153,419,843
      in such loans with fixed rates.





**Due Within**
              **One Year**
            
            **Due Over One To**
              **Five Years**
            
            **Due Over**
              **Five Years**
            
            **Total****(In
                Thousands)**Real
                Estate - mortgage:Residential
            
            $
            4,843
            
            $
            3,138
            
            $
            68,800
            
            $
            76,781Commercial
            
            
            10,010
            
            
            20,667
            
            
            17,166
            
            
            47,843Construction
                and landdevelopment
            
            
            1,299
            
            
            1,712
            
            
            2,865
            
            
            5,876Installment
            
            
            1,227
            
            
            10,971
            
            
            4,889
            
            
            17,087Credit
                Card
            
            
            143
            
            
            -
            
            
            -
            
            
            143Indirect
                automobile
            
            
            1,265
            
            
            40,693
            
            
            7,302
            
            
            49,260Commercial
            
            
            5,177
            
            
            7
            
            
            -
            
            
            5,184$
            23,964
            
            $
            77,188
            
            $
            101,022
            
            $
            202,174





**Real
      Estate Lending.** The Bank
      offers long-term mortgage financing for residential and commercial real estate
      as well as shorter term construction and land development loans. Residential
      mortgage and residential construction loans are originated with fixed rates,
      while commercial mortgages may be originated on either a fixed or variable
      rate
      basis. Commercial construction loans are generally originated on a variable
      rate
      basis. Substantially all of the Bank’s real estate loans are secured by
      properties in Anne Arundel County, Maryland **.** Under
      the
      Bank’s loan policies, the maximum permissible loan-to-value ratio for
      owner-occupied residential mortgages is 80% of the lesser of the purchase price
      or appraised value. The Bank, however, will make loans secured by owner-occupied
      residential real estate with loan-to-value ratios up to 95% (some restrictions
      may apply), provided the borrower obtains private mortgage insurance for the
      portion of the loan in excess of 80%. For residential investment properties,
      the
      maximum loan-to-value ratio is 80%. The maximum permissible loan-to-value ratio
      for residential and residential construction loans is 80%. The maximum
      loan-to-value ratio for permanent commercial mortgages is 75%. The maximum
      loan-to-value ratio for land development loans is 70% and for unimproved land
      is
      65%. The Bank also offers home equity loans secured by the borrower’s primary
      residence, provided that the aggregate indebtedness on the property does not
      exceed 80% of its value. Because mortgage lending decisions are based on
      conservative lending policies, the Company has no exposure to the credit issues
      affecting the sub-prime residential mortgage market.





**Commercial
      Lending.** The
      Bank’s commercial loan portfolio consists of demand, installment and time loans
      for commercial purposes. The Bank’s business demand, installment and time
      lending includes various working capital loans, equipment, vehicles, lines
      of
      credit and letters of credit for commercial customers. Demand loans require
      the
      payment of interest until called, while installment loans require a monthly
      payment of principal and interest, and time loans require at maturity a single
      payment of principal and interest due monthly. Such loans may be made on a
      secured or an unsecured basis. All such loans are underwritten on the basis
      of
      the borrower’s creditworthiness rather than the value of the
      collateral.




4




**Installment
      Lending.** The Bank
      makes consumer and commercial installment loans for the purchase of automobiles,
      boats, other consumer durable goods, capital goods and equipment. Such loans
      provide for repayment in regular installments and are secured by the goods
      financed. Also included in installment loans are overdraft loans and other
      credit repayable in installments. As of December 31, 2007, approximately 65.71%
      of the installment loans in the Bank’s portfolio (other than indirect automobile
      lending) had been originated for commercial purposes and 34.29% had been
      originated for consumer purposes.





**Indirect
      Automobile Lending.** The Bank
      commenced its indirect automobile lending program in January 1998. The Bank
      finances new automobiles for terms of up to 72 months and used automobiles
      for
      terms of up to 60 months. For used vehicles, the age of the vehicle plus the
      term of the loan cannot exceed eight years. The Bank does not lend more than
      the
      MSRP on new vehicles. On used vehicles, the Bank will not lend more than 110%
      of
      the average wholesale published in a nationally recognized used vehicle pricing
      guide. The Bank requires all borrowers to obtain vendor’s single interest
      coverage protecting the Bank against loss in the case a borrower’s automobile
      insurance lapses. The Bank originates indirect loans through a network of
      approximately 48 dealers which are primarily new car dealers located in Anne
      Arundel County and the surrounding counties. Participating dealers take loan
      applications from their customers and transmit them to the Bank for approval.





**Other
      Loans.** The Bank
      offers overdraft protection lines of credit, tied to checking accounts, as
      a
      convenience to qualified customers.





Although
      the risk of non-payment for any reason exists with respect to all loans, certain
      other specific risks are associated with each type of loan. The primary risks
      associated with commercial loans, including commercial real estate loans, are
      the quality of the borrower’s management and a number of economic and other
      factors which induce business failures and depreciate the value of business
      assets pledged to secure the loan, including competition, insufficient capital,
      product obsolescence, changes in the borrowers’ cost, environmental hazards,
      weather, changes in laws and regulations and general changes in the marketplace.
      Primary risks associated with residential real estate loans include fluctuating
      land and property values and rising interest rates with respect to fixed-rate,
      long-term loans. Residential construction lending exposes the Company to risks
      related to builder performance. Consumer loans, including indirect automobile
      loans, are affected primarily by domestic economic instability and a variety
      of
      factors that may lead to the borrower’s unemployment, including deteriorating
      economic conditions in one or more segments of a local or broader economy.
      Because the Bank deals with borrowers through an intermediary on indirect
      automobile loans, this form of lending potentially carries greater risks of
      defects in the application process for which claims may be made against the
      Bank. Indirect automobile lending may also involve the Bank in consumer disputes
      under state “lemon” or other laws. The Bank seeks to control these risks by
      following strict underwriting and documentation guidelines. In addition,
      dealerships are contractually obligated to indemnify the Bank for such losses
      for a limited period of time.





The
      Bank’s lending activities are conducted pursuant to written policies approved by
      the Board of Directors intended to ensure proper management of credit risk.
      Loans are subject to a well defined credit process that includes 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, as well as procedures for on-going
      identification and management of credit deterioration. Regular portfolio reviews
      are performed by the Bank’s Senior Credit Officer to identify potential
      underperforming loans and other credit facilities, estimate loss exposure and
      to
      ascertain compliance with the Bank’s policies. On a quarterly basis, the Bank’s
      Internal Auditor performs an independent loan review in accordance with the
      Bank’s loan review policy. For significant problem loans, management review
      consists of evaluation of the financial strengths of the borrower and any
      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 aggregate lending authority granted by the Bank to any
      one Lending Officer is $750,000. A combination of approvals from certain
      officers may be used to lend up to an aggregate of $1,000,000. The Bank’s
      Executive Committee is authorized to approve loans up to $3.0 million. Larger
      loans must be approved by the full Board of Directors.




5




Under
      Maryland law, the maximum amount which the Bank is permitted to lend to any
      one
      borrower and their related interests may generally not exceed 10% of the Bank’s
      unimpaired capital and surplus, which is defined to include the Bank’s capital,
      surplus, retained earnings and 50% of its allowance for possible loan losses.
      Under this authority, the Bank would have been permitted to lend up to $3.49
      million to any one borrower at December 31, 2007. By interpretive ruling of
      the
      Commissioner of Financial Regulation, Maryland banks have the option of lending
      up to the amount that would be permissible for a national bank which is
      generally 15% of unimpaired capital and surplus (defined to include a bank’s
      total capital for regulatory capital purposes plus any loan loss allowances
      not
      included in regulatory capital). Under this formula, the Bank would have been
      permitted to lend up to $5.22 million to any one borrower at December 31, 2007.
      At December 31, 2007, the largest amount outstanding to any one borrower and
      its
      related interests was $4,121,000.





**Non-Performing
      Loans**





It
      is the
      policy of the Bank to reverse accrued, and discontinue the accrual of, interest
      when a loan becomes 90 days or more delinquent and circumstances indicate that
      collection is doubtful.





The
      Bank
      seeks to control delinquencies through diligent collection procedures. For
      consumer loans, the Bank sends out payment reminders on the seventh and twelfth
      days after a payment is due. If a consumer loan becomes 15 days past due, the
      account is transferred to the Bank’s collections department, which will contact
      the borrower by telephone and/or letter before the account becomes 30 days
      past
      due. If a consumer loan becomes more than 30 days past due, the Bank will
      continue its collection efforts and will move to repossession or foreclosure
      by
      the 45th day if the Bank has reason to believe that the collateral may be in
      jeopardy or the borrower has failed to respond to prior communications. The
      Bank
      will move to repossess or foreclose in all instances in which a consumer loan
      becomes more than 60 days delinquent. After repossession of a motor vehicle,
      the
      borrower has a 15-day statutory right to redeem the vehicle and is entitled
      to
      10 days’ notice before the sale of a repossessed vehicle. The Bank sells the
      vehicle as promptly as feasible after the expiration of these periods. If the
      amount realized from the sale of the vehicle is less than the loan amount,
      the
      Bank will seek a deficiency judgment against the borrower. The Bank follows
      similar collection procedures with respect to commercial loans.





The
      following table sets forth the amount of the Bank’s restructured loans,
      non-accrual loans and accruing loans 90 days or more past due at the dates
      indicated:




**At December 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars In Thousands)**Restructured
                Loans
            
            $
            578
            
            $
            -
            
            $
            -
            
            $
            95
            
            $
            -Non-accrual
                loans:Real
                estate – mortgage:Residential
            
            $
            -
            
            $
            3
            
            $
            14
            
            $
            122
            
            $
            34Commercial
            
            
            -
            
            
            -
            
            
            -
            
            
            255
            
            
            265Real
                estate - construction
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Installment
            
            
            212
            
            
            46
            
            
            159
            
            
            205
            
            
            250Commercial
            
            
            -
            
            
            8
            
            
            12
            
            
            16
            
            
            23Total
                non-accrual loans
            
            
            212
            
            
            57
            
            
            185
            
            
            598
            
            
            572Accruing
                loans past due 90 days or moreReal
                estate – mortgage:Residential
            
            
            512
            
            
            2
            
            
            1
            
            
            1
            
            
            5Commercial
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Real
                estate - construction
            
            
            -
            
            
            -
            
            
            3
            
            
            6
            
            
            6Installment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Commercial
            
            
            128
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
                accruing loans past due90
                days or more
            
            
            640
            
            
            2
            
            
            4
            
            
            7
            
            
            11Total
                non-accrual and past due loans
            
            $
            852
            
            $
            59
            
            $
            189
            
            $
            605
            
            $
            583Non-accrual
                and past due loans togross
                loans
            
            
            0.43
            %
            
            0.03
            %
            
            0.10
            %
            
            0.33
            %
            
            0.33
            %Allowance
                for credit losses to non-accrual and past due loans
            
            
            188.27
            %
            
            3,116.95
            %
            
            1,164.55
            %
            
            398.68
            %
            
            385.25
            %





For
      the
      year ended December 31, 2007, interest of $20,037 would have been accrued on
      non-accrual loans if such loans had been current in accordance with their
      original terms. During that period, interest on non-accrual loans was not
      included in income. $209,789, or 99%, of the Bank’s total $212,416 non-accrual
      loans at December 31, 2007 were attributable to 12 borrowers. No charge-offs
      have previously been taken on these loans. One of these borrowers with a loan
      totaling $508 was in bankruptcy at that date. Because of the legal protections
      afforded to borrowers in bankruptcy, collections on such loans are difficult
      and
      the Bank anticipates that such loans may remain delinquent for an extended
      period of time. Each of these loans is secured by collateral with a value well
      in excess of the current active balance of the Bank’s loan.




6




At
      December 31, 2007, there were no loans outstanding not reflected in the above
      table as to which known information about the borrower’s possible credit
      problems caused management to have serious doubts as to the ability of the
      borrowers to comply with present loan repayment terms. These loans consist
      of
      loans which were not 90 days or more past due but where the borrower is in
      bankruptcy or has a history of delinquency or the loan to value ratio is
      considered excessive due to deterioration of the collateral or other
      factors.





At
      December 31, 2007, the Company had $50,000 in real estate acquired in partial
      or
      total satisfaction of debt, compared to the same amount in such properties
      at
      December 31, 2006 and 2005, respectively. All such properties are recorded
      at
      the lower of cost or fair value at the date acquired and carried on the balance
      sheet as other real estate owned. Losses arising at the date of acquisition
      are
      charged against the allowance for credit losses. Subsequent write-downs that
      may
      be required and expense of operation are included in non-interest expense.
      Gains
      and losses realized from the sale of other real estate owned are included in
      non-interest income or expense. For a description of the properties comprising
      other real estate owned at December 31, 2007, see “Item 2. —
Properties.”





**Allowance
      For Credit Losses**





The
      Bank’s allowance for credit losses is based on the probable estimated losses
      that may be sustained in its loan portfolio.  The allowance is based on two
      basic principles of accounting.  (1) Statement of Financial Accountings
      Standards (SFAS) No. 5 “Accounting for Contingencies”, which requires that
      losses be accrued when they are probable of occurring and estimable, and (2)
      SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”, which requires
      that losses be accrued based on the differences between the value of collateral,
      present value of future cash flows or values that are observable in the
      secondary market and the loan balance.





The
      allowance for credit losses is established through a provision for credit losses
      charged to expense. Loans are charged against the allowance for credit losses
      when management believes that the collectibility of the principal is unlikely.
      The allowance, based on evaluations of the collectibility of loans and prior
      loan loss experience, is an amount that management believes will be adequate
      to
      absorb possible losses on existing loans that may become uncollectible. The
      evaluations take into consideration such factors as changes in the nature and
      volume of the loan portfolio, overall portfolio quality, review of specific
      problem loans, value of collateral, and current economic conditions and trends
      that may affect the borrower’s ability to pay. Because mortgage lending
      decisions are based on conservative lending policies, the Company has no
      exposure to the credit issues affecting the sub-prime residential mortgage
      market.




7




Transactions
      in the allowance for credit losses during the last five fiscal years were as
      follows:





**Year Ended December 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars In Thousands)**Beginning
                Balance
            
            $
            1,839
            
            $
            2,201
            
            $
            2,412
            
            $
            2,246
            
            $
            2,515Loans
                charged offReal
                estate - mortgage:Residential
            
            
            0
            
            
            1
            
            
            -
            
            
            -
            
            
            -Commercial
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Real
                estate - construction
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Installment
            
            
            591
            
            
            528
            
            
            495
            
            
            502
            
            
            687Credit
                card & related
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            42Commercial
            
            
            -
            
            
            253
            
            
            127
            
            
            49
            
            
            29Total
            
            
            591
            
            
            782
            
            
            622
            
            
            551
            
            
            758RecoveriesReal
                estate - mortgage:Residential
            
            
            -
            
            
            1
            
            
            -
            
            
            35
            
            
            1Commercial
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Real
                estate - construction
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Installment
            
            
            258
            
            
            335
            
            
            276
            
            
            293
            
            
            369Credit
                card & related
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            30Commercial
            
            
            48
            
            
            22
            
            
            185
            
            
            49
            
            
            49Total
            
            
            306
            
            
            358
            
            
            461
            
            
            377
            
            
            449Net
                charge offs/(recoveries)
            
            
            285
            
            
            424
            
            
            161
            
            
            174
            
            
            308Provisions
                (credited) charged to operations
            
            
            50
            
            
            62
            
            
            (50
            )
            
            340
            
            
            40Ending
                balance
            
            $
            1,604
            
            $
            1,839
            
            $
            2,201
            
            $
            2,412
            
            $
            2,246Average
                loans
            
            $
            199,632
            
            $
            186,706
            
            $
            191,706
            
            $
            181,881
            
            $
            166,786Net
                charge-offs to average loans
            
            
            0.14
            %
            
            0.23
            %
            
            0.09
            %
            
            0.10
            %
            
            0.18
            %





8





The
      following table shows the allowance for credit losses broken down by loan
      category as of December 31, 2007, 2006, 2005, 2004, and 2003:


**At December 31****,****2007**
              
              **2006****Portfolio**
              
              **Allowance For**
                **Each Category**
              
              **Percentage Of Loans In**
                **Each Category To**
                **Total Loans**
              
              **Allowance For**
                **Each Category**
              
              **Percentage Of Loans In**
                **Each Category To**
                **Total Loans****(Dollars
                  In Thousands)**Real
                  Estate - mortgage:Residential
              
              $
              117
              
              
              37.98
              %
              $
              149
              
              
              34.88
              %Commercial
              
              
              163
              
              
              23.66
              
              
              314
              
              
              27.13Real
                  Estate — construction
              
              
              102
              
              
              2.91
              
              
              14
              
              
              0.83Installment
              
              
              55
              
              
              8.45
              
              
              103
              
              
              7.67Credit
                  Card
              
              
              -
              
              
              0.07
              
              
              -
              
              
              0.08Indirect
                  automobile
              
              
              892
              
              
              24.37
              
              
              1,119
              
              
              26.81Commercial
              
              
              257
              
              
              2.56
              
              
              260
              
              
              2.60Unallocated
              
              
              18
              
              
              -
              
              
              120
              
              
              -Total
              
              $
              1,604
              
              
              100.00
              %
              $
              1,839
              
              
              100.00
              %
  **At December 31,****2005**
              
              **2004**
              
              **2003****Portfolio**
              
              **Allowance For**
                **Each Category**
              
              **Percentage Of**
                **Loans In Each**
                **Category To**
                **Total Loans**
              
              **Allowance For**
                **Each Category**
              
              **Percentage Of**
                **Loans In Each**
                **Category To**
                **Total Loans**
              
              **Allowance For**
                **Each Category**
              
              **Percentage Of**
                **Loans In Each**
                **Category To**
                **Total Loans****(Dollars In Thousands)**Real
                  Estate – mortgage:Residential
              
              $
              153
              
              
              37.17
              %
              $
              153
              
              
              38.27
              %
              $
              143
              
              
              36.62
              %Commercial
              
              
              277
              
              
              19.50
              
              
              328
              
              
              17.23
              
              
              314
              
              
              16.20Real
                  Estate – construction
              
              
              8
              
              
              0.73
              
              
              13
              
              
              1.12
              
              
              29
              
              
              1.77Installment
              
              
              103
              
              
              8.15
              
              
              136
              
              
              10.25
              
              
              137
              
              
              11.23Credit
                  Card
              
              
              -
              
              
              0.07
              
              
              -
              
              
              0.10
              
              
              -
              
              
              0.10Indirect
                  automobile
              
              
              1,260
              
              
              31.31
              
              
              1,254
              
              
              30.00
              
              
              1,357
              
              
              30.61Commercial
              
              
              264
              
              
              3.07
              
              
              343
              
              
              3.03
              
              
              271
              
              
              3.47Unallocated
              
              
              136
              
              
              -
              
              
              185
              
              
              -
              
              
              (5
              )
              
              -Total
              
              $
              2,201
              
              
              100.00
              %
              $
              2,412
              
              
              100.00
              %
              $
              2,246
              
              
              100.00
              %


**Investment
      Securities**





The
      Bank
      maintains a substantial portfolio of investment securities to provide liquidity
      as well as a source of earnings. The Bank’s investment securities portfolio
      consists primarily of U.S. Treasury securities, securities issued by U.S.
      Government agencies including mortgage-backed securities, securities issued
      by
      certain states and their political subdivisions, and corporate trust preferred
      securities. The tax treatment of the Bank’s portfolio of securities issued by
      certain states and their political subdivisions allows the Company to use the
      full tax advantage of this portfolio.




The
      following table presents at amortized cost the composition of the investment
      portfolio by major category at the dates indicated.





**At December 31,****2007**
            
            **2006**
            
            **2005****(In
                Thousands)**U.S.
                Treasury securities
            
            $
            -
            
            $
            -
            
            $
            -U.S.
                Government agencies and mortgage backed securities
            
            
            44,094
            
            
            57,119
            
            
            52,402Obligations
                of states and political subdivisions
            
            
            32,311
            
            
            36,811
            
            
            30,277Corporate
                trust preferred
            
            
            2,167
            
            
            3,080
            
            
            4,976Total
                investment securities
            
            $
            78,572
            
            $
            97,010
            
            $
            87,655





9





The
      following table sets forth the scheduled maturities, book values and weighted
      average yields for the Company’s investment securities portfolio at December 31,
      2007:


**One Year Or Less**
              
              **One To Five Years**
              
              **Five to Ten Years**
              
              **More Than Ten Years**
              
              **Total****Book**
                **Value**
              
              **Weighted**
                **Average**
                **Yield**
              
              **Book**
                **Value**
              
              **Weighted**
                **Average**
                **Yield**
              
              **Book**
                **Value**
              
              **Weighted**
                **Average**
                **Yield**
              
              **Book**
                **Value**
              
              **Weighted**
                **Average**
                **Yield**
              
              **Book**
                **Value**
              
              **Weighted**
                **Average**
                **Yield**U.S.
                  Treasury securities
              
              $
              -
              
              
              -
              %
              $
              -
              
              
              -
              %
              $
              -
              
              
              -
              %
              $
              -
              
              
              -
              %
              $
              -
              
              
              -
              %U.S.
                  Government agencies and mortgage backed securities
              
              
              1,000
              
              
              3.53
              
              
              2,495
              
              
              4.28
              
              
              5,235
              
              
              5.01
              
              
              35,364
              
              
              5.13
              
              
              44,094
              
              
              5.03Obligations
                  of states and political subdivisions
              
              
              -
              
              
              -
              
              
              7,144
              
              
              3.29
              
              
              3,092
              
              
              3.78
              
              
              22,075
              
              
              4.54
              
              
              32,311
              
              
              4.19Corporate
                  trust preferred
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,167
              
              
              8.70
              
              
              2,167
              
              
              8.70Total
                  investment securities
              
              $
              1,000
              
              
              3.53
              %
              $
              9,639
              
              
              3.55
              %
              $
              8,327
              
              
              4.55
              %
              $
              59,606
              
              
              5.04
              %
              $
              78,572
              
              
              4.79
              %





At
      December 31, 2007, the Bank had no investments in securities of a single issuer
      (other than the U.S. Government securities and securities of federal agencies
      and government-sponsored enterprises), which aggregated more than 10% of
      stockholders’ equity.





**Deposits
      And Other Sources of Funds**





The
      funds
      needed by the Bank to make loans are primarily generated by deposit accounts
      solicited from the communities surrounding its branches in northern Anne Arundel
      County. Consolidated total deposits were $252,917,000 as of December 31, 2007.
      The Bank uses borrowings from the Federal Home Loan Bank (“FHLB”) of Atlanta to
      supplement funding from deposits. The Bank was permitted to borrow up to $36.85
      million under a line of credit from the FHLB of Atlanta as of December 31,
      2007.





**Deposits.** The
      Bank’s deposit products include regular savings accounts (statements), money
      market deposit accounts, demand deposit accounts, NOW checking accounts, IRA
      and
      SEP accounts, Christmas Club accounts and certificates of deposit. Variations
      in
      service charges, terms and interest rates are used to target specific markets.
      Ancillary products and services for deposit customers include safe deposit
      boxes, money orders and travelers checks, night depositories, automated
      clearinghouse transactions, wire transfers, ATMs, telephone banking, and a
      customer call center. The Bank is a member of the Cirrus(R) and Star(R) ATM
      networks.





As
      stated
      above, the Bank obtains deposits principally through its network of branch
      offices. The Bank does not solicit brokered deposits. At December 31, 2007,
      the
      Bank had approximately $27.9 million in certificates of deposit and other time
      deposits of $100,000 or more, including IRA accounts. The following table
      provides information as to the maturity of all time deposits of $100,000 or
      more
      at December 31, 200 7:




**Amount**
              **(In Thousands)**Three
                months or less
            
            $
            5,268Over
                three through six months
            
            
            2,694Over
                six through 12 months
            
            
            10,765Over
                12 months
            
            
            9,157Total
            
            $
            27,884





**Borrowings.** In
      addition to deposits, the Bank from time to time obtains advances from the
      FHLB
      of Atlanta of which it is a member. FHLB of Atlanta advances may be used to
      provide funds for residential housing finance, for small business lending,
      and
      to meet specific and anticipated needs. The Bank may draw on a $36.85 million
      line of credit from the FHLB of Atlanta, which is secured by a floating lien
      on
      the Bank’s residential first mortgage loans and various federal and agency
      securities. There was $10 million in a convertible advance under this credit
      arrangement at December 31, 2007. The advance matures in **** November
      1, 2017, is callable monthly, and bears a 3.28% rate of interest. There was
      $7
      million in a long-term convertible advance under this credit arrangement at
      December 31, 2007. The advance matures in **** September
      2010 and bears a 5.84% rate of interest. On September 7, 2000, the Company
      issued $5,155,000 of its 10.6% Junior Subordinated Deferrable Interest
      Debentures to Glen Burnie Statutory Trust I, a Connecticut statutory trust
      wholly owned by the Company. The Trust, in turn, issued $5 million of its 10.6%
      capital securities to institutional investors. The debentures are scheduled
      to
      mature on September 7, 2030, unless called by the Company not earlier than
      September 7, 2010. It is the Company’s intention to call these debentures at the
      earliest opportunity. The Bank also has an unsecured line of credit in the
      amount of $7 million from another commercial bank but currently has no balance
      outstanding. The Bank has a mortgage note on the 103 Crain Highway address
      with
      a balance of $107,135 as of December 31, 2007. This note is payable monthly
      through October 2010 and has a 7% interest rate.




10




**Competition**





The
      Bank
      faces competition for deposits and loans from other community banks, branches
      or
      affiliates of larger banks, savings and loan associations, savings banks and
      credit unions, which compete vigorously (currently, sixteen FDIC-insured
      depository institutions operate within two miles of the Bank’s headquarters).
      With respect to indirect lending, the Bank faces competition from other banks
      and the financing arms of automobile manufacturers. The Bank competes in this
      area by offering competitive rates and responsive service to
      dealers.





The
      Bank’s interest rates, loan and deposit terms, and offered products and services
      are impacted, to a large extent, by such competition. The Bank attempts to
      provide superior service within its community and to know, and facilitate
      services, to, its customers. It seeks commercial relationships with small to
      medium size businesses, which the Bank believes would welcome personal service
      and flexibility. The bank believes its greatest competition comes from larger
      intra- and inter-state financial institutions.





**Other
      Activities**





The
      Company also owns all outstanding shares of capital stock of GBB Properties,
      Inc. (“GBB”), another Maryland corporation which was organized in 1994 and which
      is engaged in the business of acquiring, holding and disposing of real property,
      typically acquired in connection with foreclosure proceedings (or deeds in
      lieu
      of foreclosure) instituted by the Bank or acquired in connection with branch
      expansions by the Bank.





**Employees**





At
      December 31, 2007, the Bank had 118 full-time equivalent employees. Neither
      the
      Company nor GBB currently has any employees.





**Regulation
      of the Company**





**General.** The
      Company is a bank holding company within the meaning of the Bank Holding Company
      Act of 1956 (the “BHCA”). As such, the Company is registered with the Board of
      Governors of the Federal Reserve System (the “Federal Reserve Board”) and
      subject to Federal Reserve Board regulation, examination, supervision and
      reporting requirements. As a bank holding company, the Company is required
      to
      furnish to the Federal Reserve Board annual and quarterly reports of its
      operations at the end of each period and to furnish such additional information
      as the Federal Reserve Board may require pursuant to the BHCA. The Company
      is
      also subject to regular inspection by Federal Reserve Board
      examiners.





Under
      the
      BHCA, a bank holding company must obtain the prior approval of the Federal
      Reserve Board before: (1) acquiring direct or indirect ownership or control
      of
      any voting shares of any bank or bank holding company if, after such
      acquisition, the bank holding company would directly or indirectly own or
      control more than 5% of such shares; (2) acquiring all or substantially all
      of
      the assets of another bank or bank holding company; or (3) merging or
      consolidating with another bank holding company.





The
      Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
“Riegle-Neal Act”) authorizes the Federal Reserve Board to approve an
      application of an adequately capitalized and adequately managed bank holding
      company to acquire control of, or acquire all or substantially all of the assets
      of, a bank located in a state other than such holding company’s home state,
      without regard to whether the transaction is prohibited by the laws of any
      state. The Federal Reserve Board may not approve the acquisition of a bank
      that
      has not been in existence for the minimum time period (not exceeding five years)
      specified by the statutory law of the host state. The Riegle-Neal Act also
      prohibits the Federal Reserve Board from approving such an application if the
      applicant (and its depository institution affiliates) controls or would control
      more than 10% of the insured deposits in the United States or 30% or more of
      the
      deposits in the target bank’s home state or in any state in which the target
      bank maintains a branch. The Riegle-Neal Act does not affect the authority
      of
      states to limit the percentage of total insured deposits in the state which
      may
      be held or controlled by a bank or bank holding company to the extent such
      limitation does not discriminate against out-of-state banks or bank holding
      companies. Individual states may also waive the 30% state-wide concentration
      limit contained in the Riegle-Neal Act. Under Maryland law, a bank holding
      company is prohibited from acquiring control of any bank if the bank holding
      company would control more than 30% of the total deposits of all depository
      institutions in the State of Maryland unless waived by the Maryland Commissioner
      of Financial Regulation.




11




Additionally,
      the federal banking agencies are authorized to approve interstate merger
      transactions without regard to whether such transaction is prohibited by the
      law
      of any state, unless the home state of one of the banks opted out of the
      Riegle-Neal Act by adopting a law after the date of enactment of the Riegle-Neal
      Act and prior to June 1, 1997 which applies equally to all out-of-state banks
      and expressly prohibits merger transactions involving out-of-state banks. The
      State of Maryland did not pass such a law during this period. Interstate
      acquisitions of branches will be permitted only if the law of the state in
      which
      the branch is located permits such acquisitions. Interstate mergers and branch
      acquisitions will also be subject to the nationwide and statewide insured
      deposit concentration amounts described above.





The
      BHCA
      also prohibits, with certain exceptions, a bank holding company from acquiring
      direct or indirect ownership or control of more than 5% of the voting shares
      of
      a company that is not a bank or a bank holding company, or from engaging
      directly or indirectly in activities other than those of banking, managing
      or
      controlling banks, or providing services for its subsidiaries. The principal
      exceptions to these prohibitions involve certain non-bank activities which,
      by
      statute or by Federal Reserve Board regulation or order, have been identified
      as
      activities closely related to the business of banking or managing or controlling
      banks. The activities of the Company are subject to these legal and regulatory
      limitations under the BHCA and the Federal Reserve Board’s regulations
      thereunder. Notwithstanding the Federal Reserve Board’s prior approval of
      specific nonbanking activities, the Federal Reserve Board has the power to
      order
      a holding company or its subsidiaries to terminate any activity, or to terminate
      its ownership or control of any subsidiary, when it has reasonable cause to
      believe that the continuation of such activity or such ownership or control
      constitutes a serious risk to the financial safety, soundness or stability
      of
      any bank subsidiary of that holding company.





Effective
      with the enactment of the Gramm-Leach-Bliley Act (“G-L-B”) on November 12, 1999,
      bank holding companies whose financial institution subsidiaries are well
      capitalized and well managed and have satisfactory Community Reinvestment Act
      records can elect to become “financial holding companies” which will be
      permitted to engage in a broader range of financial activities than are
      currently permitted to bank holding companies. Financial holding companies
      are
      authorized to engage in, directly or indirectly, financial activities. A
      financial activity is an activity that is: (i) financial in nature; (ii)
      incidental to an activity that is financial in nature; or (iii) complementary
      to
      a financial activity and that does not pose a safety and soundness risk. The
      G-L-B Act includes a list of activities that are deemed to be financial in
      nature. Other activities also may be decided by the Federal Reserve Board to
      be
      financial in nature or incidental thereto if they meet specified criteria.
      A
      financial holding company that intends to engage in a new activity to acquire
      a
      company to engage in such an activity is required to give prior notice to the
      Federal Reserve Board. If the activity is not either specified in the G-L-B
      Act
      as being a financial activity or one that the Federal Reserve Board has
      determined by rule or regulation to be financial in nature, the prior approval
      of the Federal Reserve Board is required.





The
      Maryland Financial Institutions Code prohibits a bank holding company from
      acquiring more than 5% of any class of voting stock of a bank or bank holding
      company without the approval of the Commissioner of Financial Regulation except
      as otherwise expressly permitted by federal law or in certain other limited
      situations. The Maryland Financial Institutions Code additionally prohibits
      any
      person from acquiring voting stock in a bank or bank holding company without
      60
      days’ prior notice to the Commissioner if such acquisition will give the person
      control of 25% or more of the voting stock of the bank or bank holding company
      or will affect the power to direct or to cause the direction of the policy
      or
      management of the bank or bank holding company. Any doubt whether the stock
      acquisition will affect the power to direct or cause the direction of policy
      or
      management shall be resolved in favor of reporting to the Commissioner. The
      Commissioner may deny approval of the acquisition if the Commissioner determines
      it to be anti-competitive or to threaten the safety or soundness of a banking
      institution. Voting stock acquired in violation of this statute may not be
      voted
      for five years.





**Capital
      Adequacy.** The
      Federal Reserve Board has adopted guidelines regarding the capital adequacy
      of
      bank holding companies, which require bank holding companies to maintain
      specified minimum ratios of capital to total assets and capital to risk-weighted
      assets. See “Regulation of the Bank — Capital Adequacy.”





**Dividends
      and Distributions.** The
      Federal Reserve Board has the power to prohibit dividends by bank holding
      companies if their actions constitute unsafe or unsound practices. The Federal
      Reserve Board has issued a policy statement on the payment of cash dividends
      by
      bank holding companies, which expresses the Federal Reserve Board’s view that a
      bank holding company should pay cash dividends only to the extent that the
      company’s net income for the past year is sufficient to cover both the cash
      dividends and a rate of earning retention that is consistent with the company’s
      capital needs, asset quality, and overall financial condition.




12




Bank
      holding companies are required to give the Federal Reserve Board notice of
      any
      purchase or redemption of their outstanding equity securities if the gross
      consideration for the purchase or redemption, when combined with the net
      consideration paid for all such purchases or redemptions during the preceding
      12
      months, is equal to 10% or more of the bank holding company’s consolidated net
      worth. The Federal Reserve Board may disapprove such a purchase or redemption
      if
      it determines that the proposal would violate any law, regulation, Federal
      Reserve Board order, directive, or any condition imposed by, or written
      agreement with, the Federal Reserve Board. Bank holding companies whose capital
      ratios exceed the thresholds for “well capitalized” banks on a consolidated
      basis are exempt from the foregoing requirement if they were rated composite
      1
      or 2 in their most recent inspection and are not the subject of any unresolved
      supervisory issues.





**Regulation
      of the Bank**





**General.** As a
      state-chartered bank with deposits insured by the FDIC but which is not a member
      of the Federal Reserve System (a “state non-member bank”), the Bank is subject
      to the supervision of the Maryland Commissioner of Financial Regulation and
      the
      FDIC. The Commissioner and FDIC regularly examine the operations of the Bank,
      including but not limited to capital adequacy, reserves, loans, investments
      and
      management practices. These examinations are for the protection of the Bank’s
      depositors and not its stockholders. In addition, the Bank is required to
      furnish quarterly and annual call reports to the Commissioner and FDIC. The
      FDIC’s enforcement authority includes the power to remove officers and directors
      and the authority to issue cease-and-desist orders to prevent a bank from
      engaging in unsafe or unsound practices or violating laws or regulations
      governing its business.





The
      Bank’s deposits are insured by the FDIC to the legal maximum of $100,000 for
      each insured depositor. Some of the aspects of the lending and deposit business
      of the Bank that are subject to regulation by the Federal Reserve Board and
      the
      FDIC include reserve requirements and disclosure requirements in connection
      with
      personal and mortgage loans and savings deposit accounts. In addition, the
      Bank
      is subject to numerous Federal and state laws and regulations which set forth
      specific restrictions and procedural requirements with respect to the
      establishment of branches, investments, interest rates on loans, credit
      practices, the disclosure of customer information, the disclosure of credit
      terms and discrimination in credit transactions.




**Patriot
      Act. T** he
      USA
      Patriot Act (the “Patriot Act”), includes provisions pertaining to domestic
      security, surveillance procedures, border protection, and terrorism laws to
      be
      administered by the Secretary of the Treasury.  Title III of the Patriot
      Act entitled, “International Money Laundering Abatement and Anti-Terrorist
      Financing Act of 2001” includes amendments to the Bank Secrecy Act which expand
      the responsibilities of financial institutions in regard to anti-money
      laundering activities with particular emphasis upon international money
      laundering and terrorism financing activities through designated correspondent
      and private banking accounts.




Section
      313(a) of the Patriot Act prohibits any insured financial institution such
      as
      the Bank, from providing correspondent accounts to foreign banks which do not
      have a physical presence in any country (designated as “shell banks”), subject
      to certain exceptions for regulated affiliates of foreign banks.  Section
      313(a) also requires financial institutions to take reasonable steps to ensure
      that foreign bank correspondent accounts are not being used to indirectly
      provide banking services to foreign shell banks, and Section 319(b) requires
      financial institutions to maintain records of the owners and agent for service
      of process of any such foreign banks with whom correspondent accounts have
      been
      established.




Section
      312 of the Patriot Act creates a requirement for special due diligence for
      correspondent accounts and private banking accounts.  Under Section 312,
      each financial institution that establishes, maintains, administers, or manages
      a private banking account or a correspondent account in the United States for
      a
      non-United States person, including a foreign individual visiting the United
      States, or a representative of a non-United States person shall establish
      appropriate, specific, and, where necessary, enhanced, due diligence policies,
      procedures, and controls that are reasonably designed to detect and record
      instances of money laundering through those accounts.




The
      Company and the Bank are not currently aware of any account relationships
      between the Bank and any foreign bank or other person or entity as described
      above under Sections 313(a) or 312 of the Patriot Act.





The
      terrorist attacks on September 11, 2001 have realigned national security
      priorities of the United States and it is reasonable to anticipate that the
      United States Congress may enact additional legislation in the future to combat
      terrorism including modifications to existing laws such as the Patriot Act
      to
      expand powers as deemed necessary.  The enactment of the Patriot Act has
      increased the Bank’s compliance costs, and the impact of any additional
      legislation enacted by Congress may have upon financial institutions is
      uncertain. However, such legislation would likely increase compliance costs
      and
      thereby potentially have an adverse effect upon the Company’s results of
      operations.




13




**Community
      Reinvestment Act.** Community Reinvestment Act (“CRA”) regulations evaluate banks’ lending to low
      and moderate income individuals and businesses across a four-point scale from
      “outstanding” to “substantial noncompliance,” and are a factor in regulatory
      review of applications to merge, establish new branch offices or form bank
      holding companies.  In addition, any bank rated in “substantial
      noncompliance” with the CRA regulations may be subject to enforcement
      proceedings.  The Bank has a current rating of “outstanding” for CRA
      compliance.





**Capital
      Adequacy.** The
      Federal Reserve Board and the FDIC have established guidelines with respect
      to
      the maintenance of appropriate levels of capital by bank holding companies
      and
      state non-member banks, respectively. The regulations impose two sets of capital
      adequacy requirements: minimum leverage rules, which require bank holding
      companies and banks to maintain a specified minimum ratio of capital to total
      assets, and risk-based capital rules, which require the maintenance of specified
      minimum ratios of capital to “risk-weighted” assets.





The
      regulations of the Federal Reserve Board and the FDIC require bank holding
      companies and state non-member banks, respectively, to maintain a minimum
      leverage ratio of “Tier 1 capital” (as defined in the risk-based capital
      guidelines discussed in the following paragraphs) to total assets of 3.0%.
      Although setting a minimum 3.0% leverage ratio, the capital regulations state
      that only the strongest bank holding companies and banks, with composite
      examination ratings of 1 under the rating system used by the Federal bank
      regulators, would be permitted to operate at or near such minimum level of
      capital. All other bank holding companies and banks are expected to maintain
      a
      leverage ratio of at least 1% to 2% above the minimum ratio, depending on the
      assessment of an individual organization’s capital adequacy by its primary
      regulator. Any bank or bank holding company experiencing or anticipating
      significant growth would be expected to maintain capital well above the minimum
      levels. In addition, the Federal Reserve Board has indicated that whenever
      appropriate, and in particular when a bank holding company is undertaking
      expansion, seeking to engage in new activities or otherwise facing unusual
      or
      abnormal risks, it will consider, on a case-by-case basis, the level of an
      organization’s ratio of tangible Tier 1 capital (after deducting all
      intangibles) to total assets in making an overall assessment of
      capital.





The
      risk-based capital rules of the Federal Reserve Board and the FDIC require
      bank
      holding companies and state non-member banks, respectively, to maintain minimum
      regulatory capital levels based upon a weighting of their assets and off-balance
      sheet obligations according to risk. Risk-based capital is composed of two
      elements: Tier 1 capital and Tier 2 capital. Tier 1 capital consists primarily
      of common stockholders’ equity, certain perpetual preferred stock (which must be
      noncumulative in the case of banks), and minority interests in the equity
      accounts of consolidated subsidiaries; less all intangible assets, except for
      certain purchased mortgage servicing rights and credit card relationships.
      Tier
      2 capital elements include, subject to certain limitations, the allowance for
      losses on loans and leases; perpetual preferred stock that does not qualify
      as
      Tier 1 capital and long-term preferred stock with an original maturity of at
      least 20 years from issuance; hybrid capital instruments, including perpetual
      debt and mandatory convertible securities; and subordinated debt and
      intermediate-term preferred stock.





The
      risk-based capital regulations assign balance sheet assets and credit equivalent
      amounts of off-balance sheet obligations to one of four broad risk categories
      based principally on the degree of credit risk associated with the obligor.
      The
      assets and off-balance sheet items in the four risk categories are weighted
      at
      0%, 20%, 50% and 100%. These computations result in the total risk-weighted
      assets. The risk-based capital regulations require all banks and bank holding
      companies to maintain a minimum ratio of total capital (Tier 1 capital plus
      Tier
      2 capital) to total risk-weighted assets of 8%, with at least 4% as Tier 1
      capital. For the purpose of calculating these ratios: (i) Tier 2 capital is
      limited to no more than 100% of Tier 1 capital; and (ii) the aggregate amount
      of
      certain types of Tier 2 capital is limited. In addition, the risk-based capital
      regulations limit the allowance for loan losses includable as capital to 1.25%
      of total risk-weighted assets.





FDIC
      regulations and guidelines additionally specify that state non-member banks
      with
      significant exposure to declines in the economic value of their capital due
      to
      changes in interest rates may be required to maintain higher risk-based capital
      ratios. The Federal banking agencies, including the FDIC, have proposed a system
      for measuring and assessing the exposure of a bank’s net economic value to
      changes in interest rates. The Federal banking agencies, including the FDIC,
      have stated their intention to propose a rule establishing an explicit capital
      charge for interest rate risk based upon the level of a bank’s measured interest
      rate risk exposure after more experience has been gained with the proposed
      measurement process. Federal Reserve Board regulations do not specifically
      take
      into account interest rate risk in measuring the capital adequacy of bank
      holding companies.




14




The
      FDIC
      has issued regulations which classify state non-member banks by capital levels
      and which authorize the FDIC to take various prompt corrective actions to
      resolve the problems of any bank that fails to satisfy the capital standards.
      Under such regulations, a well-capitalized bank is one that is not subject
      to
      any regulatory order or directive to meet any specific capital level and that
      has or exceeds the following capital levels: a total risk-based capital ratio
      of
      10%, a Tier 1 risk-based capital ratio of 6%, and a leverage ratio of 5%. An
      adequately capitalized bank is one that does not qualify as well-capitalized
      but
      meets or exceeds the following capital requirements: a total risk-based capital
      ratio of 8%, a Tier 1 risk-based capital ratio of 4%, and a leverage ratio
      of
      either (i) 4% or (ii) 3% if the bank has the highest composite examination
      rating. A bank not meeting these criteria is treated as undercapitalized,
      significantly undercapitalized, or critically undercapitalized depending on
      the
      extent to which the bank’s capital levels are below these standards. A state
      non-member bank that falls within any of the three undercapitalized categories
      established by the prompt corrective action regulation will be subject to severe
      regulatory sanctions. As of December 31, 2007, the Bank was well capitalized
      as
      defined by the FDIC’s regulations.





**Branching.** Maryland
      law provides that, with the approval of the Commissioner, Maryland banks may
      establish branches within the State of Maryland without geographic restriction
      and may establish branches in other states by any means permitted by the laws
      of
      such state or by federal law. The Riegle-Neal Act authorizes the FDIC to approve
      interstate branching de novo by state banks, only in states that specifically
      allow for such branching.





**Dividend
      Limitations.** Pursuant
      to the Maryland Financial Institutions Code, Maryland banks may only pay
      dividends from undivided profits or, with the prior approval of the
      Commissioner, their surplus in excess of 100% of required capital stock. The
      Maryland Financial Institutions Code further restricts the payment of dividends
      by prohibiting a Maryland bank from declaring a dividend on its shares of common
      stock until its surplus fund equals the amount of required capital stock or,
      if
      the surplus fund does not equal the amount of capital stock, in an amount in
      excess of 90% of net earnings. In addition, the Bank is prohibited by federal
      statute from paying dividends or making any other capital distribution that
      would cause the Bank to fail to meet its regulatory capital requirements.
      Further, the FDIC also has authority to prohibit the payment of dividends by
      a
      state non-member bank when it determines such payment to be an unsafe and
      unsound banking practice.





**Deposit
      Insurance.** The Bank
      is required to pay semi-annual assessments based on a percentage of its insured
      deposits to the FDIC for insurance of its deposits by the Bank Insurance Fund
      (“BIF”). Under the Federal Deposit Insurance Act, the FDIC is required to set
      semi-annual assessments for BIF-insured institutions to maintain the designated
      reserve ratio of the BIF at 1.25% of estimated insured deposits or at a higher
      percentage of estimated insured deposits that the FDIC determines to be
      justified for that year by circumstances raising a significant risk of
      substantial future losses to the BIF.





Under
      the
      risk-based deposit insurance assessment system adopted by the FDIC, the
      assessment rate for an insured depository institution depends on the assessment
      risk classification assigned to the institution by the FDIC, which is determined
      by the institution’s capital level and supervisory evaluations. Based on the
      data reported to regulators for the date closest to the last day of the seventh
      month preceding the semi-annual assessment period, institutions are assigned
      to
      one of three capital groups — “well capitalized, adequately capitalized or
      undercapitalized.” Within each capital group, institutions are assigned to one
      of three subgroups on the basis of supervisory evaluations by the institution’s
      primary supervisory authority and such other information as the FDIC determines
      to be relevant to the institution’s financial condition and the risk posed to
      the deposit insurance fund. Under the current assessment schedule,
      well-capitalized banks with the best supervisory ratings are not required to
      pay
      any premium for deposit insurance. All BIF-insured banks, however, will be
      required to begin paying an assessment to the FDIC in an amount equal to 2.12
      basis points times their assessable deposits to help fund interest payments
      on
      certain bonds issued by the Financing Corporation, an agency established by
      the
      federal government to finance takeovers of insolvent thrifts.





**Transactions
      with Affiliates.** A
      state
      non-member bank or its subsidiaries may not engage in “covered transactions”
with any one affiliate in an amount greater than 10% of such bank’s capital
      stock and surplus, and for all such transactions with all affiliates a state
      non-member bank is limited to an amount equal to 20% of capital stock and
      surplus. All such transactions must also be on terms substantially the same,
      or
      at least as favorable, to the bank or subsidiary as those provided to a
      non-affiliate. The term “covered transaction” includes the making of loans,
      purchase of assets, issuance of a guarantee and similar other types of
      transactions. An affiliate of a state non-member bank is any company or entity
      which controls or is under common control with the state non-member bank and,
      for purposes of the aggregate limit on transactions with affiliates, any
      subsidiary that would be deemed a financial subsidiary of a national bank.
      In a
      holding company context, the parent holding company of a state non-member bank
      (such as the Company) and any companies which are controlled by such parent
      holding company are affiliates of the state non-member bank. The BHCA further
      prohibits a depository institution from extending credit to or offering any
      other services, or fixing or varying the consideration for such extension of
      credit or service, on the condition that the customer obtain some additional
      service from the institution or certain of its affiliates or not obtain services
      of a competitor of the institution, subject to certain limited
      exceptions.




15




**Loans
      to Directors, Executive Officers and Principal
      Stockholders.** Loans to
      directors, executive officers and principal stockholders of a state non-member
      bank must be made on substantially the same terms as those prevailing for
      comparable transactions with persons who are not executive officers, directors,
      principal stockholders or employees of the Bank unless the loan is made pursuant
      to a compensation or benefit plan that is widely available to employees and
      does
      not favor insiders. Loans to any executive officer, director and principal
      stockholder together with all other outstanding loans to such person and
      affiliated interests generally may not exceed 15% of the bank’s unimpaired
      capital and surplus and all loans to such persons may not exceed the
      institution’s unimpaired capital and unimpaired surplus **.** Loans
      to
      directors, executive officers and principal stockholders, and their respective
      affiliates, in excess of the greater of $100,000 or 5% of capital and surplus
      (up to $500,000) must be approved in advance by a majority of the board of
      directors of the bank with any “interested” director not participating in the
      voting. State non-member banks are prohibited from paying the overdrafts of
      any
      of their executive officers or directors. In addition, loans to executive
      officers may not be made on terms more favorable than those afforded other
      borrowers and are restricted as to type, amount and terms of
      credit.





**ITEM
      1A****.
        RISK FACTORS**





**An
      investment in the Common Stock is subject to risks inherent to the Bank’s
      business. The material risk and uncertainties that management believes affect
      the Bank are described below. Additional risks and uncertainties that management
      is not aware of or focused on or that management currently deems immaterial
      may
      also impair the Company’s business operations.**





**Risk
      Factors Relating to our Business Generally**





***Fluctuations
      in interest rates could reduce the Bank’s profitability and affect the value of
      its assets.***





Like
      other financial institutions, the Bank is subject to interest rate risk. The
      Company’s income and cash flow depend to a great extent on the difference
      between the interest rates earned on the Bank’s interest-earning assets such as
      loans and investment securities, and the interest rates paid on the Bank’s
      interest-bearing liabilities such as deposits and borrowings. These rates are
      highly sensitive to many factors that are beyond the Company’s control,
      including general economic conditions and the policies of various government
      agencies, in particular the Federal Reserve Bank. Changes in interest rates
      will
      influence the origination of loans, the prepayment speed of loans, the purchase
      of investments, the generation of deposits and the rates received on loans
      and
      investment securities and paid on deposits or other sources of funding. The
      impact of these changes may be magnified if the Company does not effectively
      manage the relative sensitivity of its assets and liabilities to changes in
      market interest rates. Fluctuations in these areas may adversely affect the
      Company and its shareholders.





Until
      recently, interest rates have been at historically low levels. However, since
      June 30, 2004, the Federal Reserve has increased its target for Federal funds
      rate numerous times. While these short-term market interest rates (which are
      used as a guide for pricing deposits) have increased, longer-term market
      interest rates (which are used as a guide for pricing longer-term loans and
      leases) have not. This “flattening” of the market yield curve has had a negative
      impact on the Bank’s interest rate spread and net interest margin to date. If
      short-term interest rates continue to rise, and if rates on its deposits and
      borrowings continue to reprice upwards faster than the rates on long-term loans
      and investments, the Bank could experience compression of its interest rate
      spread and net interest margin, which could have a negative effect on the Bank’s
      profitability.





***The
      Bank is subject to credit risks relating to its loan
      portfolio.***





The
      Bank
      has certain lending policies and procedures in place that are designed to
      maximize loan income within an acceptable level of risk. Management reviews
      and
      approves these policies and procedures on a regular basis. A reporting system
      supplements the review process by providing management with frequent reports
      related to loan production, loan quality, concentrations of credit, loan
      delinquencies, and nonperforming and potential problem loans. Diversification
      in
      the loan portfolio is a means of managing risk associated with fluctuations
      and
      economic conditions.





The
      Bank
      maintains an independent loan review department that reviews and validates
      the
      credit risk program on a periodic basis. Results of these reviews are presented
      to management. The loan review process complements and reinforces the risk
      identification and assessment decisions made by lenders and credit personnel,
      as
      well as the Bank’s policies and procedures.





16


In
      the
      financial services industry, there is always a risk that certain borrowers
      may
      not repay borrowings. The Bank’s allowance for credit losses may not be
      sufficient to cover the loan losses that it may actually incur. If the Bank
      experiences defaults by borrowers in any of its businesses, the Bank’s earnings
      could be negatively affected. Changes in local economic conditions could
      adversely affect credit quality, particularly in its local business loan
      portfolio. Changes in national economic conditions could also adversely affect
      the quality of its loan portfolio.





Commercial
      and commercial real estate loans generally involve higher credit risks than
      residential real estate and consumer loans. Because payments on loans secured
      by
      commercial real estate or equipment are often dependent upon the successful
      operation and management of the underlying assets, repayment of such loans
      may
      be influenced to a great extent by conditions in the market or the economy.
      The
      Bank seeks to minimize these risks through its underwriting standards. The
      Bank
      obtains financial information and performs credit risk analysis on its
      customers. Underwriting standards are designed to promote relationship banking
      rather than transactional banking. Most commercial and industrial loans are
      secured by the assets being financed or other business assets; however, some
      loans may be made on an unsecured basis. The Bank’s credit policy sets different
      maximum exposure limits both by business sector and its current and historical
      relationship and previous experience with each customer.





The
      Bank
      offers both fixed-rate and adjustable-rate consumer mortgage loans secured
      by
      properties, substantially all of which are located in the Bank’s primary market
      area. Adjustable-rate mortgage loans help reduce the Bank’s exposure to changes
      in interest rates; however, during periods of rising interest rates, the risk
      of
      default on adjustable-rate mortgage loans may increase as a result of repricing
      and the increased payments required from the borrower.





Consumer
      loans are primarily all other non-real estate loans to individuals in the Bank’s
      regional market area. Consumer loans can entail risk, particularly in the case
      of loans that are unsecured or secured by rapidly depreciating assets. In these
      cases, any repossessed collateral may not provide an adequate source of
      repayment of the outstanding loan balance. The remaining deficiency often does
      not warrant further substantial collection efforts against the borrower beyond
      obtaining a deficiency judgment. In addition, consumer loan collections are
      dependent on the borrower’s continuing financial stability, and thus are more
      likely to be adversely affected by job loss, divorce, illness, or personal
      bankruptcy.





***General
      economic conditions nationally and in the Bank’s market are less than
      favorable.***





The
      Company is affected by general economic conditions in the United States and,
      in
      particular, in the Bank’s market area. These conditions include short-term and
      long-term interest rates, inflation, money supply, political issues, legislative
      and regulatory changes, and the strength of both the U.S. economy and the local
      economy in which the Bank operates, all of which are beyond the Company’s
      control. Deterioration in economic conditions could result in an increase in
      loan delinquencies and non-performing assets, decreases in loan collateral
      values and a decrease in demand for the bank’s products and services, any of
      which could have a material adverse impact on the Company’s financial condition
      and results of operations. While
      the
      Bank’s conservative lending policies have prevented the Bank from exposure to
      the credit issues affecting the sub-prime residential mortgage market, the
      full
      impact of the current credit crisis on the economy and the Bank’s market are
      unknown.





***The
      financial services industry is very competitive.***





The
      Bank
      faces competition in attracting and retaining deposits, making loans, and
      providing other financial services throughout the Bank’s market area. The Bank’s
      competitors include other community banks, larger banking institutions, and
      wide
      range of other financial institutions such as credit unions, government
      sponsored enterprises, mutual fund companies, insurance companies and other
      non-bank enterprises. Many of these competitors have substantially greater
      resources than the Company. If the Bank is unable to compete effectively, it
      will lose market share and income from deposits, loans, and other products
      may
      be reduced.





***Legislative
      or regulatory changes or actions, or significant litigation, could adversely
      impact the Company or the businesses in which the Company is
      engaged.***





The
      Company and the Bank are subject to extensive state and federal regulation,
      supervision and legislation that govern almost all aspects of operations. Law
      and regulations may change from time to time and are primarily intended for
      the
      protection of consumers, depositors and the deposit insurance funds. The current
      credit crisis resulting from issues affecting the sub-prime residential mortgage
      market may lead to additional legislation and regulatory actions, as well.
      The
      impact of any changes to laws and regulations or other actions by regulatory
      agencies may negatively impact the Company or its ability to increase the value
      of its business. Additionally, actions by regulatory agencies or significant
      litigation against the Company or the Bank may cause the Company to devote
      significant time and resources to defending itself and may lead to penalties
      that materially affect the Company and its shareholders. Future changes in
      the
      laws or regulations or their interpretations or enforcement could be materially
      adverse to the Company and its stockholders.




17




***The
      Company is subject to environmental liability risk associated with lending
      activities.***





A
      portion
      of the Bank’s loan portfolio is secured by real property. During the ordinary
      course of business, the Bank may foreclose on and take title to properties
      securing certain loans. In doing so, there is a risk that hazardous or toxic
      substances could be found on these properties. If hazardous or toxic substances
      are found, the Company may be liable for remediation costs, as well as for
      personal injury and property damage. Environmental laws may require the Company
      to incur substantial expenses and may materially reduce the affected property’s
      value or limit the Company’s ability to use or sell the affected property. In
      addition, future laws or more stringent interpretations or enforcement policies
      with respect to existing laws may increase the Company’s exposure to
      environmental liability. Although the Company has policies and procedures to
      perform an environmental review before initiating any foreclosure action on
      real
      property, these reviews may not be sufficient to detect all potential
      environmental hazards. The remediation costs and any other financial liabilities
      associated with an environmental hazard could have a material adverse effect
      on
      the Company’s financial condition and results of operations.





***The
      Bank’s information systems may experience an interruption or breach in
      security.***





The
      Bank
      relies heavily on communications and information systems to conduct its
      business. Any failure interruption or breach in security of these systems could
      result in failures or disruptions in the Bank’s customer relationship
      management, general ledger, deposit, loan and other system. While the Bank
      has
      policies and procedures designed to prevent or limit the effect of the failure,
      interruption or security breach of its information systems, there can be no
      assurance that any such failures, interruptions or security breaches will not
      occur, or if they do occur, that they will be adequately addressed. The
      occurrence, of any failures, interruptions or security breaches of the Bank’s
      information systems could damage the Bank’s reputation, result in a loss of
      customer business, subject the Bank to additional regulatory scrutiny, or expose
      the Bank to civil litigation and possible financial liability, any of which
      could have a material adverse effect on the Company’s financial condition and
      results of operation.





***Financial
      services companies depend on the accuracy and completeness of information about
      customers and counterparties.***





In
      deciding whether to extend credit or enter into other transactions, the Bank
      may
      rely on information furnished by or on behalf of customers and counterparties,
      including financial statements, credit reports and other financial information.
      The Bank may also rely on representations of those customers, counterparties
      or
      other third parties, such as independent auditors, as to the accuracy and
      completeness of that information. Reliance on inaccurate or misleading financial
      statements, credit reports or other financial information could have a material
      adverse impact on the Bank’s business and, in turn, the Company’s financial
      condition and results of operations.





***The
      inability to hire or retain certain key professionals, management and staff
      could adversely affect the Company’s revenues and net
      income.***





The
      Bank
      relies on key personnel to manage and operate our business, including major
      revenue generating functions such as our loan and deposit portfolios. The loss
      of key staff may adversely affect the Bank’s ability to maintain and mange these
      portfolios effectively, which could negatively affect the Company’s revenues. In
      addition, loss of key personnel could result in increased recruiting and hiring
      expenses, which could cause a decrease in the Company’s net income.





***Severe
      weather, acts of war and terrorism and other adverse external events could
      significantly impact the Company’s business.***





Severe
      weather, acts of war or terrorism and other adverse external events could have
      a
      significant impact on the Bank’s ability to conduct business. Such events could
      affect the stability of the Bank’s deposit base, impair the ability of borrowers
      to repay outstanding loans, impair the value of collateral securing loans,
      cause
      significant property damage, result in loss of revenue and/or cause the Company
      to incur additional expenses. The occurrence of any such event could have a
      material adverse effect on the Bank’s business, which, in turn, could have a
      material adverse effect on the Company’s financial condition and results of
      operations. The close proximity of the all of the Company’s branch locations to
      Washington, D.C. may put it at an especially high risk of being impacted by
      terrorism.





18




**Risk
      Factors Relating to the Company’s Articles of Incorporation and the Common
      Stock**





***The
      liability of our directors is limited.***





Our
      Articles of Incorporation limit the liability of directors to the maximum extent
      permitted by Maryland law.





***The
      trading volume in the Common Stock is less than that of other larger services
      companies.***





Although
      the Common Stock is listed for trading on the Nasdaq SmallCap Market, the
      trading volume in the Common Stock is less than that of other larger financial
      services companies. A public trading market having the desired characteristics
      of depth, liquidity and orderliness depends on the presence in the marketplace
      of willing buyers and sellers of the Common Stock at any given time. This
      presence depends on the individual decisions of investors and general economic
      and market conditions over which the Company has no control. Given the lower
      trading volume of the Common Stock, significant sales of the Common Stock,
      or
      the expectation of these sales, could negatively impact the Company’s stock
      price.





***It
      may be difficult for a third party to acquire the Company, which could affect
      the price of the Common Stock.***





Our
      charter and Bylaws contain certain anti-takeover provisions pursuant to the
      Maryland General Corporation Law. In addition, the Company has a shareholders
      rights plan that could make it more difficult to acquire the Company. As a
      result, we may be a less attractive target to a potential acquirer who otherwise
      may be willing to pay a premium for our common stock above its market price.
      These provisions effectively inhibit a non-negotiated merger or other business
      combination, even if doing so would be perceived to be beneficial to the
      Company’s stockholders and could adversely affect the market price of the Common
      Stock.





**ITEM
      1B.** **UNRESOLVED STAFF COMMENTS**





Not
      applicable.




19


**ITEM
      2** **.  
      PROPERTIES**





The
      following table sets forth certain information with respect to the Bank’s
      offices:





**Year**
              **Opened**
            
            **Owned/**
              **Leased**
            
            **Book Value**
            
            **Approximate**
              **Square Footage**
            
            **Deposits****Main
                Office:**101
                Crain Highway, S.E.
              Glen
                Burnie, MD 21061
            
            
            1953
            
            
            Owned
            
            $
            614,545
            
            
            10,000
            
            $
            78,055,586**Branches:**Odenton
              1405
                Annapolis Road
              Odenton,
                MD 21113
            
            
            1969
            
            
            Owned
            
            
            182,985
            
            
            6,000
            
            
            35,628,870Riviera
                Beach
              8707
                Ft. Smallwood Road
              Pasadena,
                MD 21122
            
            
            1973
            
            
            Owned
            
            
            132,438
            
            
            2,500
            
            
            28,698,788Crownsville
              1221
                Generals Highway
              Crownsville,
                MD 21032
            
            
            1979
            
            
            Owned
            
            
            316,735
            
            
            3,000
            
            
            43,152,583Severn
              811
                Reece Road
              Severn,
                MD 21144
            
            
            1984
            
            
            Owned
            
            
            189,541
            
            
            2,500
            
            
            27,135,168South
                Crain
              7984
                Crain Highway
              Glen
                Burnie, MD 21061
            
            
            1995
            
            
            Leased
            
            
            90,031
            
            
            2,600
            
            
            20,905,285Linthicum
              Burwood
                Village Shopping Center
              Glen
                Burnie, MD 21060
            
            
            2005
            
            
            Leased
            
            
            196,650
            
            
            2,500
            
            
            8,525,456Severna
                Park
              534
                Ritchie Highway
              Severna
                Park, MD 21146
            
            
            2002
            
            
            Leased
            
            
            153,546
            
            
            2,184
            
            
            10,815,029**Operations
                Centers:**106
                Padfield Blvd.
              Glen
                Burnie, MD 21061
            
            
            1991
            
            
            Owned
            
            
            927,468
            
            
            16,200
            
            
            N/A103
                Crain Highway, S.E.
              Glen
                Burnie, MD 21061
            
            
            2000
            
            
            Owned
            
            
            283,969
            
            
            3,727
            
            
            N/A


__________________________________


At
      December 31, 2007, the Bank owned one foreclosed real estate property with
      a
      total book value of $50,000. The Bank is awaiting settlement on this commercial
      property. ****





**ITEM
      3****.****LEGAL
      PROCEEDINGS**





From
      time
      to time, the Company and the Bank are involved in various legal actions relating
      to their business activities. At December 31, 2007, there were no actions to
      which the Company or the Bank was a party which involved claims for money
      damages exceeding 10% of the Company’s consolidated current assets in any one
      case or in any group of proceedings presenting in large degree the same legal
      and factual issues.





**ITEM
      4****.****SUBMISSION
      OF MATTERS TO VOTE OF SECURITY HOLDERS******





Not
      applicable.





20





**EXECUTIVE
      OFFICERS OF THE REGISTRANT**





Set
      forth
      below is information about the Company’s executive officers.





**NAME**
            
            **AGE**
            
            **POSITIONS**F.
                William Kuethe, Jr.
            
            75
            
            President
                EmeritusMichael
                G. Livingston
            
            54
            
            President
                and Chief Executive OfficerJohn
                E. Porter
            
            54
            
            Senior
                Vice President and Chief Financial Officer





F.
      WILLIAM KUETHE, JR. was appointed to the honorary position of President Emeritus
      of the Company and the Bank effective January 1, 2008 when he retired and
      stepped down from his positions of President and Chief Executive Officer of
      the
      Company and the Bank which he held since 1995. Mr. Kuethe has been a director
      of
      the Company and the Bank since 1995 and was President of Glen Burnie Mutual
      Savings Bank from 1960 through 1995. Mr. Kuethe is a former licensed appraiser
      and real estate broker with banking experience from 1960 to present, at all
      levels. He is the father of Frederick W. Kuethe, III, a director of the
      Company.





MICHAEL
      G. LIVINGSTON was appointed President and Chief Executive Officer of the Company
      and the Bank effective January 1, 2008. Prior to that date, Mr. Livingston
      was
      Deputy Chief Executive Officer and Executive Vice President since August 2004,
      Chief Operating Officer since January 2004, Deputy Chief Operating Officer
      from
      February 2003 through December 2003, Senior Vice President from January 1998
      until August 2004, and Chief Lending Officer of the Bank from 1996 until August
      2004. Mr. Livingston was elected as a director of the Company and the Bank
      on
      January 1, 2005.





JOHN
      E.
      PORTER was appointed Senior Vice President in January 1998. He has been
      Treasurer and Chief Financial Officer of the Company since 1995 and Vice
      President, Treasurer and Chief Financial Officer of the Bank since
      1990.





21




**PART
      II**





**ITEM
              5.**
            **MARKET
                FOR THE REGISTRANT’S COMMON EQUITY, RELATED
                STOCKHOLDER****MATTERS
                AND ISSUER PURCHASES OF EQUITY
                SECURITIES**





The
      Common Stock is traded on the Nasdaq SmallCap Market under the symbol “GLBZ”. As
      of January 29, 2008, there were 460 record holders of the Common Stock. The
      closing price for the Common Stock on that date was $10.55. A 20% stock dividend
      has been declared for stockholders’ of record on January 12, 2008, payable
      January 18, 2008.





The
      following table sets forth the high and low sales prices for the Common Stock
      for each full quarterly period during 2007 and 2006 as reported by Nasdaq.
      The
      quotations represent prices between dealers and do not reflect the retailer
      markups, markdowns or commissions, and may not represent actual transactions.
      Also shown are dividends declared per share for these periods.





2007
            
            2006Quarter
                Ended
            
            High
            
            Low
            
            Dividends
            
            High
            
            Low
            
            DividendsMarch
                31,
            
            $
            18.50
            
            $
            17.05
            
            $
            0.12
            
            $
            17.61
            
            $
            16.42
            
            $
            0.12June
                30,
            
            
            17.75
            
            
            17.25
            
            
            0.12
            
            
            17.22
            
            
            16.32
            
            
            0.12September
                30
            
            
            17.78
            
            
            15.41
            
            
            0.12
            
            
            17.49
            
            
            16.49
            
            
            0.12December
                31
            
            
            17.00
            
            
            15.37
            
            
            0.18
            
            
            17.25
            
            
            17.00
            
            
            0.18





A
      regular
      dividend of $0.12 and a bonus dividend of $0.06 were declared for stockholders’
of record on December 28, 2007, payable on January 10, 2008 and January 14,
      2008, respectively.





The
      Company intends to pay dividends approximating forty percent (40%) of its
      profits for each quarter. However, dividends remain subject to declaration
      by
      the Board of Directors in its sole discretion and there can be no assurance
      that
      the Company will be legally or financially able to make such payments. Payment
      of dividends may be limited by federal and state regulations which impose
      general restrictions on a bank’s and bank holding company’s right to pay
      dividends (or to make loans or advances to affiliates which could be used to
      pay
      dividends). Generally, dividend payments are prohibited unless a bank or bank
      holding company has sufficient net (or retained) earnings and capital as
      determined by its regulators. See “ Item
      1. Business -
      Supervision and Regulation - Regulation of the Company - Dividends and
      Distributions” and “ Item
      1. Business —
      Supervision and Regulation - Regulation of the Bank - Dividend Limitations.” The
      Company does not believe that those restrictions will materially limit its
      ability to pay dividends.





**Performance
      Graph**





The
      following graph compares the cumulative total return on the Common Stock during
      the five years ended December 31, 2007 with that of a broad market index (Nasdaq
      Composite), and a peer group consisting of publicly traded Maryland, Virginia
      and District of Columbia commercial banks with total assets between $200 million
      and $500 million (“Peer Group”). The Peer Group is comprised of Fauquier
      Bankshares, Inc., BOE Financial Services of Virginia, Inc., Central Virginia
      Bankshares, Inc., Bay National Corp., Annapolis Bancorp, Inc., Shore Financial
      Corporation, Abigail Adams National Bancorp, Inc., and Carrollton Bancorp.
      The
      graph assumes $100 was invested on December 31, 2002 in the Common Stock and
      in
      each of the indices and assumes reinvestment of dividends. The following
      information shall not be deemed to be “soliciting material” or to be “filed”
with the SEC or subject to Regulation 14A under the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the
      Exchange Act, except to the extent that the Company specifically incorporates
      it
      by reference into a later filing with the SEC.




22









**Total
                Return Analysis**




12/31/2002
            
            12/31/2003
            
            12/31/2004
            
            12/31/2005
            
            12/31/2006
            
            12/31/2007**Glen
                Burnie Bancorp**
            
            **$**
            **100.00**
            
            **$**
            **173.89**
            
            **$**
            **168.68**
            
            **$**
            **152.60**
            
            **$**
            **149.89**
            
            **$**
            **139.62****Peer
                Group**
            
            **$**
            **100.00**
            
            **$**
            **148.42**
            
            **$**
            **170.81**
            
            **$**
            **168.41**
            
            **$**
            **171.05**
            
            **$**
            **133.20****Nasdaq
                Composite**
            
            **$**
            **100.00**
            
            **$**
            **150.79**
            
            **$**
            **164.60**
            
            **$**
            **168.08**
            
            **$**
            **185.55**
            
            **$**
            **211.29**




Source:
                Zacks Investment Research.





23


**ITEM
              6.**
            **SELECTED
                FINANCIAL DATA**





The
      following table presents consolidated selected financial data for the Company
      and its subsidiaries for each of the periods indicated. Dividends and earnings
      per share have been adjusted to give retroactive effect to a 20% stock dividend
      paid on January 23, 2006 and a six-for-five stock split effected through a
      stock
      dividend paid on January 6, 2004.





**Year
                Ended December 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars
                In Thousand Except Per Share Data)****Operations
                Data:**Net
                Interest Income
            
            $
            11,866
            
            **$**
            11,821
            
            $
            11,966
            
            $
            12,016
            
            $
            11,263Provision
                for Credit Losses
            
            
            50
            
            
            62
            
            
            (50
            )
            
            340
            
            
            40Other
                Income
            
            
            2,157
            
            
            2,244
            
            
            2,114
            
            
            2,372
            
            
            2,289Other
                Expense
            
            
            10,433
            
            
            10,682
            
            
            10,625
            
            
            10,360
            
            
            9,748Net
                Income
            
            
            2,782
            
            
            2,720
            
            
            2,775
            
            
            3,056
            
            
            3,077**Share
                Data:**Basic
                Net Income Per Share
            
            $
            1.12
            
            $
            1.10
            
            $
            1.13
            
            $
            1.25
            
            $
            1.27Diluted
                Net Income Per Share
            
            
            1.12
            
            
            1.10
            
            
            1.13
            
            
            1.25
            
            
            1.27Cash
                Dividends Declared Per Common Share
            
            
            0.54
            
            
            0.54
            
            
            0.49
            
            
            0.43
            
            
            0.36Weighted
                Average Common Shares Outstanding:Basic
            
            
            2,489,237
            
            
            2,472,803
            
            
            2,456,723
            
            
            2,442,944
            
            
            2,430,603Diluted
            
            
            2,489,237
            
            
            2,472,803
            
            
            2,456,723
            
            
            2,442,944
            
            
            2,430,603**Financial
                Condition Data:**Total
                Assets
            
            $
            307,274
            
            $
            317,746
            
            $
            306,561
            
            $
            302,312
            
            $
            302,252Loans
                Receivable, Net
            
            
            199,753
            
            
            193,337
            
            
            190,205
            
            
            182,291
            
            
            172,819Total
                Deposits
            
            
            252,917
            
            
            274,833
            
            
            265,248
            
            
            261,674
            
            
            256,908Long
                Term Borrowings
            
            
            17,107
            
            
            7,140
            
            
            7,171
            
            
            7,200
            
            
            7,227Junior
                Subordinated Debentures
            
            
            5,155
            
            
            5,155
            
            
            5,155
            
            
            5,155
            
            
            5,155Total
                Stockholders’ Equity
            
            
            29,736
            
            
            28,201
            
            
            26,625
            
            
            25,744
            
            
            23,948**Performance
                Ratios:**Return
                on Average Assets
            
            
            0.89
            %
            
            0.84
            %
            
            0.89
            %
            
            1.00
            %
            
            1.05
            %Return
                on Average Equity
            
            
            9.60
            
            
            10.00
            
            
            10.50
            
            
            12.51
            
            
            13.56Net
                Interest Margin (1)
            
            
            4.39
            
            
            4.31
            
            
            4.46
            
            
            4.61
            
            
            4.48Dividend
                Payout Ratio
            
            
            48.33
            
            
            49.18
            
            
            43.52
            
            
            34.67
            
            
            29.53**Capital
                Ratios:**Average
                Equity to Average Assets
            
            
            9.28
            %
            
            8.36
            %
            
            8.47
            %
            
            8.16
            %
            
            7.76
            %Leverage
                Ratio
            
            
            11.34
            
            
            10.30
            
            
            10.17
            
            
            9.85
            
            
            9.25Total
                Risk-Based Capital Ratio
            
            
            17.50
            
            
            17.07
            
            
            16.98
            
            
            16.40
            
            
            15.79**Asset
                Quality Ratios:**Allowance
                for Credit Losses to Gross Loans
            
            
            0.80
            %
            
            0.94
            %
            
            1.14
            %
            
            1.30
            %
            
            1.28
            %Non-accrual
                and Past Due Loans to Gross Loans
            
            
            0.43
            %
            
            0.03
            %
            
            0.10
            %
            
            0.33
            %
            
            0.33
            %Allowance
                for Credit Losses to Non-Accrual and Past Due Loans
            
            
            188.27
            %
            
            3,116.95
            %
            
            1,164.55
            %
            
            398.68
            %
            
            385.25
            %Net
                Loan Charge-offs (Recoveries) to Average Loans
            
            
            0.14
            %
            
            0.23
            %
            
            0.09
            %
            
            0.10
            %
            
            0.18
            %





(1)
                Presented on a tax-equivalent basis




24


**ITEM
              7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND****RESULTS
                OF OPERATIONS**





**Forward-Looking
      Statements**





When
      used
      in this discussion and elsewhere in this Annual Report on Form 10-K, the words
      or phrases “will likely result,” “are expected to,” “will continue,” “is
      anticipated,” “intends”, “estimate,” “project” or similar expressions are
      intended to identify “forward-looking statements” within the meaning of the
      Private Securities Litigation Reform Act of 1995. The Company cautions readers
      not to place undue reliance on any such forward-looking statements, which speak
      only as of the date made, and readers are advised that various factors,
      including regional and national economic conditions, unfavorable judicial
      decisions, substantial changes in levels of market interest rates, credit and
      other risks of lending and investment activities and competitive and regulatory
      factors could affect the Company’s financial performance and could cause the
      Company’s actual results for future periods to differ materially from those
      anticipated or projected. The Company does not undertake and specifically
      disclaims any obligation to update any forward-looking statements to reflect
      occurrence of anticipated or unanticipated events or circumstances after the
      date of such statements.





**Overview**





During
      2007, net interest income before provision for credit losses increased to
      $11,866,208 from $11,821,431 in 2006, and net income increased to $2,782,141
      from $2,720,045 in 2006. In 2007, the Company saw continued growth in the loan
      portfolio. The loan portfolio increased by $6,417,000, primarily due to
      increases in residential mortgage, construction and land development and
      installment loans. Because
      mortgage lending decisions are based on conservative lending policies, the
      Company has no exposure to
      the
      credit issues affecting the sub-prime residential mortgage market .





All
      per
      share amounts throughout this report have been adjusted to give retroactive
      effect to a 20% stock dividend paid on January 23, 2006.





**Comparison
      of Results of Operations for the Years Ended December 31, 2007, 2006 and
      2005**





**General.** For the
      year ended December 31, 2007, the Company reported consolidated net income
      of
      $2,782,141 ($1.12 basic and diluted earnings per share) compared to consolidated
      net income of $2,720,045 **(** $1.10
      basic and diluted earnings per share) for the year ended December 31, 2006
      and
      consolidated net income of $2,774,741 ($1.13 basic and diluted earnings per
      share) for the year ended December 31, 2005.





**Net
      Interest Income.** The
      primary component of the Company’s net income is its net interest income, which
      is the difference between income earned on assets and interest paid on the
      deposits and borrowings used to fund income producing assets. Net interest
      income is determined by the spread between the yields earned on the Company’s
      interest-earning assets and the rates paid on interest-bearing liabilities
      as
      well as the relative amounts of such assets and liabilities. Net interest
      income, divided by average interest-earning assets, represents the Company’s net
      interest margin.





Net
      interest income is affected by the mix of loans in the Bank’s loan portfolio.
      Currently a majority of the Bank’s loans are mortgage and construction loans
      secured by real estate and indirect automobile loans secured by automobiles.
      These types of loans are made at interest rates lower than unsecured loans.
      While the Bank’s loan volume increased in 2005, this loan mix produced lower
      yields on the Company’s interest-earning assets. Meanwhile, market forces
      resulted in higher rates of interest being paid by the Bank on deposits and
      borrowings used to fund income producing assets resulting in a decline in net
      interest income for 2005. In January of 2006, the Bank initiated a plan to
      increase net interest income by reducing its portfolio of lower yielding loans,
      acquiring additional deposits, expanding its customer base and increasing the
      Bank’s higher yielding commercial loan portfolio. As part of this plan, the Bank
      attracted additional deposits by temporarily offering above market rate savings
      products which resulted in over $27 million in additional deposits which were
      invested in marketable securities and overnight deposits making them readily
      available to fund loans. The Bank also hired a new commercial loan officer
      to
      increase its ability to reach this market segment. In accordance with this
      plan,
      the Bank successfully increased its higher yield commercial loans resulting
      in
      increased loan volume and yield on commercial mortgages, although the commercial
      loan volume increase was less than anticipated. Over the same period, yields
      on
      new indirect automobile loans increased as outstanding lower interest indirect
      loans matured. As a result, the Bank earned higher yields on its interest
      earning assets. However, market forces required us to pay higher rates of
      interest on deposits and borrowings used to fund income producing assets
      resulting in an overall decline in net interest income for 2006.




25




In
      2007,
      the Bank reduced its portfolio of above market rate savings products and
      continued to direct its efforts to increase higher yielding commercial loans.
      This strategy produced significant increases in the Bank’s commercial loan
      portfolio through the first three quarters of 2007. While the Bank has no
      exposure to the credit issues affecting the sub-prime residential mortgage
      market, the overall credit tightening due to the mortgage crisis in the fourth
      quarter, made it more difficult for the Bank to replace maturing commercial
      mortgages with new loans. As a result, the Bank saw a decline in its portfolio
      of commercial mortgages as of December 31, 2007 from the prior year. At the
      same
      time the Bank realized an increase in construction and land development secured
      loans.





Consolidated
      net interest income for the year ended December 31, 2007 was $11,866,208
      compared to $11,821,431 for the year ended December 31, 2006 and $11,966,103
      for
      the year ended December 31, 2005. The $44,777 increase for the most recent
      year
      was primarily due to an increase in loan income partially offset by decreases
      in
      interest income on securities and increases in interest expense on deposits,
      short term borrowings and long term borrowings. The $114,672 decrease for 2006
      compared to 2005 was primarily due to an increase in deposit expense partially
      offset by increases in U.S. Government agency securities, state and municipal
      securities, other income and loan income. The after tax net interest income
      for
      2007 was $12,623,208, a $117,935 or 0.92% decrease from the after tax net
      interest income for 2006, which was $12,741,143, a $9,019 or 0.07% decrease
      from
      the $12,750,162 after tax net interest income for 2005.





Interest
      expense increased from $5,833,765 in 2006 to $5,971,048 in 2007, a $137,283
      or a
      2.35% increase, primarily due to increased borrowings used to fund the outflow
      from maturing higher rate 15-month certificates of deposit and IRAs and the
      interest paid on the 15-month certificates of deposit and IRAs. Interest expense
      increased from $4,131,459 in 2005 to $5,833,765 in 2006, a $1,702,306 or a
      41.21
      % increase, primarily due to an increase in deposit expense due to rates rising
      and a special offered on 15-month certificates of deposit and IRAs. Net interest
      margin for the year ended December 31, 2007 was 4.39% compared to 4.31% and
      4.46% for the years ended December 31, 2006 and 2005, respectively.




26


The
      following table allocates changes in income and expense attributable to the
      Company’s interest-earning assets and interest-bearing liabilities for the
      periods indicated between changes due to changes in rate and changes in volume.
      Changes due to rate/volume are allocated to changes due to volume.


**Year
                  Ended December 31,****2007**
              
              **VS.**
              
              **2006**
              
              **2006**
              
              **VS.**
              
              **2005****Change
                  Due To:**
              
              
              
              **Change
                  Due To:****Increase/**
                **Decrease**
              
              **Rate**
              
              **Volume**
              
              **Increase/**
                **Decrease**
              
              **Rate**
              
              **Volume****(In
                  Thousands)****ASSETS:**Interest-earning
                  assets:Federal
                  funds sold
              
              $
              (61
              )
              $
              0
              
              $
              (61
              )
              $
              87
              
              $
              82
              
              $
              5Interest-bearing
                  deposits
              
              
              (134
              )
              
              7
              
              
              (141
              )
              
              156
              
              
              45
              
              
              111Investment
                  securities:U.S.
                  Treasury securities, obligations of U.S. government agencies and
                  mortgage-backed securities
              
              
              (793
              )
              
              14
              
              
              (807
              )
              
              933
              
              
              352
              
              
              581Obligations
                  of states and political subdivisions(1)
              
              
              (307
              )
              
              (20
              )
              
              (287
              )
              
              258
              
              
              (27
              )
              
              285All
                  other investment securities
              
              
              (124
              )
              
              1
              
              
              (125
              )
              
              (3
              )
              
              53
              
              
              (56
              )Total
                  investment securities
              
              
              (1,224
              )
              
              (5
              )
              
              (1,219
              )
              
              1,188
              
              
              378
              
              
              810Loans,
                  net of unearned income:Demand,
                  time and lease
              
              
              (8
              )
              
              17
              
              
              (25
              )
              
              24
              
              
              65
              
              
              (41
              )Mortgage
                  and construction
              
              
              719
              
              
              (265
              )
              
              984
              
              
              339
              
              
              178
              
              
              161Installment
                  and credit card
              
              
              406
              
              
              504
              
              
              (98
              )
              
              (157
              )
              
              218
              
              
              (375
              )Total
                  gross loans(2)
              
              
              1,117
              
              
              256
              
              
              861
              
              
              206
              
              
              461
              
              
              (255
              )Allowance
                  for credit losses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Total
                  net loans
              
              
              1,117
              
              
              256
              
              
              861
              
              
              206
              
              
              461
              
              
              (255
              )Total
                  interest-earning assets
              
              $
              (302
              )
              $
              258
              
              $
              (560
              )
              $
              1,637
              
              $
              966
              
              $
              671**LIABILITIES:**Interest-bearing
                  deposits:Savings
                  and NOW
              
              $
              (11
              )
              $
              0
              
              $
              (11
              )
              $
              (7
              )
              $
              23
              
              $
              (30
              )Money
                  market
              
              
              (3
              )
              
              0
              
              
              (3
              )
              
              1
              
              
              16
              
              
              (15
              )Other
                  time deposits
              
              
              57
              
              
              298
              
              
              (241
              )
              
              1,696
              
              
              953
              
              
              743Total
                  interest-bearing deposits
              
              
              43
              
              
              298
              
              
              (255
              )
              
              1,690
              
              
              992
              
              
              698Non-interest-bearing
                  deposits
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Borrowed
                  funds
              
              
              94
              
              
              (71
              )
              
              165
              
              
              13
              
              
              23
              
              
              (10
              )Total
                  interest-bearing liabilities
              
              $
              137
              
              $
              227
              
              $
              (90
              )
              $
              1,703
              
              $
              1,015
              
              $
              688





(1)
                Tax equivalent basis.
              (2)
                Non-accrual loans included in average balances.




27





The
      following table provides information for the designated periods with respect
      to
      the average balances, income and expense and annualized yields and costs
      associated with various categories of interest-earning assets and
      interest-bearing liabilities.





**Year
                Ended December 31,****2007**
            
            **2006**
            
            **2005****Average**
              **Balance**
            
            **Interest**
            
            **Yield/**
              **Cost**
            
            **Average****Balance**
            
            **Interest**
            
            **Yield/**
              **Cost**
            
            **Average****Balance**
            
            **Interest**
            
            **Yield/**
              **Cost****(****Dollars
                In Thousands)****ASSETS:**Interest-earning
                assets:Federal
                funds sold
            
            $
            2,665
            
            $
            139
            
            
            5.22
            %
            $
            3,848
            
            $
            200
            
            
            5.20
            %
            $
            3,682
            
            $
            113
            
            
            3.07
            %Interest-bearing
                deposits
            
            
            1,929
            
            
            99
            
            
            5.13
            
            
            4,901
            
            
            233
            
            
            4.76
            
            
            2,008
            
            
            77
            
            
            3.84Investment
                securities:U.S.
                Treasury securities, obligations of U.S. government agencies and
                mortgage-backed securities
            
            
            50,392
            
            
            2,554
            
            
            5.07
            
            
            66,501
            
            
            3,347
            
            
            5.04
            
            
            53,521
            
            
            2,414
            
            
            4.51Obligations
                of states and political subdivisions(1)
            
            
            34,288
            
            
            2,209
            
            
            6.45
            
            
            38,723
            
            
            2,516
            
            
            6.50
            
            
            34,391
            
            
            2,258
            
            
            6.57All
                other investment securities
            
            
            2,839
            
            
            251
            
            
            8.84
            
            
            4,257
            
            
            375
            
            
            8.81
            
            
            4,996
            
            
            378
            
            
            7.57Total
                investment securities
            
            
            87,519
            
            
            5,014
            
            
            5.73
            
            
            109,481
            
            
            6,238
            
            
            5.70
            
            
            92,908
            
            
            5,050
            
            
            5.44Loans,
                net of unearned income:Demand,
                time and lease
            
            
            4,788
            
            
            448
            
            
            9.36
            
            
            5,064
            
            
            456
            
            
            9.01
            
            
            5,597
            
            
            432
            
            
            7.72Mortgage
                and construction
            
            
            126,391
            
            
            8,026
            
            
            6.35
            
            
            111,426
            
            
            7,307
            
            
            6.56
            
            
            109,025
            
            
            6,968
            
            
            6.40Installment
                and credit card
            
            
            68,453
            
            
            4,474
            
            
            6.54
            
            
            70,216
            
            
            4,068
            
            
            5.80
            
            
            77,084
            
            
            4,225
            
            
            5.49Total
                gross loans(2)
            
            
            199,632
            
            
            12,948
            
            
            6.49
            
            
            186,706
            
            
            11,831
            
            
            6.34
            
            
            191,706
            
            
            11,625
            
            
            6.07Allowance
                for credit losses
            
            
            (1,766
            )
            
            
            
            
            
            
            
            (2,071
            )
            
            
            
            
            
            
            
            (2,301
            )Total
                net loans
            
            
            197,866
            
            
            12,948
            
            
            6.54
            
            
            184,635
            
            
            11,831
            
            
            6.41
            
            
            189,404
            
            
            11,625
            
            
            6.14Total
                interest-earning assets
            
            
            289,979
            
            
            18,200
            
            
            6.28
            
            
            302,865
            
            
            18,502
            
            
            6.11
            
            
            288,002
            
            
            16,865
            
            
            5.86Cash
                and due from banks
            
            
            8,862
            
            
            
            
            
            
            
            
            9,493
            
            
            
            
            
            
            
            
            11,020Other
                assets
            
            
            13,661
            
            
            
            
            
            
            
            
            13,045
            
            
            
            
            
            
            
            
            13,275Total
                assets
            
            $
            312,502
            
            
            
            
            
            
            
            $
            325,403
            
            
            
            
            
            
            
            $
            312,297**LIABILITIES
                AND STOCKHOLDERS’ EQUITY:**Interest-bearing
                deposits:Savings
                and NOW
            
            $
            72,831
            
            
            263
            
            
            0.36
            %
            $
            77,761
            
            
            274
            
            
            0.36
            %
            $
            85,005
            
            
            281
            
            
            0.33
            %Money
                market
            
            
            15,918
            
            
            103
            
            
            0.65
            
            
            16,415
            
            
            106
            
            
            0.65
            
            
            19,389
            
            
            105
            
            
            0.55Other
                time deposits
            
            
            103,491
            
            
            4,458
            
            
            4.31
            
            
            109,499
            
            
            4,401
            
            
            4.02
            
            
            86,051
            
            
            2,705
            
            
            3.15Total
                interest-bearing deposits
            
            
            192,240
            
            
            4,824
            
            
            2.51
            
            
            203,675
            
            
            4,781
            
            
            2.35
            
            
            190,445
            
            
            3,091
            
            
            1.63Short-term
                borrowed funds
            
            
            2,294
            
            
            119
            
            
            5.19
            
            
            1,603
            
            
            81
            
            
            5.06
            
            
            1,815
            
            
            66
            
            
            3.64Long-term
                borrowed funds
            
            
            13,949
            
            
            1,028
            
            
            7.37
            
            
            12,309
            
            
            972
            
            
            7.90
            
            
            12,339
            
            
            974
            
            
            7.90Total
                interest-bearing liabilities
            
            
            208,483
            
            
            5,971
            
            
            2.86
            
            
            217,587
            
            
            5,834
            
            
            2.69
            
            
            204,599
            
            
            4,131
            
            
            2.02Non-interest-bearing
                deposits
            
            
            73,415
            
            
            
            
            
            
            
            
            79,199
            
            
            
            
            
            
            
            
            79,843Other
                liabilities
            
            
            1,609
            
            
            
            
            
            
            
            
            1,407
            
            
            
            
            
            
            
            
            1,395Stockholders’
                equity
            
            
            28,995
            
            
            
            
            
            
            
            
            27,210
            
            
            
            
            
            
            
            
            26,460Total
                liabilities and equity
            
            $
            312,502
            
            
            
            
            
            
            
            $
            325,403
            
            
            
            
            
            
            
            $
            312,297Net
                interest income
            
            
            
            
            $
            12,229
            
            
            
            
            
            
            
            $
            12,668
            
            
            
            
            
            
            
            $
            12,734Net
                interest spread
            
            
            
            
            
            
            
            
            3.42
            %
            
            
            
            
            
            
            
            3.42
            %
            
            
            
            
            
            
            
            3.84
            %Net
                interest margin
            
            
            
            
            
            
            
            
            4.39
            %
            
            
            
            
            
            
            
            4.31
            %
            
            
            
            
            
            
            
            4.46
            %





1
                Tax equivalent basis. The incremental tax rate applied was 34.27%
                for 2007
                and 35.90% for 2006.
              2
                Non-accrual loans included in average
                balance.





**Provision
      For Credit Losses.** During
      the year ended December 31, 2007, the Company made a provision of $50,000 for
      credit losses, compared to a provision of $62,000 for credit losses for the
      year
      ended December 31, 2006, and a reverse provision of $50,000 for the year ended
      December 31, 2005. At December 31, 2007, the allowance for credit losses equaled
      188.27% of non-accrual and past due loans compared to 3,116.95% and 1,164.55%
      at
      December 31, 2006 and 2005, respectively. During the year ended December 31,
      2007, the Company recorded net charge-offs of $285,000 compared to $424,256
      and
      $160,544 in net charge-offs during the years ended December 31, 2006 and 2005,
      respectively.




28




**Other
      Income.** Other
      income includes service charges on deposit accounts, other fees and commissions,
      net gains on investment securities, and income on life insurance. Other income
      decreased from $2,244,390 in 2006 to $2,157,292 in 2007, an $87,098, or 3.88%
      decrease. The decrease was primarily due to a decrease in gains on investment
      securities with lesser decreases in service charges and other fees and
      commissions. Other income increased from $2,113,824 in 2005 to $2,244,390 in
      2006, a $130,566, or 6.18% increase. The increase was primarily due to an
      increase in other fees and commissions and an increase in gains on investment
      securities.





**Other
      Expenses.** Other
      expenses decreased from $10,596,661 in 2006 to $10,433,019 in 2007, a $163,190
      or 1.55% decrease. This decrease, which consists of non-interest operating
      expenses, was primarily due to a decrease in salaries, employee benefits, and
      furniture and equipment costs partially offset by an increase in occupancy
      and
      other miscellaneous expenses. Other expenses decreased from $10,624,797 in
      2005
      to $10,596,661 in 2006, a $28,136 or 0.26% decrease. This decrease, which
      consists of non-interest operating expenses, was primarily due to a decrease
      in
      employee benefits and other miscellaneous expenses partially offset by an
      increase in salaries and occupancy costs.





**Income
      Taxes.** During
      the year ended December 31, 2007, the Company recorded income tax expense of
      $758,340, compared to income tax expense of $687,115 for the year ended December
      31, 2006. This increase **** was
      primarily due to less tax exempt income on municipal securities. During the
      year
      ended December 31, 2006, the Company recorded income tax expense of $687,115,
      compared to income tax expense of $730,389 for the year ended December 31,
      2005
      due to an increase in tax exempt income on municipal securities.





**Comparison
      of Financial Condition at December 31, 2007, 2006 and
      2005**





The
      Company’s total assets decreased to $307,273,868 at December 31, 2007 from
      $317,745,601 at December 31, 2006. The Company’s total assets increased to
      $317,745,601 at December 31, 2006 from $306,560,991 at December 31,
      2005.





The
      Company’s net loan portfolio increased to $199,753,132 at December 31, 2007
      compared to 193,336,604 at December 31, 2006 and $190,204,998 at December 31,
      2005. The increase in the loan portfolio during the 2007 period is primarily
      due
      to an increase in refinanced mortgage loans, commercial and residential
      construction loans, personal and commercial secured installment loans. They
      were
      partially offset by a decline in indirect automobile loans and mortgage
      participations purchased. The increase in the loan portfolio during the 2006
      period is primarily due to an increase in commercial mortgages, and mortgage
      participations purchased partially offset by a decline in indirect automobile
      loans.





During
      2007, the Company’s total investment securities portfolio (including both
      investment securities available for sale and investment securities held to
      maturity) totaled $77,866,013, a $18,628,646 or 19.31%, decrease from
      $96,494,659 at December 31, 2006. This decrease is primarily attributable to
      a
      decrease in mortgage backed securities and government agencies. During 2006,
      the
      Company’s total investment securities portfolio (including both investment
      securities available for sale and investment securities held to maturity)
      totaled $96,494,659, a $9,214,772 or 10.56%, increase from $87,279,887 at
      December 31, 2005. This increase is primarily attributable to an increase in
      state and municipal securities and mortgage backed securities, offset by a
      decrease in corporate trust preferred securities.





Deposits
      as of December 31, 2007 totaled $252,916,766, a decrease of $21,916,691, or
      7.98%, from the $274,833,457 total as of December 31, 2006. Deposits as of
      December 31, 2006 totaled $274,833,457, an increase of $9,585,189, or 3.61%,
      from the $265,248,268 total as of December 31, 2005. Demand deposits as of
      December 31, 2007 totaled $68,760,373, a $5,968,925, or 8.00%, decrease from
      $74,729,298 at December 31, 2006. NOW and Super NOW accounts, as of December
      31,
      2007, increased by
      $880,525, or 3.95% from their 2006 level to $23,154,540. Money market accounts
      decreased by $2,392,879, or 15.60%, from their 2006 level, to total $12,948,352
      at December 31, 2007. Savings deposits decreased by $2,852,625, or 5.68%, from
      their 2006 level, to $47,381,613 at December 31, 2007. Time deposits over
      $100,000 totaled $27,883,774 on December 31, 2007, a decrease of $2,294,965,
      or
      7.60% from December 31, 2006. Other time deposits (made up of certificates
      of
      deposit less than $100,000 and individual retirement accounts) totaled
      $72,786,723 on December 31, 2007, a $9,290,223 or 11.32% decrease from December
      31, 2006.





Total
      stockholders’ equity as of December 31, 2007 increased by $1,535,641, or 5.45%,
      from the 2006 period. The increase was attributed to an increase in retained
      earnings, common stock and surplus, offset by a decrease in accumulated other
      comprehensive income, net of tax. **** Total
      stockholders’ equity as of December 31, 2006 increased by $1,575,072, or 5.92%,
      from the 2005 period. The increase was attributed to an increase in retained
      earnings, common stock and surplus, offset by a decrease in accumulated other
      comprehensive income, net of tax.




29




**Off-Balance
      Sheet Arrangements,** **** **Contractual
      Obligations, and Commitments**





**Off-Balance
      Sheet Arrangements.** The
      Bank
      is a party to financial instruments in the normal course of business to meet
      the
      financing needs of its customers. These financial instruments include
      commitments to extend credit and standby letters of credit, which involve,
      to
      varying degrees, elements of credit and interest rate risk in excess of the
      amounts recognized in the consolidated financial statements.





Loan
      commitments and lines of credit are agreements to lend to customers as long
      as
      there is no violation of any conditions of the contracts. Loan commitments
      generally have interest rates fixed at current market amounts, fixed expiration
      dates, and may require payment of a fee. Lines of credit generally have variable
      interest rates. Many of the loan commitments and lines of credit are expected
      to
      expire without being drawn upon; accordingly, the total commitment amounts
      do
      not necessarily represent future cash requirements. The Bank evaluates each
      customer’s creditworthiness on a case-by-case basis. The amount of collateral or
      other security obtained, if deemed necessary by the Bank upon extension of
      credit, is based on management’s credit evaluation. Collateral held varies but
      may include deposits held in financial institutions, U.S. Treasury securities,
      other marketable securities, accounts receivable, inventory, property and
      equipment, personal residences, income-producing commercial properties, and
      land
      under development. Personal guarantees are also obtained to provide added
      security for certain commitments.





Letters
      of credit are conditional commitments issued by the Bank to guarantee the
      performance of a customer to a third party. Those guarantees are primarily
      issued to guarantee the installation of real property improvements and similar
      transactions. The credit risk involved in issuing letters of credit is
      essentially the same as that involved in extending loan facilities to customers.
      The Bank holds collateral and obtains personal guarantees supporting those
      commitments for which collateral or other securities is deemed
      necessary.





The
      Bank’s exposure to credit loss in the event of nonperformance by the customer is
      the contractual amount of the commitment. Loan commitments, lines of credit,
      and
      letters of credit are made on the same terms, including collateral, as
      outstanding loans. As of December 31, 2007, the Bank has accrued $200,000 for
      unfunded commitments related to these financial instruments with off balance
      sheet risk, which is included in other liabilities.





**Contractual
      Obligations.** The
      following table presents, as of December 31, 2007, significant fixed and
      determinable contractual obligations to third parties by payment date. Further
      discussion of the nature of each obligation is included in the referenced note
      to the consolidated financial statements.





PAYMENTS
                DUE IN(IN
                THOUSANDS)
            
            NOTE
              REFERENCE
            
            ONE YEAR
              OR
                LESS
            
            ONE
                TO
              THREE
              YEARS
            
            THREE
                TO
              FIVE
              YEARS
            
            OVER
              FIVE
              YEARS
            
            TOTALDeposits
                without a stated maturity (a),(c)
            
            
            9
            
            $
            152,245
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            152,245Time
                deposits (a)
            
            
            9
            
            
            63,671
            
            
            27,924
            
            
            6,862
            
            
            2,214
            
            
            100,671Short-term
                borrowings (a)
            
            
            6
            
            
            503
            
            
            -
            
            
            -
            
            
            -
            
            
            503Long-term
                borrowings (b)
            
            
            7,8
            
            
            582
            
            
            13,319
            
            
            -
            
            
            10,000
            
            
            23,901Operating
                leases
            
            
            5
            
            
            244
            
            
            352
            
            
            271
            
            
            1,618
            
            
            2,485


(a)
              Excludes
                  interest
 (b)
              Includes
                  Junior Subordinated Debentures and semi-annual payments (made in
                  March and
                  September) of $273,215. This is also assuming that the Debentures
                  will be
                  paid off in September 2010. Includes convertible advance which
                  can be
                  called at any time but has a final maturity of
                  11/1/2017
 (c)
              Includes
                  non-interest bearing deposits




**Commitments.** The
      following table details the amounts and expected maturities of significant
      commitments as of December 31, 2007. Further discussion of these commitments
      is
      included in Note 16 to the consolidated financial statements.





30




PAYMENTS
                DUE IN(IN
                THOUSANDS)
            
            ONE
                YEAR
              OR
                LESS
            
            ONE
                TO
              THREE
              YEARS
            
            THREE
                TO
              FIVE
              YEARS
            
            OVER
              FIVE
              YEARS
            
            TOTALLoan
                commitments:Other
                mortgage loans
            
            $
            685
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            685Construction
                & land development
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Unused
                lines of credit:Home-equity
                lines
            
            
            630
            
            
            298
            
            
            582
            
            
            4,898
            
            
            5,778Commercial
                lines
            
            
            18,336
            
            
            -
            
            
            -
            
            
            -
            
            
            18,336Unsecured
                consumer lines
            
            
            816
            
            
            -
            
            
            -
            
            
            -
            
            
            816Secured
                consumer lines
            
            
            11
            
            
            -
            
            
            -
            
            
            -
            
            
            11Letters
                of credit
            
            
            11
            
            
            -
            
            
            -
            
            
            186
            
            
            197





**Market
      Risk Management**





Market
      risk is the risk of loss arising from adverse changes in the fair value of
      financial instruments due to changes in interest rates, exchange rates or equity
      pricing. The Company’s principal market risk is interest rate risk that arises
      from its lending, investing and deposit taking activities. The Company’s
      profitability is dependent on the Bank’s net interest income. Interest rate risk
      can significantly affect net interest income to the degree that interest bearing
      liabilities mature or reprice at different intervals than interest earning
      assets. The Bank’s Asset/Liability and Risk Management Committee oversees the
      management of interest rate risk. The primary purpose of the committee is to
      manage the exposure of net interest margins to unexpected changes due to
      interest rate fluctuations. The Company does not utilize derivative financial
      or
      commodity instruments or hedging strategies in its management of interest rate
      risk. The primary tool used by the committee to monitor interest rate risk
      is a
“gap” report which measures the dollar difference between the amount of interest
      bearing assets and interest bearing liabilities subject to repricing within
      a
      given time period. These efforts affect the loan pricing and deposit rate
      policies of the Company as well as the asset mix, volume guidelines, and
      liquidity and capital planning.





The
      following table sets forth the Bank’s interest-rate sensitivity at December 31,
      2007.





**0-3
                Months**
            
            **Over 3 To**
              **12 Months**
            
            **Over
                1**
              **Through 5 Years**
            
            **Over
                5**
              ******Years**
            
            **Total****(****Dollars
                In Thousands)****Assets:**Cash
                and due from banks
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            14,068Federal
                funds and overnight deposits
            
            
            727
            
            
            -
            
            
            -
            
            
            -
            
            
            727Securities
            
            
            -
            
            
            996
            
            
            9,635
            
            
            67,235
            
            
            77,866Loans
            
            
            12,197
            
            
            11,467
            
            
            79,188
            
            
            101,022
            
            
            202,174Fixed
                Assets
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,088Other
                Assets
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            9,351Total
                assets
            
            $
            13,224
            
            $
            12,463
            
            $
            86,823
            
            $
            168,257
            
            $
            307,274**Liabilities:**Demand
                deposit accounts
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            68,760NOW
                accounts
            
            
            23,155
            
            
            -
            
            
            -
            
            
            -
            
            
            23,155Money
                market deposit accounts
            
            
            12,948
            
            
            -
            
            
            -
            
            
            -
            
            
            12,948Savings
                accounts
            
            
            47,382
            
            
            193
            
            
            -
            
            
            -
            
            
            47,575IRA
                accounts
            
            
            1,362
            
            
            11,040
            
            
            14,779
            
            
            2,094
            
            
            29,275Certificates
                of deposit
            
            
            12,731
            
            
            38,345
            
            
            20,006
            
            
            120
            
            
            71,202Other
                liabilities
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            19,467Junior
                Subordinated Debenture
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            5,155Stockholders’
                equity
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            29,736Total
                liabilities and Stockholders’ equity
            
            $
            97,579
            
            $
            49,578
            
            $
            34,785
            
            $
            2,214
            
            $
            307,274GAP
            
            $
            (84,355
            )
            $
            (37,115
            )
            $
            52,038
            
            $
            166,043Cumulative
                GAP
            
            
            (84,355
            )
            
            (121,470
            )
            
            (69,432
            )
            
            96,611Cumulative
                GAP as a % of total assets
            
            
            (27.46
            %)
            
            (39.54
            %)
            
            (22.60
            %)
            
            31.45
            %




31




The
      foregoing analysis assumes that the Bank’s assets and liabilities move with
      rates at their earliest repricing opportunities based on final maturity.
      Mortgage backed securities are assumed to mature during the period in which they
      are estimated to prepay and it is assumed that loans and other securities are
      not called prior to maturity. Certificates of deposit and IRA accounts are
      presumed to reprice at maturity. NOW savings accounts are assumed to reprice
      at
      within three months although it is the Company’s experience that such accounts
      may be less sensitive to changes in market rates.





In
      addition to gap analysis, the Bank utilizes a simulation model to quantify
      the
      effect a hypothetical immediate plus or minus 200 basis point change in rates
      would have on net interest income and the economic value of equity. The model
      takes into consideration the effect of call features of investments as well
      as
      prepayments of loans in periods of declining rates. When actual changes in
      interest rates occur, the changes in interest earning assets and interest
      bearing liabilities may differ from the assumptions used in the model and,
      in
      the Bank’s experience, the changes historically realized have been narrower than
      those projected by the model. However, the Bank believes that the model is
      a
      prudent forecasting tool. As of December 31, 2007, the model produced the
      following sensitivity profile for net interest income and the economic value
      of
      equity.





**Immediate
                Change in Rates****-200**
            
            **-100**
            
            **+100**
            
            **+200****Basis
                Points**
            
            **Basis
                Points**
            
            **Basis
                Points**
            
            **Basis
                Points**%
                Change in Net Interest Income
            
            
            -9.8
            %
            
            -3.4
            %
            
            -1.1
            %
            
            -2.3
            %%
                Change in Economic Value of Equity
            
            
            -17.8
            %
            
            -7.9
            %
            
            -1.3
            %
            
            -6.2
            %





**Liquidity
      and Capital Resources**





The
      Company currently has no business other than that of the Bank and does not
      currently have any material funding commitments. The Company’s principal sources
      of liquidity are cash on hand and dividends received from the Bank. The Bank
      is
      subject to various regulatory restrictions on the payment of
      dividends.





The
      Bank’s principal sources of funds for investments and operations are net income,
      deposits from its primary market area, principal and interest payments on loans,
      interest received on investment securities and proceeds from maturing investment
      securities. Its principal funding commitments are for the origination or
      purchase of loans and the payment of maturing deposits. Deposits are considered
      the primary source of funds supporting the Bank’s lending and investment
      activities. The Bank also uses borrowings from the FHLB of Atlanta to supplement
      deposits, residential and small business lending, and to meet specific and
      anticipated needs.





The
      Bank’s most liquid assets are cash and cash equivalents, which are cash on hand,
      amounts due from financial institutions, federal funds sold and money market
      mutual funds. The levels of such assets are dependent on the Bank’s operating
      financing and investment activities at any given time. The variations in levels
      of cash and cash equivalents are influenced by deposit flows and anticipated
      future deposit flows.





Cash
      and
      cash equivalents (cash due from banks, interest-bearing deposits in other
      financial institutions, and federal funds sold), as of December 31, 2007,
      totaled $14,795,060, an increase of $1,475,082 or 11.07%, from the December
      31,
      2006 total of $13,319,978. Most of this increase was due to interest-bearing
      deposits in FHLB but was offset by a decrease in federal funds sold.





As
      of
      December 31, 2007, the Bank was permitted to draw on a $36.85 million line
      of
      credit from the FHLB of Atlanta. Borrowings under the line are secured by a
      floating lien on the Bank’s residential mortgage loans and its portfolio of U.S.
      Government and agency securities. As of December 31, 2007, a $7 million
      long-term convertible advance was outstanding under this line. There was also
      a
      $10 million convertible advance (callable monthly and with a final maturity
      of
      November 1, 2017.) In addition the Bank has an unsecured line of credit in
      the
      amount of $7 million from another commercial bank on which there is no
      outstanding balance at December 31, 2007. Furthermore, on September 7, 2000,
      the
      Company issued $5,155,000 of its 10.6% Junior Subordinated Deferrable Interest
      Debentures to Glen Burnie Statutory Trust I, a Connecticut statutory trust
      wholly owned by the Company. The Trust, in turn, issued $5,000,000 of its 10.6%
      capital securities to institutional investors. The debentures are scheduled
      to
      mature on September 7, 2030, unless called by the Company not earlier than
      September 7, 2010. As of December 31, 2007, the full $5,155,000 was
      outstanding.




32




Federal
      banking regulations require the Company and the Bank to maintain specified
      levels of capital. At December 31, 2007, the Company was in compliance with
      these requirements with a leverage ratio of 11.26%, a Tier 1 risk-based capital
      ratio of 16.80% and total risk-based capital ratio of 17.57 %. At December
      31,
      2007, the Bank met the criteria for designation as a well capitalized depository
      institution under FDIC regulations.





**Impact
      of Inflation and Changing Prices**





The
      consolidated financial statements and notes thereto presented 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 changes in the relative purchasing
      power of money over time due to inflation. Unlike most industrial companies,
      nearly all of the Company’s assets and liabilities are monetary in mature. 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 prices of goods and
      services.





**Critical
      Accounting Policies**





The
      Company’s accounting policies are more fully described in Note 1 of the Notes to
      the Consolidated Financial Statements, starting on page F-8 and are essential
      to
      understanding Management’s Discussion and Analysis of Financial Condition and
      Results of Operations. As discussed there, the preparation of financial
      statements in conformity with accounting principles generally accepted in the
      U.S. requires management to make estimates and assumptions about future events
      that affect the amounts reported in the financial statements and accompanying
      notes. Since future events and their effects cannot be determined with absolute
      certainty, the determination of estimates requires the exercise of judgment.
      Management has used the best information available to make the estimations
      necessary to value the related assets and liabilities based
      on
      historical experience and on various assumptions which are believed to be
      reasonable under the circumstances. Actual
      results could differ from those estimates, and such differences may be material
      to the financial statements. The Company reevaluates these variables as facts
      and circumstances change. Historically, actual results have not differed
      significantly from the Company’s estimates. The following is a summary of the
      more judgmental accounting estimates and principles involved in the preparation
      of the Company’s financial statements, including the identification of the
      variables most important in the estimation process:





**Allowance
      for Credit Losses.** The
      Bank’s allowance for credit losses is determined based upon estimates that can
      and do change when the actual events occur, including historical losses as
      an
      indicator of future losses, fair market value of collateral, and various general
      or industry or geographic specific economic events.  The use of these
      estimates and values is inherently subjective and the actual losses could be
      greater or less than the estimates.  For further information regarding our
      allowance for credit losses, see “Allowance for Credit Losses” under Item 1-
“Business” of this Annual Report.





**Accrued
      Taxes.** Management estimates income tax expense based on the amount it expects to owe
      various tax authorities. Income taxes are discussed in more detail in Note
      10 to
      the consolidated financial statements. Accrued taxes represent the net estimated
      amount due or to be received from taxing authorities. In estimating accrued
      taxes, management assesses the relative merits and risks of the appropriate
      tax
      treatment of transactions taking into account statutory, judicial and regulatory
      guidance in the context of the Company’s tax position.





**Recently
      Issued Accounting Pronouncements**





In
      December 2007, the FASB issued Statement No. 141 Revised 2007 (SFAS 141R), *Business
      Combinations.* SFAS
      141R’s objective is to improve the relevance, representational faithfulness, and
      comparability of the information that a reporting entity provides in its
      financial reports about a business combination and its effects. SFAS 141R
      applies prospectively to business combinations for which the acquisition date
      is
      on or after December 31, 2008. The Company does not expect the implementation
      of
      SFAS 141R to have a material impact on its consolidated financial
      statements.





In
      February 2006, the FASB issued Statement No. 155 (SFAS 155), *Accounting
      for Certain Hybrid Financial Instruments - an amendment of FASB Statements
      No. 133 and 140* .
      SFAS
      No. 155 simplifies accounting for certain hybrid instruments currently
      governed by SFAS No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* ,
      by
      allowing fair value remeasurement of hybrid instruments that contain an embedded
      derivative that otherwise would require bifurcation. SFAS No. 155 also
      eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, *Application
      of Statement 133 to Beneficial Interests in Securitized Financial
      Assets* ,
      which
      provides such beneficial interests are not subject to SFAS No. 133. SFAS
      No. 155 amends SFAS No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities - a Replacement of FASB Statement No. 125* ,
      by
      eliminating the restriction on passive derivative instruments that a qualifying
      special-purpose entity may hold. On January 1, 2007, the Company adopted SFAS
      No. 155. The Company has determined that the adoption of this pronouncement
      did not have a significant impact on the financial statements.




33




In
      March
      2006, the FASB issued Statement No. 156 (SFAS 156), *Accounting
      for Servicing of Financial Assets- an amendment of FASB Statement
      No. 140* .
      SFAS
      No. 156 requires an entity to recognize a servicing asset or servicing
      liability each time it undertakes an obligation to service a financial asset
      by
      entering into a servicing contract in specific situations. Additionally, the
      servicing asset or servicing liability shall be initially measured at fair
      value; however, an entity may elect the “amortization method” or “fair value
      method” for subsequent balance sheet reporting periods. On January 1, 2007, the
      Company adopted SFAS No. 156. The Company has determined that the adoption
      of this pronouncement did not have a significant impact on the financial
      statements.





In
      September 2006, the FASB issued Statement No. 157 (SFAS 157), *Fair
      Value Measurements* .
      SFAS
      157 defines fair value, establishes a framework for measuring fair value and
      expands disclosures about fair value measurements. SFAS 157 applies whenever
      other standards require (or permit) assets or liabilities to be measured at
      fair
      value but does not expand the use of fair value in any new circumstances. In
      this standard, the FASB clarifies the principle that fair value should be based
      on the assumptions market participants would use when pricing the asset or
      liability. In support of this principle, SFAS 157 establishes a fair value
      hierarchy that prioritizes the information used to develop those assumptions.
      The provisions of SFAS 157 are effective for financial statements issued for
      fiscal years beginning after November 15, 2007 and interim periods within
      those fiscal years. The provisions should be applied prospectively, except
      for
      certain specifically identified financial instruments. The Company is currently
      reviewing this pronouncement.





In
      February 2007, the FASB issued Statement No. 159 (SFAS 159), *The
      Fair Value Option for Financial Assets and Financial Liabilities-including
      an
      amendment of FASB Statement No. 115* which
      is
      effective as of the beginning of the first fiscal year that begins after
      November 15, 2007. Management will continue to evaluate the impact of adopting
      this Statement on the Company’s financial statements for future
      periods.





In
      December 2007, the FASB issued SFAS 160, *Noncontrolling
      Interests in Consolidated Financial Statements.* SFAS
      160’s objective is to improve the relevance, comparability, and transparency of
      the financial information that a reporting entity provides in its consolidated
      financial statements by establishing accounting and reporting standards for
      the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. SFAS 160 shall be effective for fiscal years and interim periods
      within those fiscal years, beginning on or after December 15, 2008. The Company
      does not expect the implementation of SFAS 160 to have a material impact on
      its
      consolidated financial statements.





In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of
      FASB
      Statement No. 109" (FIN 48), which clarifies the accounting and disclosure
      for
      uncertainty in tax positions, as defined. FIN 48 seeks to reduce the diversity
      in practice associated with certain aspects of the recognition and measurement
      related to accounting for income taxes. The Company is subject to the provisions
      of FIN 48 as of January 1, 2007, and has analyzed filing positions in all of
      the
      federal and state jurisdictions where it is required to file income tax returns,
      as well as all open tax years in these jurisdictions. The Company believes
      that
      its income tax filing positions and deductions will be sustained on audit and
      does not anticipate any adjustments that will result in a material adverse
      effect on the Company's financial condition, results of operations, or cash
      flow. Therefore, no reserves for uncertain income tax positions have been
      recorded pursuant to FIN 48. In addition, the Company did not record a
      cumulative effect adjustment related to the adoption of FIN 48.





In
      September 2006, the FASB ratified the consensus reached by the Emerging
      Issues Task Force (“EITF”) on Issue No. 06-5, *Accounting
      for Purchases of Life Insurance — Determining the Amount That Could Be Realized
      in Accordance with FASB Technical Bulletin No. 85-4, Accounting for
      Purchases of Life Insurance* .
      FASB
      Technical Bulletin No. 85-4 requires that the amount that could be realized
      under the insurance contract as of the date of the statement of financial
      position should be reported as an asset. Since the issuance of FASB Technical
      Bulletin No. 85-4, questions arose regarding whether “the amount that could
      be realized” should consider 1) any additional amounts included in the
      contractual terms of the insurance policy other than the cash surrender value
      and 2) the contractual ability to surrender all of the individual-life policies
      (or certificates in a group policy) at the same time. EITF 06-5 determined
      that
“the amount that could be realized” should 1) consider any additional amounts
      included in the contractual terms of the policy and 2) assume the surrender
      of
      an individual-life by individual-life policy (or certificate by certificate
      in a
      group policy). Any amount that is ultimately realized by the policy holder
      upon
      the assumed surrender of the final policy (or final certificate in a group
      policy) shall be included in the “amount that could be realized.” An entity
      should apply the provisions of EITF 06-5 through either a change in accounting
      principle through a cumulative-effect adjustment to retained earnings as of
      the
      beginning of the year of adoption or a change in accounting principle through
      retrospective application to all prior periods. On January 1, 2007, the Company
      adopted EITF 06-5. The Company has determined that the adoption of this
      pronouncement did not have a significant impact on the financial
      statements.




34




In
      September 2006, the FASB ratified the consensus reached by the Emerging Issued
      Task Force (EITF) on Issue No. 06-04, *Accounting
      for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
      Split-Dollar Life Insurance Arrangements.* The
      scope of this Issue is limited to the recognition of a liability and related
      compensation costs for endorsement split-dollar life insurance arrangements
      that
      provide a benefit to an employee that extends to postretirement periods.
      Therefore, this Issue would not apply to a split-dollar life insurance
      arrangement that provides a specified benefit to an employee that is limited
      to
      the employee's active service period with an employer.





The
      consensus in this Issue is effective for fiscal years beginning after December
      15, 2007, with earlier application permitted. Entities should recognize the
      effects of applying the consensus in this Issue through either (a) a change
      in
      accounting principle through a cumulative-effect adjustment to retained earnings
      or to other components of equity or net assets in the statement of financial
      position as of the beginning of the year of adoption or (b) a change in
      accounting principle through retrospective application to all prior periods.
      The
      effects of this Issue have been analyzed by the Company and disclosed in Note
      23. The Company will apply option (a) as a cumulative-effect adjustment to
      retained earnings effective January 1, 2008.





**ITEM
              7A.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**





The
      information required by this item may be found in Item 7 of Part II of this
      report under the caption “Management’s Discussion and Analysis of Financial
      Condition and Results of Operation-Market Risk Management”, which is
      incorporated herein by reference.





**ITEM
              8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY
                DATA**





The
      financial statements and supplementary data required by this Item 8 are included
      in the Company’s Consolidated Financial Statements and set forth in the pages
      indicated in Item 16(a) of this Annual Report.





**ITEM
              9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE**





Not
      applicable.





**ITEM
              9A.**
            **CONTROLS
                AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





The
      Company maintains a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed by the Company in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the Securities and Exchange
      Commission, and is accumulated and communicated to management in a timely
      manner. The Company’s Chief Executive Officer and Chief Financial Officer have
      evaluated this system of disclosure controls and procedures as of the end of
      the
      period covered by this annual report, and believe that the system is
      effective.





**Management’s
      Annual Report on Internal Control over Financial Reporting**




The
      Company’s management, including its Chief Executive Officer and Chief Financial
      Officer, is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the preparation of our financial
      statements for external reporting purposes in accordance with
      U.S. generally accepted accounting principles (GAAP). Internal control over
      financial reporting includes those policies and procedures that:
      (i) pertain to the maintenance of records that in reasonable detail
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the Company ;
      (ii) provide reasonable assurance that transactions are recorded as
      necessary to permit preparation of financial statements in accordance with
      GAAP,
      and that receipts and expenditures of the company are being made only in
      accordance with authorizations of management and directors of the Company;
      and
      (iii) provide reasonable assurance regarding prevention or timely detection
      of unauthorized acquisition, use, or disposition of the company’s assets that
      could have a material effect on the financial statements. Because of its
      inherent limitations, internal control over financial reporting may not prevent
      or detect misstatements. Also, projections of any evaluation of effectiveness
      to
      future periods are subject to the risk that controls may become inadequate
      because of changes in conditions, or that the degree of compliance with policies
      or procedures may deteriorate.




35




Management
      (with the participation of the Company’s Chief Executive Officer and Chief
      Financial Officer) conducted an evaluation of the effectiveness of the Company’s
      internal control over financial reporting based on the framework in *Internal
      Control — Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission. Based
      on
      this evaluation, management concluded that the Company’s internal control over
      financial reporting was effective as of December 31, 2007.







This
      Annual Report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the Company to provide only management’s report
      in this Annual Report.





**Changes
      in Internal Control Over Financial Reporting**





There
      have been no changes in the Company’s internal control over financial reporting
      during the
      fourth quarter of 2007 that
      have
      materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting.





**ITEM
              9B.**
            **OTHER
                INFORMATION**





Not
      applicable.




36


**PART
      III**





**ITEM
              10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**





The
      information with respect to the identity and business experience of the
      directors of the Company and their remuneration set forth in the section
      captioned “Proposal I — Election of Directors” in the Company’s definitive Proxy
      Statement to be filed pursuant to Regulation 14A and issued in conjunction
      with
      the 2008 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated
      herein by reference. The information with respect to the identity and business
      experience of executive officers of the Company is set forth in Part I of this
      Form 10-K. The information with respect to the Company’s Audit Committee is
      incorporated herein by reference to the section captioned “Meetings and
      Committees of the Board of Directors” in the Proxy Statement. The information
      with respect to compliance with Section 16(a) of the Exchange Act is
      incorporated herein by reference to the section captioned “Section 16(a)
      Beneficial Ownership Reporting Compliance” in the Proxy Statement. The
      information with respect to the Company’s Code of Ethics is incorporated herein
      by reference to the section captioned “Code of Ethics” in the Proxy
      Statement.





**ITEM
              11.**
            **EXECUTIVE
                COMPENSATION**





The
      information required by this item is incorporated herein by reference to the
      sections captioned “Director Compensation” and “Executive Compensation” in the
      Proxy Statement.





**ITEM
              12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





The
      information required by this item is incorporated herein by reference to the
      sections captioned “Voting Securities and Principal Holders Thereof” and
“Securities Ownership of Management” in the Proxy Statement.





**ITEM
              13.**
            **CERTAIN****RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                INDEPENDENCE**





The
      information required by this item is incorporated herein by reference to the
      section captioned “Election of Directors” and “Transactions with Management” in
      the Proxy Statement.





**ITEM
              14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**





The
      information required by this item is incorporated herein by reference to the
      section captioned “Authorization for Appointment of Auditors – Disclosure
      of Independent
      Auditor Fees ”
in
      the
      Proxy Statement.




37




**(a)**  **2.
      Financial Statement Schedules.**





All
      schedules for which provision is made in the applicable accounting regulations
      of the Securities and Exchange Commission are omitted because of the absence
      of
      conditions under which they are required or because the required information
      is
      included in the consolidated financial statements and related notes
      thereto.





**(a)
      3. Exhibits required to be filed by Item 601 of Regulation
      S-K.**




Exhibit
      No.


3.1
            Articles
                of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment
                No. 1 to the Registrant’s Form 8-A filed December 27, 1999, File No.
                0-24047)


3.2
            Articles
                of Amendment, dated October 8, 2003(incorporated
                by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form
                10-Q for the Quarter ended September 30, 2003, File No.
                0-24047)


3.3
            Articles
                Supplementary, dated November 16, 1999 (incorporated by reference
                to
                Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed December
                8, 1999, File No. 0-24047)


3.4
            By-Laws
                (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly
                Report on Form 10-Q for the Quarter ended September 30, 2003, File
                No.
                0-24047)


4.1
            Rights
                Agreement, dated as of February 13, 1998, between Glen Burnie Bancorp
                and
                The Bank of Glen Burnie, as Rights Agent, as amended and restated
                as of
                December 27, 1999 (incorporated by reference to Exhibit 4.1 to Amendment
                No. 1 to the Registrant’s Form 8-A filed December 27, 1999, File No.
                0-24047)


10.1
            Glen
                Burnie Bancorp Director Stock Purchase Plan (incorporated by reference
                to
                Exhibit 99.1 to Post-Effective Amendment No. 1 to the Registrant’s
                Registration Statement on Form S-8, File
                No.33-62280)


10.2
            The
                Bank of Glen Burnie Employee Stock Purchase Plan (incorporated by
                reference to Exhibit 99.1 to Post-Effective Amendment No. 1 to the
                Registrant’s Registration Statement on Form S-8, File No.
                333-46943)


10.3
            Amended
                and Restated Change-in-Control Severance Plan (incorporated by reference
                to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the
                Fiscal Year Ended December 31, 2001, File No.
                0-24047)


10.4
            The
                Bank of Glen Burnie Executive and Director Deferred Compensation
                Plan
                (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual
                Report on Form 10-K for the Fiscal Year Ended December 31, 1999,
                File No.
                0-24047)


21
            Subsidiaries
                of the Registrant (incorporated by reference to Exhibit 3.2 to the
                Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December
                31, 2001, File No. 0-24047) 23
            Consent
              of Trice Geary & Myers LLC 31.1
            Rule
              15d-14(a) Certification of Chief Executive
              Officer 31.2
            Rule
              15d-14(a) Certification of Chief Financial
              Officer 32.1
            Section
              1350 Certifications





38




**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.


GLEN
                  BURNIE BANCORPMarch
                  13, 2008
              By:
              /s/
                  Michael G. LivingstonMichael
                  G. LivingstonPresident
                  and Chief Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/
                Michael G. Livingston
            
            President,
                Chief Executive Officer
            
            March
                13, 2008Michael
                G. Livingston
            
            and
                Director/s/
                F. William Kuethe, Jr.
            
            President
                Emeritus and Director
            
            March
                13, 2008F.
                William Kuethe, Jr./s/
                John E. Porter
            
            Senior
                Vice President and Chief
            
            March
                13, 2008John
                E. Porter
            
            Financial
                Officer/s/
                John E. Demyan
            
            Chairman
                of the Board and Director
            
            March
                13, 2008John
                E. Demyan/s/
                Shirley E. Boyer
            
            Director
            
            March
                13, 2008Shirley
                E. Boyer/s/
                Thomas Clocker
            
            Director
            
            March
                13, 2008Thomas
                Clocker/s/
                Norman E. Harrison, Jr.
            
            Director
            
            March
                13, 2008Norman
                E. Harrison, Jr./s/
                F. W. Kuethe, III
            
            Director
            
            March
                13, 2008F.
                W. Kuethe, III/s/
                Charles Lynch
            
            Director
            
            March
                13, 2008Charles
                Lynch/s/
                Edward L. Maddox
            
            Director
            
            March
                13, 2008Edward
                L. Maddox


/s/
                William N. Scherer, Sr.
            
            Director
            
            March
                13, 2008William
                N. Scherer, Sr.




39




/s/
                Karen B. Thorwarth
            
            Director
            
            March
                13, 2008Karen
                B. Thorwarth/s/
                Mary Lou Wilcox
            
            Director
            
            March
                13, 2008Mary
                Lou Wilcox






40


**PART
      IV**





**ITEM
              15.**
            **EXHIBITS
                AND FINANCIAL STATEMENT
                SCHEDULES**





**(a)
      1. Financial Statements** .





PageIndependent
                Auditors’ Report
            F-1Consolidated
                Balance Sheets as of December 31, 2007, 2006 and 2005
            F-2Consolidated
                Statements of Income for the Years Ended December 31, 2007, 2006
                and 2005
            F-3Consolidated
                      Statements of Comprehensive Income for the Years Ended December
                      31,
                      2007, 2006 and 2005
            F-4Consolidated
                      Statements of Changes in Stockholders’ Equity for the Years
                      Ended December 31, 2007, 2006 and
                      2005
            F-5Consolidated
                Statements of Cash Flows for the Years Ended December 31, 2007, 2006
                and
                2005
            F-6Notes
                to Consolidated Financial Statements
            F-8




REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board
      of
      Directors


Glen
      Burnie Bancorp and Subsidiaries


Glen
      Burnie, Maryland





We
      have
      audited the accompanying consolidated balance sheets of Glen Burnie Bancorp
      and
      subsidiaries as of December 31, 2007, 2006, and 2005, and the related
      consolidated statements of income, comprehensive income, changes in
      stockholders’ equity, and cash flows for each of the years then ended. Glen
      Burnie Bancorp and subsidiaries’ management is responsible for these
      consolidated financial statements. Our responsibility is to express an opinion
      on these consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. The Company
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements, 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 consolidated financial position of Glen Burnie
      Bancorp and subsidiaries as of December 31, 2007, 2006, and 2005, and the
      consolidated results of their operations and their consolidated cash flows
      for
      the years then ended in conformity with accounting principles generally accepted
      in the United States of America.






Salisbury,
      Maryland


March
      13,
      2008




F-1





**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Balance Sheets**





December
                31,
            
            **2007**
            
            2006
            
            2005**Assets**Cash
                and due from banks
            
            **$**
            **8,220,582**
            
            $
            9,005,691
            
            $
            9,405,148Interest-bearing
                deposits in other financial institutions
            
            
            **5,847,562**
            
            
            342,309
            
            
            3,711,524Federal
                funds sold
            
            
            **726,916**
            
            
            3,971,978
            
            
            2,333,055Cash
                and cash equivalents
            
            
            **14,795,060**
            
            
            13,319,978
            
            
            15,449,727Investment
                securities available for sale, at fair value
            
            
            **77,182,181**
            
            
            95,811,296
            
            
            86,128,724Investment
                securities held to maturity (fair value**2007
                $726,193;**2006
                $729,960; 2005 $1,238,740)
            
            
            **683,832**
            
            
            683,363
            
            
            1,151,163Federal
                Home Loan Bank stock, at cost
            
            
            **1,381,900**
            
            
            928,000
            
            
            918,900Maryland
                Financial Bank stock, at cost
            
            
            **100,000**
            
            
            100,000
            
            
            100,000Common
                stock in the Glen Burnie Statutory Trust I
            
            
            **155,000**
            
            
            155,000
            
            
            155,000Ground
                rents, at cost
            
            
            **202,900**
            
            
            219,100
            
            
            235,700Loans,
                less allowance for credit losses**2007 $1,604,491;**2006
                $1,839,094; 2005 $2,201,350;
            
            
            **199,753,132**
            
            
            193,336,604
            
            
            190,204,998Premises
                and equipment, at cost, less accumulated depreciation
            
            
            **3,087,908**
            
            
            3,406,014
            
            
            3,863,275Accrued
                interest receivable on loans and investment securities
            
            
            **1,508,640**
            
            
            1,627,433
            
            
            1,451,806Deferred
                income tax benefits
            
            
            **453,512**
            
            
            292,131
            
            
            264,139Other
                real estate owned
            
            
            **50,000**
            
            
            50,000
            
            
            50,000Cash
                value of life insurance
            
            
            **7,161,403**
            
            
            6,892,455
            
            
            5,681,802Other
                assets
            
            
            **758,400**
            
            
            924,227
            
            
            905,757**Total
                assets**
            
            **$**
            **307,273,868**
            
            $
            317,745,601
            
            $
            306,560,991**Liabilities
                and Stockholders' Equity**Liabilities:Deposits:Noninterest-bearing
            
            **$**
            **68,760,373**
            
            $
            74,729,298
            
            $
            79,313,921Interest-bearing
            
            
            **184,156,393**
            
            
            200,104,159
            
            
            185,934,347Total
                deposits
            
            
            **252,916,766**
            
            
            274,833,457
            
            
            265,248,268Short-term
                borrowings
            
            
            **502,529**
            
            
            545,349
            
            
            622,050Long-term
                borrowings
            
            
            **17,107,135**
            
            
            7,140,170
            
            
            7,170,977Junior
                subordinated debentures owed to unconsolidated subsidiary trust
            
            
            **5,155,000**
            
            
            5,155,000
            
            
            5,155,000Dividends
                payable
            
            
            **385,010**
            
            
            366,580
            
            
            339,005Accrued
                interest payable on deposits
            
            
            **134,274**
            
            
            145,642
            
            
            83,111Accrued
                interest payable on junior subordinated debentures
            
            
            **171,518**
            
            
            171,518
            
            
            171,518Other
                liabilities
            
            
            **1,165,482**
            
            
            1,187,372
            
            
            1,145,621**Total
                liabilities**
            
            
            **277,537,714**
            
            
            289,545,088
            
            
            279,935,550**Commitments,
                contingencies, and subsequent events**Stockholders'
                equity:Common
                stock, par value $1, authorized 15,000,000 shares; issued and outstanding**2007
                2,498,465**shares;2006 2,484,633 shares; 2005 2,056,024 shares;
            
            
            **2,498,465**
            
            
            2,484,633
            
            
            2,056,024Surplus
            
            
            **11,921,129**
            
            
            11,719,907
            
            
            11,458,465Retained
                earnings
            
            
            **15,750,156**
            
            
            14,312,496
            
            
            13,341,097Accumulated
                other comprehensive loss, net of tax
            
            
            **(433,596**
            **)**
            
            (316,523
            )
            
            (230,145
            )**Total
                stockholders' equity**
            
            
            **29,736,154**
            
            
            28,200,513
            
            
            26,625,441**Total
                liabilities and stockholders' equity**
            
            **$**
            **307,273,868**
            
            $
            317,745,601
            
            $
            306,560,991





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*




F-2





**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Statements of Income**





Years
                Ended December 31,
            
            **2007**
            
            2006
            
            2005**Interest
                income on:**Loans,
                including fees
            
            **$**
            **13,326,693**
            
            $
            11,830,676
            
            $
            11,625,147U.S.
                Government agency securities
            
            
            **2,553,527**
            
            
            3,347,090
            
            
            2,413,687State
                and municipal securities
            
            
            **1,451,540**
            
            
            1,653,109
            
            
            1,473,550Corporate
                trust preferred securities
            
            
            **250,526**
            
            
            374,588
            
            
            378,167Federal
                funds sold
            
            
            **139,075**
            
            
            200,418
            
            
            113,246Other
            
            
            **115,895**
            
            
            249,315
            
            
            93,765Total
                interest income
            
            
            **17,837,256**
            
            
            17,655,196
            
            
            16,097,562**Interest
                expense on:**Deposits
            
            
            **4,824,425**
            
            
            4,780,871
            
            
            3,091,576Short-term
                borrowings
            
            
            **119,101**
            
            
            80,994
            
            
            65,906Long-term
                borrowings
            
            
            **481,092**
            
            
            425,470
            
            
            427,547Junior
                subordinated debentures
            
            
            **546,430**
            
            
            546,430
            
            
            546,430Total
                interest expense
            
            
            **5,971,048**
            
            
            5,833,765
            
            
            4,131,459**Net
                interest income**
            
            
            **11,866,208**
            
            
            11,821,431
            
            
            11,966,103**Provision
                for credit losses**
            
            
            **50,000**
            
            
            62,000
            
            
            (50,000
            )**Net
                interest income after provision for credit losses**
            
            
            **11,816,208**
            
            
            11,759,431
            
            
            12,016,103**Other
                income:**Service
                charges on deposit accounts
            
            
            **814,392**
            
            
            831,140
            
            
            864,823Other
                fees and commissions
            
            
            **953,873**
            
            
            1,026,144
            
            
            948,580Gains
                on investment securities, net
            
            
            **120,079**
            
            
            176,453
            
            
            102,300Income
                on life insurance
            
            
            **268,948**
            
            
            210,653
            
            
            198,121Total
                other income
            
            
            **2,157,292**
            
            
            2,244,390
            
            
            2,113,824**Other
                expenses:**Salaries
                and wages
            
            
            **4,623,067**
            
            
            4,769,495
            
            
            4,620,793Employee
                benefits
            
            
            **1,702,535**
            
            
            1,748,294
            
            
            1,788,453Occupancy
            
            
            **886,345**
            
            
            850,843
            
            
            793,903Furniture
                and equipment
            
            
            **844,147**
            
            
            864,151
            
            
            885,203Other
                expenses
            
            
            **2,376,925**
            
            
            2,363,878
            
            
            2,536,445Total
                other expenses
            
            
            **10,433,019**
            
            
            10,596,661
            
            
            10,624,797**Income
                before income taxes**
            
            
            **3,540,481**
            
            
            3,407,160
            
            
            3,505,130**Federal
                and state income tax expense**
            
            
            **758,340**
            
            
            687,115
            
            
            730,389**Net
                income**
            
            **$**
            **2,782,141**
            
            $
            2,720,045
            
            $
            2,774,741**Basic
                and diluted earnings per share of common stock**
            
            **$**
            **1.12**
            
            $
            1.10
            
            $
            1.13





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*





F-3





**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Statements of Comprehensive Income**





Years
                Ended December 31,
            
            **2007**
            
            2006
            
            2005**Net
                income**
            
            **$**
            **2,782,141**
            
            $
            2,720,045
            
            $
            2,774,741**Other
                comprehensive loss, net of tax**Unrealized
                holding losses arising during the period (net of deferred tax benefits**2007
                $23,422**;
                2006 $6,826; 2005 $583,598)
            
            
            **(37,231**
            **)**
            
            (10,849
            )
            
            (927,530
            )Reclassification
                adjustment for gains included in net income (net of deferred taxes**2007
                $50,237**;
                2006 $47,522; 2005 $39,508)
            
            
            **(79,842**
            **)**
            
            (75,529
            )
            
            (62,792
            )Total
                other comprehensive loss
            
            
            **(117,073**
            **)**
            
            (86,378
            )
            
            (990,322
            )**Comprehensive
                income**
            
            **$**
            **2,665,068**
            
            $
            2,633,667
            
            $
            1,784,419





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*




F-4




**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Statements of Changes in Stockholders' Equity**





**Years
      Ended December 31, 2007, 2006, and 2005**





Common Stock
            
            
            
            Retained
            
            Accumulated
                Other
                Comprehensive
            
            Total
                  Stockholders'Shares
            
            Par Value
            
            Surplus
            
            Earnings
            
            Income
                        (Loss)
            
            EquityBalances,
                December 31, 2004
            
            
            2,041,033
            
            $
            2,041,033
            
            $
            11,169,283
            
            $
            11,773,915
            
            $
            760,177
            
            $
            25,744,408Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            2,774,741
            
            
            -
            
            
            2,774,741Cash
                dividends, $.49 per share
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,207,559
            )
            
            -
            
            
            (1,207,559
            )Dividends
                reinvested under dividend reinvestment plan
            
            
            12,708
            
            
            12,708
            
            
            243,407
            
            
            -
            
            
            -
            
            
            256,115Shares
                issued under employee stock purchase plan
            
            
            2,283
            
            
            2,283
            
            
            38,584
            
            
            -
            
            
            -
            
            
            40,867Vested
                stock options, net
            
            
            -
            
            
            -
            
            
            7,191
            
            
            -
            
            
            -
            
            
            7,191Other
                comprehensive loss, net of tax
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (990,322
            )
            
            (990,322
            )Balances,
                December 31, 2005
            
            
            2,056,024
            
            
            2,056,024
            
            
            11,458,465
            
            
            13,341,097
            
            
            (230,145
            )
            
            26,625,441Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            2,720,045
            
            
            -
            
            
            2,720,045Cash
                dividends, $.54 per share
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,337,545
            )
            
            -
            
            
            (1,337,545
            )Dividends
                reinvested under dividend reinvestment plan
            
            
            15,113
            
            
            15,113
            
            
            229,946
            
            
            -
            
            
            -
            
            
            245,059Shares
                issued under employee stock purchase plan
            
            
            2,395
            
            
            2,395
            
            
            31,496
            
            
            -
            
            
            -
            
            
            33,891Stock
                split effected in form of 20% stock dividend
            
            
            411,101
            
            
            411,101
            
            
            
            
            
            (411,101
            )
            
            
            
            
            -Other
                comprehensive loss, net of tax
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (86,378
            )
            
            (86,378
            )**Balances,
                December 31, 2006**
            
            
            **2,484,633**
            
            
            **2,484,633**
            
            
            **11,719,907**
            
            
            **14,312,496**
            
            
            **(316,523**
            **)**
            
            **28,200,513****Net
                income**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **2,782,141**
            
            
            **-**
            
            
            **2,782,141****Cash
                dividends, $.54 per share**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **(1,344,481**
            **)**
            
            **-**
            
            
            **(1,344,481**
            **)****Dividends
                reinvested under dividend reinvestment plan**
            
            
            **12,791**
            
            
            **12,791**
            
            
            **187,668**
            
            
            **-**
            
            
            **-**
            
            
            **200,459****Shares
                issued under employee stock purchase plan**
            
            
            **1,041**
            
            
            **1,041**
            
            
            **13,554**
            
            
            **-**
            
            
            **-**
            
            
            **14,595****Other
                comprehensive loss, net of tax**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **(117,073**
            **)**
            
            **(117,073**
            **)****Balances,
                December 31, 2007**
            
            
            **2,498,465**
            
            **$**
            **2,498,465**
            
            **$**
            **11,921,129**
            
            **$**
            **15,750,156**
            
            **$**
            **(433,596**
            **)**
            **$**
            **29,736,154**





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*




F-5




**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Statements of Cash Flows**





Years
                Ended December 31,
            
            **2007**
            
            2006
            
            2005**Cash
                flows from operating activities:**Net
                income
            
            **$**
            **2,782,141**
            
            $
            2,720,045
            
            $
            2,774,741Adjustments
                to reconcile net income to net cash provided by operating
                activitiesDepreciation,
                amortization, and accretion
            
            
            **496,172**
            
            
            571,741
            
            
            761,402Compensation
                expense from vested stock options, net
            
            
            **-**
            
            
            -
            
            
            7,191Provision
                for credit losses
            
            
            **50,000**
            
            
            62,000
            
            
            (50,000
            )Provision
                for unfunded commitments
            
            
            **-**
            
            
            -
            
            
            50,000Deferred
                income (benefits) taxes, net
            
            
            **(87,720**
            **)**
            
            26,357
            
            
            28,383Gains
                on disposals of assets, net
            
            
            **(119,652**
            **)**
            
            (175,634
            )
            
            (100,866
            )Income
                on investment in life insurance
            
            
            **(268,948**
            **)**
            
            (210,653
            )
            
            (198,121
            )Changes
                in assets and liabilities:Decrease
                (increase) in accrued interest receivable
            
            
            **118,793**
            
            
            (175,627
            )
            
            33,063Decrease
                in other assets
            
            
            **106,163**
            
            
            38,161
            
            
            238,828(Decrease)
                increase in accrued interest payable
            
            
            **(11,368**
            **)**
            
            62,531
            
            
            27,131(Decrease)
                increase in other liabilities
            
            
            **(21,890**
            **)**
            
            41,751
            
            
            (5,655
            )Net
                cash provided by operating activities
            
            
            **3,043,691**
            
            
            2,960,672
            
            
            3,566,097**Cash
                flows from investing activities:**Maturities
                of held to maturity mortgage-backed securities
            
            
            **-**
            
            
            468,199
            
            
            476,502Maturities
                of available for sale mortgage-backed securities
            
            
            **7,301,634**
            
            
            9,331,430
            
            
            7,810,035Maturities
                of other available for sale investment securities
            
            
            **300,000**
            
            
            4,330,544
            
            
            4,111,320Sales
                of available for sale debt securities
            
            
            **17,889,342**
            
            
            22,431,078
            
            
            16,951,413Purchases
                of available for sale mortgage-backed securities
            
            
            **-**
            
            
            (25,365,231
            )
            
            (12,488,670
            )Purchases
                of other available for sale investment securities
            
            
            **(6,907,162**
            **)**
            
            (20,398,575
            )
            
            (10,874,843
            )(Purchase)
                sale of FHLB stock
            
            
            **(453,900**
            **)**
            
            (9,100
            )
            
            100Purchase
                of life insurance contracts
            
            
            **-**
            
            
            (1,000,000
            )
            
            -Increase
                in loans, net
            
            
            **(6,466,528**
            **)**
            
            (3,193,606
            )
            
            (7,863,706
            )Purchases
                of premises and equipment
            
            
            **(128,452**
            **)**
            
            (131,821
            )
            
            (378,774
            )Net
                cash provided (used) by investing activities
            
            
            **11,534,934**
            
            
            (13,537,082
            )
            
            (2,256,623
            )**Cash
                flows from financing activities:**(Decrease)
                increase in noninterest-bearing deposits, NOW accounts, money market
                accounts, and savings accounts, net
            
            
            **(5,968,925**
            **)**
            
            (4,584,623
            )
            
            5,886,555(Decrease)
                increase in time deposits, net
            
            
            **(15,947,766**
            **)**
            
            14,169,812
            
            
            (2,312,330
            )(Decrease)
                increase in short-term borrowings
            
            
            **(42,820**
            **)**
            
            (76,701
            )
            
            80,378Proceeds
                from long-term borrowings
            
            
            **10,000,000**
            
            
            -
            
            
            -Repayments
                of long-term borrowings
            
            
            **(33,035**
            **)**
            
            (30,807
            )
            
            (28,731
            )Cash
                dividends paid
            
            
            **(1,326,051**
            **)**
            
            (1,309,970
            )
            
            (1,156,492
            )Common
                stock dividends reinvested
            
            
            **200,459**
            
            
            245,059
            
            
            256,115Issuance
                of common stock
            
            
            **14,595**
            
            
            33,891
            
            
            40,867Net
                cash (used) provided by financing activities
            
            
            **(13,103,543**
            **)**
            
            8,446,661
            
            
            2,766,362**Increase
                (decrease) in cash and cash equivalents**
            
            
            **1,475,082**
            
            
            (2,129,749
            )
            
            4,075,836**Cash
                and cash equivalents, beginning of year**
            
            
            **13,319,978**
            
            
            15,449,727
            
            
            11,373,891**Cash
                and cash equivalents, end of year**
            
            **$**
            **14,795,060**
            
            $
            13,319,978
            
            $
            15,449,727





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*




F-6




**Glen
      Burnie Bancorp and Subsidiaries**





**Consolidated
      Statements of Cash Flows**


(Continued)


---




Years
                Ended December 31,
            
            **2007**
            
            2006
            
            2005**Supplementary
                Cash Flow Information:**Interest
                paid
            
            **$**
            **5,982,416**
            
            $
            5,771,234
            
            $
            4,104,328Income
                taxes paid
            
            
            **886,156**
            
            
            626,374
            
            
            741,717Total
                decrease in unrealized depreciation on available for sale securities
            
            
            **(190,732**
            **)**
            
            (140,725
            )
            
            (1,613,427
            )





*The
      Notes to Consolidated Financial Statements are an integral part of these
      consolidated financial statements.*




F-7
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1. Summary of Significant Accounting Policies**





The
      Bank
      of Glen Burnie (the “Bank”) provides financial services to individuals and
      corporate customers located in Anne Arundel County and surrounding areas of
      Central Maryland, and is subject to competition from other financial
      institutions. The Bank is also subject to the regulations of certain Federal
      and
      State of Maryland (the “State”) agencies and undergoes periodic examinations by
      those regulatory authorities. The accounting and financial reporting policies
      of
      the Bank conform, in all material respects, to accounting principles generally
      accepted in the United States and to general practices within the banking
      industry.





Significant
      accounting policies not disclosed elsewhere in the consolidated financial
      statements are as follows:





Principles
      of Consolidation:





The
      consolidated financial statements include the accounts of Glen Burnie Bancorp
      (“Bancorp” or the “Company”) and its subsidiaries, The Bank of Glen Burnie and
      GBB Properties, Inc., a company engaged in the acquisition and disposition
      of
      other real estate. Intercompany balances and transactions have been eliminated.
      The Parent Only financial statements (see Note 21) of the Company account for
      the subsidiaries using the equity method of accounting.





The
      Company determines whether it has a controlling financial interest in an entity
      by first evaluating whether the entity is a voting interest entity or a variable
      interest entity under accounting principles generally accepted in the United
      States. Voting interest entities are entities, in which the total equity
      investment at risk is sufficient to enable the entity to finance itself
      independently and provides the equity holders with the obligation to absorb
      losses, the right to receive residual returns and the right to make decisions
      about the entity’s activities. The Company consolidates voting interest entities
      in which it has all, or at least a majority of, the voting interest. As defined
      in applicable accounting standards, variable interest entities (VIE’s) are
      entities that lack one or more of the characteristics of a voting interest
      entity. A controlling financial interest in an entity is present when an
      enterprise has a variable interest, or a combination of variable interest,
      that
      will absorb a majority of the entity’s expected losses, receive a majority of
      the entity’s expected residual returns, or both. The enterprise with a
      controlling financial interest, known as the primary beneficiary, consolidates
      the VIE. The Company’s wholly owned subsidiary, Glen Burnie Statutory Trust I,
      is a VIE for which the Company is not the primary beneficiary. Accordingly,
      the
      accounts of this entity are not included in the Company’s consolidated financial
      statements.





Use
      of
      Estimates:





The
      preparation of the consolidated financial statements in conformity with
      accounting principles generally accepted within the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the dates of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting periods. Actual results could differ
      from those estimates.





Securities
      Held to Maturity:





Bonds,
      notes, and debentures for which the Bank has the positive intent and ability
      to
      hold to maturity are reported at cost, adjusted for premiums and discounts
      that
      are recognized in interest income using the effective interest rate method
      over
      the period to maturity. Securities transferred into held to maturity from the
      available for sale portfolio are recorded at fair value at time of transfer
      with
      unrealized gains or losses reflected in equity and amortized over the remaining
      life of the security.




F-8
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1. Summary of Significant Accounting Policies** (continued)





Securities
      Available for Sale:





Marketable
      debt securities not classified as held to maturity are classified as available
      for sale. Securities available for sale may be sold in response to changes
      in
      interest rates, loan demand, changes in prepayment risk, and other factors.
      Changes in unrealized appreciation (depreciation) on securities available for
      sale are reported in other comprehensive income, net of tax. Realized gains
      (losses) on securities available for sale are included in other income (expense)
      and, when applicable, are reported as a reclassification adjustment, net of
      tax,
      in other comprehensive income. The gains and losses on securities sold are
      determined by the specific identification method. Premiums and discounts are
      recognized in interest income using the effective interest rate method over
      the
      period to maturity. Additionally, declines in the fair value of individual
      investment securities below their cost that are other than temporary are
      reflected as realized losses in the consolidated statements of income.




Other
      Securities:





Federal
      Home Loan Bank (“FHLB”) and Maryland Financial Bank (“MFB”) stocks are equity
      interests that do not necessarily have readily determinable fair values for
      purposes of Statement of Financial Accounting Standards (“SFAS”) No 115, *Accounting
      for Certain Investments in Debt and Equity Securities* ,
      because
      their ownership is restricted and they lack a market. FHLB stock can be sold
      back only at its par value of $100 per share and only to the FHLB or another
      member institution.





Loans
      and
      Allowance for Credit Losses:





Loans
      are
      generally carried at the amount of unpaid principal, adjusted for deferred
      loan
      fees, which are amortized over the term of the loan using the effective interest
      rate method. Interest on loans is accrued based on the principal amounts
      outstanding. It is the Bank’s policy to discontinue the accrual of interest when
      a loan is specifically determined to be impaired or when principal or interest
      is delinquent for ninety days or more. When a loan is placed on nonaccrual
      status all interest previously accrued but not collected is reversed against
      current period interest income. Interest income generally is not recognized
      on
      specific impaired loans unless the likelihood of further loss is remote. Cash
      collections on such loans are applied as reductions of the loan principal
      balance and no interest income is recognized on those loans until the principal
      balance has been collected. Interest income on other nonaccrual loans is
      recognized only to the extent of interest payments received. The carrying value
      of impaired loans is based on the present value of the loan’s expected future
      cash flows or, alternatively, the observable market price of the loan or the
      fair value of the collateral.





The
      allowance for loan losses is maintained at a level believed adequate by
      management to absorb probable losses inherent in the loan portfolio and is
      based
      on the size and current risk characteristics of the loan portfolio, an
      assessment of individual problem loans and actual loss experience, current
      economic events in specific industries and geographical areas, including
      unemployment levels, and other pertinent factors, including regulatory guidance
      and general economic conditions. Determination of the allowance is inherently
      subjective as it requires significant estimates, including the amounts and
      timing of expected future cash flows on impaired loans, estimated losses on
      pools of homogeneous loans based on historical loss experience, and
      consideration of current economic trends, all of which may be susceptible to
      significant change. Loan losses are charged off against the allowance, while
      recoveries of amounts previously charged off are credited to the allowance.
      A
      provision for loan losses is charged to operations based on management’s
      periodic evaluation of the factors previously mentioned, as well as other
      pertinent factors. Evaluations are conducted at least quarterly and more often
      if deemed necessary.





The
      allowance for loan losses typically consists of an allocated component and
      an
      unallocated component. The components of the allowance for loan losses represent
      an estimation done pursuant to either SFAS No 5, Accounting for Contingencies,
      or SFAS No 114, Accounting by Creditors for Impairment of a Loan. The allocated
      component of the allowance for loan losses reflects expected losses resulting
      from analyses developed through specific credit allocations for individual
      loans
      and historical loss experience for each loan category. The specific credit
      allocations are based on regular analyses of all loans over a fixed-dollar
      amount where the internal credit rating is at or below a predetermined
      classification. The historical loan loss element is determined statistically
      using a loss migration analysis that examines loss experience and the related
      internal gradings of loans charged off. The loss migration analysis is performed
      quarterly and loss factors are updated regularly based on actual experience.
      The
      allocated component of the allowance for loan losses also includes consideration
      of concentrations and changes in portfolio mix and volume.




F-9
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1. Summary of Significant Accounting Policies** (continued)




Any
      unallocated portion of the allowance reflects management’s estimate of probable
      inherent but undetected losses within the portfolio due to uncertainties in
      economic conditions, delays in obtaining information, including unfavorable
      information about a borrower’s financial condition, the difficulty in
      identifying triggering events that correlate perfectly to subsequent loss rates,
      and risk factors that have not yet manifested themselves in loss allocation
      factors. In addition, the unallocated allowance includes a component that
      explicitly accounts for the inherent imprecision in loan loss migration models.
      The historical losses used in the migration analysis may not be representative
      of actual unrealized losses inherent in the portfolio. At December 31, 2007,
      there was no unallocated component of the allowance reflected in the allowance
      for credit losses.





Reserve
      for Unfunded Commitments:





The
      reserve for unfunded commitments is established through a provision for unfunded
      commitments charged to other expenses. The reserve is calculated by utilizing
      the same methodology and factors as the allowance for credit losses. The
      reserve, based on evaluations of the collectibiltiy of loans and prior loan
      loss
      experience, is an amount that management believes will be adequate to absorb
      possible losses on unfunded commitments (off-balance sheet financial
      instruments) that may become uncollectible in the future.





Other
      Real Estate Owned (“OREO”):





OREO
      comprises properties acquired in partial or total satisfaction of problem loans.
      The properties are recorded at the lower of cost or fair value (appraised value)
      at the date acquired. Losses arising at the time of acquisition of such
      properties are charged against the allowance for credit losses. Subsequent
      write-downs that may be required and expenses of operation are included in
      other
      income or expenses. Gains and losses realized from the sale of OREO are included
      in other income or expenses. No loans were converted to OREO in 2007, 2006,
      or
      2005. The Bank financed no sales of OREO for 2007, 2006, or 2005.





Bank
      Premises and Equipment:





Bank
      premises and equipment are stated at cost less accumulated depreciation. The
      provision for depreciation is computed using the straight-line method over
      the
      estimated useful lives of the assets. Leasehold improvements are depreciated
      over the lesser of the terms of the leases or their estimated useful lives.
      Expenditures for improvements that extend the life of an asset are capitalized
      and depreciated over the asset’s remaining useful life. Gains or losses realized
      on the disposition of premises and equipment are reflected in the consolidated
      statements of income. Expenditures for repairs and maintenance are charged
      to
      other expenses as incurred. Computer software is recorded at cost and amortized
      over three to five years.





Intangible
      Assets:





A
      core
      deposit intangible asset of **$544,652** ,
      relating to a branch acquisition, has been amortized on the straight-line method
      over 10 years. Accumulated amortization totaled **$544,652** at
      December 31, 2007, 2006,
      and
      2005. Amortization expense totaled**$0**,
      $0, and
      $40,850 for the years ended December 2007, 2006, and 2005,
      respectively.




F-10
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1. Summary of Significant Accounting Policies** (continued)




Long-Lived
      Assets:





The
      carrying value of long-lived assets and certain identifiable intangibles,
      including goodwill, is reviewed by the Bank for impairment whenever events
      or
      changes in circumstances indicate that the carrying amount of an asset may
      not
      be recoverable, as prescribed in SFAS No. 144, *Accounting
      for the Impairment or Disposal of Long-Lived Asset* .
      As of
      December 31, 2007, 2006, and 2005, certain loans existed which management
      considered impaired (See Note 4).





Income
      Taxes:





The
      provision for Federal and state income taxes is based upon the results of
      operations, adjusted for tax-exempt income. Deferred income taxes are provided
      by applying enacted statutory tax rates to temporary differences between
      financial and taxable bases.





Temporary
      differences which give rise to deferred tax benefits relate principally to
      deferred compensation and benefit plans, allowance for credit losses,
      alternative minimum tax credits, net unrealized depreciation on investment
      securities available for sale, and reserve for unfunded
      commitments.





Temporary
      differences which give rise to deferred tax liabilities relate principally
      to
      accumulated depreciation, and accumulated securities discount
      accretion.





Credit
      Risk:





The
      Bank
      has deposits in other financial institutions in excess of amounts insured by
      the
      Federal Deposit Insurance Corporation (“FDIC”). At December 31, 2007, the Bank
      had unsecured deposits and Federal funds sold with two separate financial
      institutions of approximately **$784,734** .





Cash
      and
      Cash Equivalents:





The
      Bank
      has included cash and due from banks, interest-bearing deposits in other
      financial institutions, and Federal funds sold as cash and cash equivalents
      for
      the purpose of reporting cash flows.





Accounting
      for Stock Options:





On
      January 1, 2006, the Company adopted SFAS No. 123R, *Share-Based
      Payments* ,
      for
      accounting and reporting for stock-based compensation plans. SFAS No. 123R
      defines a fair value at grant date based method of accounting for measuring
      compensation expense for stock-based plans to be recognized in the statement
      of
      income. For 2005, the Company applied Accounting Principles Board Opinion (APB)
      No. 25 and related Interpretations for accounting and reporting for these plans.
      If compensation cost for this period had been determined based on the fair
      value
      at the grant date for awards under this plan consistent with the methods
      outlined in SFAS No. 123R, there would be no change in reported net income
      for
      the year ending December 31, 2005 (See Note 17).





Earnings
      per share:





Basic
      earnings per common share are determined by dividing net income by the weighted
      average number of shares of common stock outstanding. Diluted earnings per
      share
      are calculated including the average dilutive common stock equivalents
      outstanding during the period. Dilutive common equivalent shares consist of
      stock options, calculated using the treasury stock method.





F-11
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      1. Summary of Significant Accounting Policies** (continued)





Financial
      Statement Presentation:





Certain
      amounts in the prior years’ financial statements have been reclassified to
      conform to the current year’s presentation.





**Note
      2. Restrictions on Cash and Due from Banks**





The
      Federal Reserve requires the Bank to maintain noninterest-bearing cash reserves
      against certain categories of average deposit liabilities. Such reserves
      averaged approximately **$5,368,000** , **** $5,530,000,
      and $5,976,000 during the years ended December 31, 2007, 2006, and 2005,
      respectively.





**Note
      3. Investment Securities**





Investment
      securities are summarized as follows:





**Gross**
            
            **Gross****Amortized**
            
            **Unrealized**
            
            **Unrealized**
            
            **Fair****December
                31, 2007**
            
            **Cost**
            
            **Gains**
            
            **Losses**
            
            **Value*********Available
                for sale:*****U.S.
                Government agencies**
            
            **$**
            **8,489,126**
            
            **$**
            **44,593**
            
            **$**
            **761,906**
            
            **$**
            **7,771,813****State
                and municipal**
            
            
            **31,627,159**
            
            
            **272,449**
            
            
            **164,764**
            
            
            **31,734,844****Corporate
                trust preferred**
            
            
            **2,167,271**
            
            
            **253,283**
            
            
            **-**
            
            
            **2,420,554****Mortgage-backed**
            
            
            **35,605,038**
            
            
            **110,145**
            
            
            **460,213**
            
            
            **35,254,970****$**
            **77,888,594**
            
            **$**
            **680,470**
            
            **$**
            **1,386,883**
            
            **$**
            **77,182,181*****Held
                to maturity:*****State
                and municipal**
            
            **$**
            **683,832**
            
            **$**
            **42,361**
            
            **$**
            **-**
            
            **$**
            **726,193****$**
            **683,832**
            
            **$**
            **42,361**
            
            **$**
            **-**
            
            **$**
            **726,193**




Gross
            
            GrossAmortized
            
            Unrealized
            
            Unrealized
            
            FairDecember
                31, 2006
            
            Cost
            
            Gains
            
            Losses
            
            Value*Available
                for sale:*U.S.
                Government agencies
            
            $
            11,484,102
            
            $
            6,250
            
            $
            299,634
            
            $
            11,190,718State
                and municipal
            
            
            36,127,782
            
            
            429,062
            
            
            179,207
            
            
            36,377,637Corporate
                trust preferred
            
            
            3,079,958
            
            
            372,316
            
            
            -
            
            
            3,452,274Mortgage-backed
            
            
            45,635,133
            
            
            39,152
            
            
            883,618
            
            
            44,790,667$
            96,326,975
            
            $
            846,780
            
            $
            1,362,459
            
            $
            95,811,296*Held
                to maturity:*State
                and municipal
            
            $
            683,363
            
            $
            46,597
            
            $
            -
            
            $
            729,960$
            683,363
            
            $
            46,597
            
            $
            -
            
            $
            729,960




F-12
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      3. Investment Securities** (continued)


Gross
              
              GrossAmortized
              
              Unrealized
              
              Unrealized
              
              FairDecember
                  31, 2005
              
              Cost
              
              Gains
              
              Losses
              
              Value*******Available
                  for sale:***U.S.
                  Government agencies
              
              $
              11,978,348
              
              $
              -
              
              $
              476,568
              
              $
              11,501,780State
                  and municipal
              
              
              29,593,236
              
              
              634,992
              
              
              228,381
              
              
              29,999,847Corporate
                  trust preferred
              
              
              4,976,388
              
              
              475,487
              
              
              -
              
              
              5,451,875Mortgage-backed
              
              
              39,955,704
              
              
              26,808
              
              
              807,290
              
              
              39,175,222$
              86,503,676
              
              $
              1,137,287
              
              $
              1,512,239
              
              $
              86,128,724***Held
                  to maturity:***State
                  and municipal
              
              $
              683,073
              
              $
              63,670
              
              $
              -
              
              $
              746,743Mortgage-backed
              
              
              468,090
              
              
              23,907
              
              
              -
              
              
              491,997$
              1,151,163
              
              $
              87,577
              
              $
              -
              
              $
              1,238,740





The
      gross
      unrealized losses and fair value, aggregated by investment category and length
      of time that individual securities have been in a continuous unrealized loss
      position, at December 31, 2007 are as follows:





Securities
      available for sale:





**Less than 12 months**
            
            **12 months or more**
            
            **Total****Fair**
            
            **Unrealized**
            
            **Fair**
            
            **Unrealized**
            
            **Fair**
            
            **Unrealized****Value**
            
            **Loss**
            
            **Value**
            
            **Loss**
            
            **Value**
            
            **Loss****Obligations
                of U.S.****Government
                agencies**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **1,738,094**
            
            **$**
            **761,907**
            
            **$**
            **1,738,094**
            
            **$**
            **761,907****State
                and Municipal**
            
            
            **7,999,068**
            
            
            **104,284**
            
            
            **4,812,950**
            
            
            **52,668**
            
            
            **12,812,018**
            
            
            **156,952****Mortgaged-backed**
            
            
            **3,383,137**
            
            
            **22,804**
            
            
            **26,661,570**
            
            
            **445,220**
            
            
            **30,044,707**
            
            
            **468,024****$**
            **11,382,205**
            
            **$**
            **127,088**
            
            **$**
            **33,212,614**
            
            **$**
            **1,259,795**
            
            **$**
            **44,594,819**
            
            **$**
            **1,386,883**





Declines
      in the fair value of held to maturity and available for sale securities below
      their cost that are deemed to be other than temporary are reflected in earnings
      as realized losses. In estimating other-than-temporary impairment losses,
      management considers, among other things, (i) the length of time and the extent
      to which the fair value has been less than cost, (ii) the financial condition
      and near-term prospects of the issuer, and (iii) the intent and ability of
      the
      Company to retain its investment in the issuer for a period of time sufficient
      to allow for any anticipated recovery in fair value.





Management
      has the ability and intent to hold the securities classified as held to maturity
      until they mature, at which time the Company will receive full value for the
      securities. Furthermore, as of December 31, 2007, management also had the
      ability and intent to hold the securities classified as available for sale
      for a
      period of time sufficient for a recovery of cost. On December 31, 2007, the
      Bank
      held 58 investment securities having continuous unrealized loss positions for
      more than 12 months. Management has determined that all unrealized losses are
      either due to increases in market interest rates over the yields available
      at
      the time the underlying securities were purchased, current call features that
      are nearing, and the effect the sub-prime market has had on all mortgaged-backed
      securities. The Bank has no mortgaged-backed securities collateralized by
      sub-prime mortgages. The fair value is expected to recover as the bonds approach
      their maturity date or repricing date or if market yields for such investments
      decline. Management does not believe any of the securities are impaired
      due to reasons of credit quality. Accordingly, as of December 31, 2007,
      management believes the impairments detailed in the table above are temporary
      and no impairment loss has been realized in the Company’s consolidated income
      statement.





F-13
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      3. Investment Securities** (continued)





Contractual
      maturities of investment securities at December 31, 2007, 2006, and 2005 are
      shown below. Actual maturities may differ from contractual maturities because
      debtors may have the right to call or prepay obligations with or without call
      or
      prepayment penalties. Mortgage-backed securities have no stated maturity and
      primarily reflect investments in various Pass-through and Participation
      Certificates issued by the Federal National Mortgage Association and the
      Government National Mortgage Association. Repayment of mortgage-backed
      securities is affected by the contractual repayment terms of the underlying
      mortgages collateralizing these obligations and the current level of interest
      rates.





***Available* *for* *Sale***
            
            ***Held* *to* *Maturity*****Amortized**
            
            **Fair**
            
            **Amortized**
            
            **Fair****December
                31, 2007**
            
            **Cost**
            
            **Value**
            
            **Cost**
            
            **Value****Due
                within one year**
            
            **$**
            **1,000,000**
            
            **$**
            **996,094**
            
            **$**
            **-**
            
            **$**
            **-****Due
                over one to five years**
            
            
            **9,638,992**
            
            
            **9,635,177**
            
            
            **-**
            
            
            **-****Due
                over five to ten years**
            
            
            **4,089,402**
            
            
            **4,068,131**
            
            
            **-**
            
            
            **-****Due
                over ten years**
            
            
            **27,555,162**
            
            
            **27,227,809**
            
            
            **683,832**
            
            
            **726,193****Mortgage-backed,
                due in monthly installments**
            
            
            **35,605,038**
            
            
            **35,254,970**
            
            
            **-**
            
            
            **-****$**
            **77,888,594**
            
            **$**
            **77,182,181**
            
            **$**
            **683,832**
            
            **$**
            **726,193**





*Available
                for Sale*
            
            *Held
                to Maturity*Amortized
            
            Fair
            
            Amortized
            
            FairDecember
                31, 2006
            
            Cost
            
            Value
            
            Cost
            
            ValueDue
                within one year
            
            $
            300,989
            
            $
            298,897
            
            $
            -
            
            $
            -Due
                over one to five years
            
            
            10,355,087
            
            
            10,221,909
            
            
            -
            
            
            -Due
                over five to ten years
            
            
            9,938,119
            
            
            9,826,970
            
            
            -
            
            
            -Due
                over ten years
            
            
            30,097,647
            
            
            30,672,853
            
            
            683,363
            
            
            729,960Mortgage-backed,
                due in monthly installments
            
            
            45,635,133
            
            
            44,790,667
            
            
            -
            
            
            -$
            96,326,975
            
            $
            95,811,296
            
            $
            683,363
            
            $
            729,960





*Available
                for Sale*
            
            *Held
                to Maturity*Amortized
            
            Fair
            
            Amortized
            
            FairDecember
                31, 2005
            
            Cost
            
            Value
            
            Cost
            
            ValueDue
                within one year
            
            $
            500,000
            
            $
            494,687
            
            $
            -
            
            $
            -Due
                over one to five years
            
            
            11,628,697
            
            
            11,489,621
            
            
            -
            
            
            -Due
                over five to ten years
            
            
            12,395,207
            
            
            12,265,866
            
            
            -
            
            
            -Due
                over ten years
            
            
            22,024,068
            
            
            22,703,328
            
            
            683,073
            
            
            746,743Mortgage-backed,
                due in monthly installments
            
            
            39,955,704
            
            
            39,175,222
            
            
            468,090
            
            
            491,997$
            86,503,676
            
            $
            86,128,724
            
            $
            1,151,163
            
            $
            1,238,740




F-14
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      3. Investment Securities** (continued)





Proceeds
      from sales of available for sale securities prior to maturity
      totaled **$17,889,342** , **** $22,431,078,
      and $16,951,413 for the years ended December 31, 2007, 2006, and 2005,
      respectively. The Bank realized gains of **$230,038** and
      losses of **$109,959** on
      those
      sales for 2007. The Bank realized gains of $225,438 and losses of $48,985 on
      those sales for 2006. The Bank realized gains of $198,360 and losses of $96,060
      on those sales for 2005. Realized gains and losses were calculated based on
      the
      amortized cost of the securities at the date of trade. Income tax expense
      relating to net gains on sales of investment securities totaled **$47,761** ,
      $68,146, and $39,509 for the years ended December 31, 2007, 2006, and 2005,
      respectively.


The
          Bank
          has no derivative financial instruments required to be disclosed under
          SFAS No.
          119, *Disclosure
          about Derivative Financial Instruments and Fair Value of Financial
          Instruments.*





**Note
      4. Loans**





Major
      categories of loans are as follows:


**2007**
              
              2006
              
              2005Mortgage:Residential
              
              **$**
              **76,780,857**
              
              $
              68,340,050
              
              $
              71,841,084Commercial
              
              
              **47,842,942**
              
              
              53,164,479
              
              
              37,666,243Construction
                  and land development
              
              
              **5,876,285**
              
              
              1,609,132
              
              
              1,402,203Demand
                  and time
              
              
              **5,184,349**
              
              
              5,077,680
              
              
              5,932,460Installment
              
              
              **66,490,020**
              
              
              67,726,942
              
              
              76,385,365**202,174,453**
              
              
              195,918,283
              
              
              193,227,355Unearned
                  income on loans
              
              
              **(816,830**
              **)**
              
              (742,585
              )
              
              (821,007
              )**201,357,623**
              
              
              195,175,698
              
              
              192,406,348Allowance
                  for credit losses
              
              
              **(1,604,491**
              **)**
              
              (1,839,094
              )
              
              (2,201,350
              )**$**
              **199,753,132**
              
              $
              193,336,604
              
              $
              190,204,998




The
      Bank
      has an automotive indirect lending program where vehicle collateralized loans
      made by dealers to consumers are acquired by the Bank. The Bank’s installment
      loan portfolio included approximately **$49,260,000** , **** $52,539,000,
      and $60,510,000 of such loans at December 31, 2007, 2006, and 2005,
      respectively.





The
      Bank
      makes loans to customers located primarily in Anne Arundel County and
      surrounding areas of Central Maryland. Although the loan portfolio is
      diversified, its performance will be influenced by the economy of the
      region.





Executive
      officers, directors, and their affiliated interests enter into loan transactions
      with the Bank in the ordinary course of business. These loans are made on the
      same terms, including interest rates and collateral, as those prevailing at
      the
      time for comparable loans with unrelated borrowers. They do not involve more
      than normal risk of collectibility or present other unfavorable terms. At
      December 31, 2007, 2006, and 2005, the amounts of such loans outstanding totaled **$4,009,224** ,
      $3,293,148, and $1,970,926, respectively. During 2007, loan additions and
      repayments totaled **$1,461,000** and **$744,924** ,
      respectively.





F-15
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      4. Loans** (continued)




The
      allowance for credit losses is as follows:





**2007**
            
            2006
            
            2005Balance,
                beginning of year
            
            **$**
            **1,839,094**
            
            $
            2,201,350
            
            $
            2,411,894Provision
                for credit losses
            
            
            **50,000**
            
            
            62,000
            
            
            (50,000
            )Recoveries
            
            
            **305,841**
            
            
            357,803
            
            
            461,033Loans
                charged off
            
            
            **(590,444**
            **)**
            
            (782,059
            )
            
            (621,577
            )Balance,
                end of year
            
            **$**
            **1,604,491**
            
            $
            1,839,094
            
            $
            2,201,350





Loans
        on
        which the accrual of interest has been discontinued totaled **$212,416** ,
        $57,429, and $185,430 at December 31, 2007, 2006, and 2005, respectively.
        Interest that would have been accrued under the terms of these loans totaled **$20,037** ,
        $10,658, and $15,552 for the years ended December 31, 2007, 2006, and 2005,
        respectively. Loans past due 90 days or more and still accruing interest
        totaled **$639,982** ,
        $1,751
        and $3,500 at December 31, 2007, 2006 and 2005, respectively.


**2007**
              
              2006
              
              2005Loans
                  classified as impaired
              
              **$**
              **212,416**
              
              $
              49,441
              
              $
              185,930Allowance
                  for credit losses on impaired loans
              
              
              **159,312**
              
              
              35,423
              
              
              93,054Average
                  balance of impaired loans
              
              
              **95,605**
              
              
              6,846
              
              
              104,906Following
                  is a summary of cash receipts on impaired loans and how they were
                  applied:Cash
                  receipts applied to reduce principal balance
              
              **$**
              **-**
              
              $
              9,723
              
              $
              14,054Cash
                  receipts recognized as interest income
              
              
              **-**
              
              
              -
              
              
              2,790Total
                  cash receipts
              
              **$**
              **-**
              
              $
              9,723
              
              $
              16,844




At
      December 31, 2007, the recorded investment in new troubled debt restructurings
      totaled $578,345. The allowance for credit losses relating to troubled debt
      restructurings totaled $0 at December 31, 2007. The average recorded investment
      in troubled debt restructurings totaled $611,379 for the year ended December
      31,
      2007. The Bank recognized $51,742 in interest income on troubled debt
      restructurings for cash payments received in 2007. All prior investments in
      troubled debt were performing under the terms of the modified
      agreement.





No
      troubled debt restructurings transpired in 2006. All prior investments in
      troubled debt were performing under the terms of the modified
      agreement.





No
      troubled debt restructurings transpired in 2005. The remaining prior investment
      in troubled debt was not performing under the terms of the modified agreement
      in
      the amount of $12,508 as of December 31, 2005.





The
      Bank
      has no commitments to loan additional funds to the borrowers of restructured,
      impaired, or non-accrual loans.




F-16
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      5. Premises and Equipment**


A
          summary
          of premises and equipment is as follows:
 Usefullives
              
              **2007**
              
              2006
              
              2005Land
              
              
              
              
              **$**
              **684,977**
              
              $
              684,977
              
              $
              684,977Buildings
              
              
              5-50 years
              
              
              **4,738,733**
              
              
              4,710,503
              
              
              4,672,579Equipment
                  and fixtures
              
              
              5-30 years
              
              
              **5,450,210**
              
              
              5,456,049
              
              
              5,426,032Construction
                  in progress
              
              
              
              
              
              **60,226**
              
              
              26,088
              
              
              122,652**10,934,146**
              
              
              10,877,617
              
              
              10,906,240Accumulated
                  depreciation
              
              
              
              
              
              **(7,846,238**
              **)**
              
              (7,471,603
              )
              
              (7,042,965
              )**$**
              **3,087,908**
              
              $
              3,406,014
              
              $
              3,863,275
 
 Construction
        in progress at December 31, 2007 relates primarily to a future branch
        site.
  Depreciation
        expense totaled **$412,198** ,
        $450,278, and $493,484 for the years ended December 31, 2007, 2006, and 2005,
        respectively. Amortization of software and intangible assets totaled **$109,797** , **** $97,954,
        and $138,642 for the years ended December 31, 2007, 2006, and 2005,
        respectively.





The
      Bank
      leases its South Crain Highway, Severna Park, and Linthicum branches. Minimum
      lease obligations under the South Crain Highway branch are $115,400 per year
      through September 2009, adjusted annually by the CPI. Minimum lease obligations
      under the Severna Park branch were $30,000 per year through September 2012.
      Minimum lease obligations under the Linthicum branch are $92,700 per year
      through December 2014, adjusted annually on a pre-determined basis, with one
      ten
      year extension option. The Bank is also required to pay all maintenance costs
      under all these leasing arrangements. Rent expense totaled **$252,087** ,
      $236,166, and $200,596 for the years ended December 31, 2007, 2006, and 2005,
      respectively.





**Note
      6. Short-term borrowings**


Short-term
        borrowings are as follows:
 
 **2007**
              
              2006
              
              2005****Notes
                  payable - U.S. Treasury
              
              **$**
              **502,529**
              
              $
              545,349
              
              $
              622,050





Notes
      payable to the U.S. Treasury represents Federal treasury tax and loan deposits
      accepted by the Bank from its customers to be remitted on demand to the Federal
      Reserve Bank. The Bank pays interest on these balances at a slight discount
      to
      the Federal funds rate. This arrangement is secured by investment securities
      with an amortized cost of approximately **$500,000** at
      December 31, 2007 and $1,000,000 at December 31, 2006 and 2005.




F-17
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**




**Note
      6. Short-term borrowings** (continued)





The
      Bank
      owned 13,819 shares of common stock of the FHLB at December 31, 2007. The Bank
      is required to maintain an investment of .2% of total assets, adjusted annually,
      plus 4.5% of total advances, adjusted for advances and repayments. The credit
      available under this facility is determined at 12% of the Bank’s total assets,
      or approximately $36,850,000 at December 31, 2007. Long-term advances totaled
      $17,000,000 under this credit arrangement at December 31, 2007 (see Note 7).
      This credit facility is secured by a floating lien on the Bank’s residential
      mortgage loan portfolio. Average short-term borrowings under this facility
      approximated **$1,616,000,** $1,047,000 **** and **** $1,482,000 **** for
      2007,
      2006, and 2005, respectively.





The
      Bank
      also has available $7,000,000 in a short-term credit facility, an unsecured
      line
      of credit, from another bank for short-term liquidity needs, if necessary.
      No
      outstanding borrowings existed under this credit arrangement at December 31,
      2007, 2006, and 2005.





**Note
      7. Long-term Borrowings**





Long-term
      borrowings are as follows:





**2007**
            
            2006
            
            2005Federal
                Home Loan Bank of Atlanta, convertible advance
            
            **$**
            **7,000,000**
            
            $
            7,000,000
            
            $
            7,000,000Federal
                Home Loan Bank of Atlanta, convertible advance
            
            
            **10,000,000**
            
            
            -
            
            
            -Mortgage
                payable-individual, interest at 7%, payments of $3,483, including
                principal and interest, due monthly through October 2010, secured
                by real
                estate
            
            
            **107,135**
            
            
            140,170
            
            
            170,977**$**
            **17,107,135**
            
            $
            7,140,170
            
            $
            7,170,977




The
      Federal Home Loan Bank of Atlanta $7,000,000 convertible advance matures in
      September 2010, with interest at 5.84%, payable quarterly. The Federal Home
      Loan
      Bank of Atlanta has the option of converting the rate to a three-month LIBOR;
      however, if converted, the borrowing can be repaid without penalty. The proceeds
      of the convertible advance were used to purchase higher yielding investment
      securities.





The
      Federal Home Loan Bank of Atlanta $10,000,000 convertible advance has a final
      maturity of November, 1, 2017, but is callable monthly. This advance has a
      3.28%
      interest rate, with interest payable monthly. The proceeds of the convertible
      advance were used to fund loans and purchase investment securities.





At
      December 31, 2007, the scheduled maturities of long-term borrowings are
      approximately as follows:


**2007**2008
              
              **$**
              **35,000**2009
              
              
              **38,000**2010
              
              
              **7,034,000**2013
                  and thereafter
              
              
              **10,000,000****$**
              **17,107,000**
  F-18
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      8. Junior Subordinated Debentures owed to Unconsolidated Subsidiary
      Trust**





The
      Bancorp sponsored a trust, Glen Burnie Statutory Trust I, of which 100% of
      the
      common equity is owned by the Company. The trust was formed for the purpose
      of
      issuing Company-obligated mandatorily redeemable capital securities (the capital
      securities) to third-party investors and investing the proceeds from the sale
      of
      such capital securities solely in junior subordinated debt securities of the
      Company (the debentures). The debentures held by the trust are the sole assets
      of that trust. Distributions on the capital securities issued by the trust
      are
      payable semi-annually at a 10.6% rate per annum equal to the interest rate
      being
      earned by the trust on the debentures held by that trust. The capital securities
      are subject to mandatory redemption, in whole or in part, upon repayment of
      the
      debentures. The Company has entered into agreements which, taken collectively,
      fully and unconditionally guarantee the capital securities subject to the terms
      of each of the guarantees. The debentures held by the trust carry non-call
      provisions over the first 10 year period, and a declining 10 year premium call
      thereafter. Both the capital securities of the statutory trust and the junior
      subordinated debentures are scheduled to mature on September 7, 2030, unless
      called by the Bancorp not earlier than September 7, 2010.





Despite
      the fact that Trust I is not included in the Company’s consolidated financial
      statements, the $5.0 million in trust preferred securities issued by the trust
      are included in the Tier 1 capital of the Bank for regulatory capital purposes
      as allowed by the Federal Reserve Board (the “Board”). In April 2005, the Board
      amended its risk-based capital standards for bank holding companies to allow
      the
      continued inclusion of outstanding and prospective issuances of trust preferred
      securities in the Tier 1 capital of bank holding companies, subject to stricter
      quantitative limits and qualitative standards. The Board also revised the
      quantitative limits applied to the aggregate amount of cumulative perpetual
      preferred stock, trust preferred securities, and minority interest in the equity
      accounts of most consolidated subsidiaries (collectively, restricted core
      capital elements) included in the Tier 1 capital of bank holding companies.
      The
      new quantitative limits become effective after a five-year transition period,
      ending March 31, 2009. In addition, the Board also revised the qualitative
      standards for capital instruments included in regulatory capital consistent
      with
      longstanding Board policies. The Board has adopted this final rule to address
      supervisory concerns, competitive equity considerations and changes in generally
      accepted accounting principles and to strengthen the definition of regulatory
      capital for bank holding companies. The Company does not expect that the
      quantitative limits will preclude it from including the $5.0 million in trust
      preferred securities in Tier 1 capital in the future.





**Note
      9. Deposits**




Major
      classifications of interest-bearing deposits are as follows:





**2007**
            
            2006
            
            2005NOW
                and SuperNOW
            
            **$**
            **23,154,540**
            
            $
            22,274,015
            
            $
            25,391,363Money
                Market
            
            
            **12,948,342**
            
            
            15,341,221
            
            
            16,746,954Savings
            
            
            **47,381,613**
            
            
            50,234,238
            
            
            55,220,132Certificates
                of Deposit, $100,000 or more
            
            
            **20,654,230**
            
            
            22,380,391
            
            
            16,758,682Other
                time deposits
            
            
            **80,017,668**
            
            
            89,874,294
            
            
            71,817,216**$**
            **184,156,393**
            
            $
            200,104,159
            
            $
            185,934,347




F-19
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**


**Note
        9. Deposits** (continued)
 
 Interest
        expense on deposits is as follows:
 
 **2007**
              
              2006
              
              2005NOW
                  and SuperNOW
              
              **$**
              **47,885**
              
              $
              52,047
              
              $
              39,315Money
                  Market
              
              
              **103,472**
              
              
              106,264
              
              
              105,166Savings
              
              
              **214,998**
              
              
              222,018
              
              
              241,845Certificates
                  of Deposit, $100,000 or more
              
              
              **915,889**
              
              
              859,707
              
              
              490,436Other
                  time deposits
              
              
              **3,542,181**
              
              
              3,540,835
              
              
              2,214,814**$**
              **4,824,425**
              
              $
              4,780,871
              
              $
              3,091,576
 
 At
        December 31, 2007, the scheduled maturities of time deposits are approximately
        as follows:
 
 **2007**2008
              
              **$**
              **63,669,000**2009
              
              
              **19,893,000**2010
              
              
              **8,030,000**2011
              
              
              **3,819,000**2012
              
              
              **3,043,000**2013
                  and thereafter
              
              
              **2,218,000****$**
              **100,672,000**
 
 Deposit
        balances of executive officers and directors and their affiliated interests
        totaled approximately **$2,213,000** , **** $2,308,000,
        and $1,967,000 at December 31, 2007, 2006, and 2005, respectively.
 
 The
        Bank
        had no brokered deposits at December 31, 2007, 2006, and 2005.
 
 **Note
        10. Income Taxes**
 
 The
        components of income tax expense for the years ended December 31, 2007, 2006,
        and 2005 are as follows:
  **2007**
              
              2006
              
              2005Current:Federal
              
              **$**
              **646,449**
              
              $
              493,052
              
              $
              635,576State
              
              
              **199,611**
              
              
              167,706
              
              
              66,430Total
                  current
              
              
              **846,060**
              
              
              660,758
              
              
              702,006Deferred
                  income taxes (benefits):Federal
              
              
              **(80,277**
              **)**
              
              25,655
              
              
              18,967State
              
              
              **(7,443**
              **)**
              
              702
              
              
              9,416Total
                  deferred
              
              
              **(87,720**
              **)**
              
              26,357
              
              
              28,383Income
                  tax expense
              
              **$**
              **758,340**
              
              $
              687,115
              
              $
              730,389
 
  F-20
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10. Income Taxes** (continued)
 
 A
        reconciliation of income tax expense computed at the statutory rate of 34%
        to
        the actual income tax expense for the years ended December 31, 2007, 2006,
        and
        2005 is as follows:
  **2007**
              
              2006
              
              2005Income
                  before income taxes
              
              **$**
              **3,540,481**
              
              $
              3,407,160
              
              $
              3,505,130Taxes
                  computed at Federal income tax rate
              
              **$**
              **1,203,764**
              
              $
              1,158,434
              
              $
              1,191,745Increase
                  (decrease) resulting from:Tax-exempt
                  income
              
              
              **(581,208**
              **)**
              
              (610,541
              )
              
              (556,922
              )State
                  income taxes, net of Federal income tax benefit
              
              
              **126,832**
              
              
              110,686
              
              
              43,844Other
              
              
              **8,952**
              
              
              28,536
              
              
              51,722Income
                  tax expense
              
              **$**
              **758,340**
              
              $
              687,115
              
              $
              730,389
  The
        components of the net deferred income tax benefits as of December 31, 2007,
        2006, and 2005 are as follows:
 
 **2007**
              
              2006
              
              2005Deferred
                  income tax benefits:Accrued
                  deferred compensation and benefit plan obligations
              
              **$**
              **-**
              
              $
              -
              
              $
              32,876Allowance
                  for credit losses
              
              
              **80,300**
              
              
              90,186
              
              
              127,467Alternative
                  minimum tax credits
              
              
              **94,642**
              
              
              37,678
              
              
              -Net
                  unrealized depreciation on investment securities available for
                  sale
              
              
              **272,816**
              
              
              199,155
              
              
              144,806Reserve
                  for unfunded commitments
              
              
              **78,890**
              
              
              77,240
              
              
              77,240Total
                  deferred income tax benefits
              
              
              **526,648**
              
              
              404,259
              
              
              382,389Deferred
                  income tax liabilities:Accumulated
                  depreciation
              
              
              **15,769**
              
              
              42,991
              
              
              109,270Accumulated
                  securities discount accretion
              
              
              **57,367**
              
              
              69,137
              
              
              8,980Total
                  deferred income tax liabilities
              
              
              **73,136**
              
              
              112,128
              
              
              118,250Net
                  deferred income tax benefits
              
              **$**
              **453,512**
              
              $
              292,131
              
              $
              264,139
 
 **Note
        11. Pension and Profit Sharing Plans**
 
 The
        Bank
        has a money purchase pension plan, which provides for annual employer
        contributions based on employee compensation, and covers substantially all
        employees. Annual contributions, included in employee benefit expense, totaled **$201,321** ,
        $200,005 and $180,514 for the years ended December 31, 2007, 2006 and 2005,
        respectively. The Bank is also making additional contributions under this
        plan
        for the benefit of certain employees, whose retirement funds were negatively
        affected by the termination of a prior defined benefit pension plan. These
        additional contributions, also included in employee benefit expense, totaled **$37,105** , **** $47,495,
        and **** $40,769 **** for
        the
        years ended December 31, 2007, 2006, and 2005, respectively.
 
 The
        Bank
        also has a defined contribution retirement plan qualifying under Section
        401(k)
        of the Internal Revenue Code that is funded through a profit sharing agreement
        and voluntary employee contributions.
  F-21
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        11. Pension and Profit Sharing Plans** (continued)
 
 The
        plan
        provides for discretionary employer matching contributions to be determined
        annually by the Board of Directors. The plan covers substantially all employees.
        The Bank’s contributions to the plan, included in employee benefit expense,
        totaled **$340,254** , **** $335,724,
        and $343,729 for the years ended December 31, 2007, 2006, and 2005,
        respectively.
  **Note
        12. Post-Retirement Health Care Benefits**
 
 The
        Bank
        has previously provided health care benefits to employees who retire at age
        65
        with five years of full time service immediately prior to retirement and
        two
        years of participation in the medical benefits plan. In 2001, the Bank amended
        the plan to include the current Board of Directors and their spouses and
        the
        spouses of current retirees. In the first quarter of 2002, the Bank again
        amended the plan so that all post-retirement healthcare benefits currently
        provided by the Bank to the above qualified participants terminated on December
        31, 2006. The plan was funded only to the extent of the Bank’s monthly payments
        of insurance premiums, which totaled $50,483 and $62,425 for the years ended
        December 31, 2006, and 2005, respectively.
 
 The
        following table sets forth the financial status of the plan at December 31,
        2006
        and 2005:
 
 2006
              
              2005Accumulated
                  post-retirement benefit obligation:Retirees
              
              $
              -
              
              $
              63,489Unrecognized
                  net gain (loss)
              
              
              -
              
              
              21,636Accrued
                  post-retirement benefit cost
              
              $
              -
              
              $
              85,125
 
 Net
        post-retirement benefit (income) expense for the years ended December 31,
        2007,
        2006, and 2005 includes the following:
 
 2006
              
              2005Interest
                  cost
              
              $
              3,081
              
              $
              7,685Amortization
                  of net (gain) loss
              
              
              (37,723
              )
              
              (9,814
              )Net
                  post-retirement benefit (income) expense
              
              $
              (34,642
              )
              $
              (2,129
              )
 
 Assumptions
        used in the accounting for net post-retirement benefit expense were as
        follows:
 
 2006
              
              2005Health
                  care cost trend rate
              
              
              5.0
              %
              
              5.0
              %Discount
                  rate
              
              
              6.5
              %
              
              6.5
              %
  F-22
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        12. Post-Retirement Health Care Benefits** (continued)
 
 If
        the
        assumed health cost trend rate were increased to 6% for 2006 and 2005, the
        total
        of the service and interest cost components of net periodic post-retirement
        health care income cost would increase (decrease) by $0 and ($35) to ($34,642)
        and ($2,094) as of for the years ended December 31, 2006 and 2005,
        respectively.
 
 **Note
        13. Other Benefit Plans**
  The
        Bank
        has life insurance contracts on several officers and is the sole owner and
        beneficiary of the policies. Cash value totaled **$7,161,403** ,
        $6,892,455, and $5,681,802 at December 31, 2007, 2006, and 2005, respectively.
        Income on their insurance investment totaled **$268,948** ,
        $210,653, and $198,121 for 2007, 2006, and 2005, respectively.
 
 The
        Bank
        has an unfunded grantor trust, as part of a change in control severance plan,
        covering substantially all employees (See Note 15). Participants in the plan
        are
        entitled to cash severance benefits upon termination of employment, for any
        reason other than just cause, should a “change in control” of the Company
        occur.
 
 **Note
        14. Other Operating Expenses**
  Other
        operating expenses include the following:
  **2007**
              
              2006
              
              2005Professional
                  services
              
              **$**
              **479,877**
              
              $
              434,465
              
              $
              465,905Stationery,
                  printing and supplies
              
              
              **225,709**
              
              
              209,385
              
              
              246,882Postage
                  and delivery
              
              
              **222,642**
              
              
              224,856
              
              
              233,403FDIC
                  assessment
              
              
              **31,605**
              
              
              33,847
              
              
              34,953Directors
                  fees and expenses
              
              
              **210,097**
              
              
              207,796
              
              
              192,227Marketing
              
              
              **236,917**
              
              
              232,258
              
              
              240,177Data
                  processing
              
              
              **109,797**
              
              
              104,976
              
              
              105,994Correspondent
                  bank services
              
              
              **95,407**
              
              
              89,924
              
              
              87,784Telephone
              
              
              **157,811**
              
              
              165,529
              
              
              151,440Liability
                  insurance
              
              
              **67,959**
              
              
              81,508
              
              
              96,832Provision
                  for unfunded commitments
              
              
              **-**
              
              
              -
              
              
              50,000Losses
                  and expenses on real estate owned (OREO)
              
              
              **2,905**
              
              
              922
              
              
              681Other
                  ATM expense
              
              
              **242,429**
              
              
              235,116
              
              
              228,710Other
              
              
              **293,770**
              
              
              343,296
              
              
              401,457**$**
              **2,376,925**
              
              $
              2,363,878
              
              $
              2,536,445
  F-23
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        15. Standstill Agreement**
 
 During
        1998, the Company was pursued by another competing financial institution
        (the
“Institution”) in a hostile take-over attempt. As part of a negotiation
        settlement, the Company and the Institution entered into a standstill agreement
        through November 2008.
 
 **Note
        16. Commitments and Contingencies**
 
 Financial
        instruments:
 
 The
        Bank
        is a party to financial instruments in the normal course of business to meet
        the
        financing needs of its customers. These financial instruments include
        commitments to extend credit and standby letters of credit, which involve,
        to
        varying degrees, elements of credit and interest rate risk in excess of the
        amounts recognized in the consolidated financial statements.
 
 Outstanding
        loan commitments, unused lines of credit and letters of credit are as
        follows:
 
 **2007**
              
              2006
              
              2005Loan
                  commitments:Construction
                  and land development
              
              **$**
              **-**
              
              $
              482,000
              
              $
              224,000Other
                  mortgage loans
              
              
              **685,000**
              
              
              528,000
              
              
              1,881,400**$**
              **685,000**
              
              $
              1,010,000
              
              $
              2,105,400Unused
                  lines of credit:Home-equity
                  lines
              
              **$**
              **7,507,778**
              
              $
              6,410,947
              
              $
              6,341,738Commercial
                  lines
              
              
              **18,335,771**
              
              
              10,805,449
              
              
              7,581,877Unsecured
                  consumer lines
              
              
              **815,960**
              
              
              809,802
              
              
              866,091**$**
              **26,659,509**
              
              $
              18,026,198
              
              $
              14,789,706Letters
                  of credit:
              
              **$**
              **197,000**
              
              $
              296,136
              
              $
              343,320
  Loan
        commitments and lines of credit are agreements to lend to customers as long
        as
        there is no violation of any conditions of the contracts. Loan commitments
        generally have interest rates fixed at current market amounts, fixed expiration
        dates, and may require payment of a fee. Lines of credit generally have variable
        interest rates. Many of the loan commitments and lines of credit are expected
        to
        expire without being drawn upon; accordingly, the total commitment amounts
        do
        not necessarily represent future cash requirements. The Bank evaluates each
        customer’s creditworthiness on a case-by-case basis. The amount of collateral or
        other security obtained, if deemed necessary by the Bank upon extension of
        credit, is based on management’s credit evaluation. Collateral held varies but
        may include deposits held in financial institutions, U.S. Treasury securities,
        other marketable securities, accounts receivable, inventory, property and
        equipment, personal residences, income-producing commercial properties, and
        land
        under development. Personal guarantees are also obtained to provide added
        security for certain commitments.
 
 Letters
        of credit are conditional commitments issued by the Bank to guarantee the
        performance of a customer to a third party. Those guarantees are primarily
        issued to guarantee the installation of real property improvements and similar
        transactions. The credit risk involved in issuing letters of credit is
        essentially the same as that involved in extending loan facilities to customers.
        The Bank holds collateral and obtains personal guarantees supporting those
        commitments for which collateral or other securities is deemed
        necessary.
  F-24
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        16. Commitments and Contingencies** (continued)
 
 The
        Bank’s exposure to credit loss in the event of nonperformance by the customer
        is
        the contractual amount of the commitment. Loan commitments, lines of credit,
        and
        letters of credit are made on the same terms, including collateral, as
        outstanding loans. As of December 31, 2007, the Bank has accrued **$200,000** as a
        reserve for losses on unfunded commitments related to these financial
        instruments with off balance sheet risk, which is included in other
        liabilities.
 
 **Note
        17. Stockholders’ Equity**
 
 Restrictions
        on dividends:
 
 Banking
        regulations limit the amount of dividends that may be paid without prior
        approval of the Bank’s regulatory agencies. Regulatory approval is required to
        pay dividends that exceed the Bank’s net profits for the current year plus its
        retained net profits for the preceding two years. Retained earnings from
        which
        dividends may not be paid without prior approval totaled approximately **$11,363,000** , **** $9,367,000,
        and $7,609,000 at December 31, 2007, 2006, and 2005, respectively, based
        on the
        earnings restrictions and minimum capital ratio requirements noted
        below.
 
 Employee
        stock purchase benefit plans:
 
 The
        Company has a stock-based compensation plan, which is described below. As
        determined under SFAS No. 123R utilizing the Black-Scholes option pricing
        model,
        management of the Company has not recorded any compensation expense for options
        issued during the years ended December 31, 2007 and 2006, as there would
        be no
        material impact in the reported net income. As determined under APB No. 25,
        net
        compensation cost of $7,191 has been recognized in the accompanying consolidated
        financial statements in 2005 (See Note 1).
  Employees
        who have completed one year of service are eligible to participate in the
        employee stock purchase plan. The number of shares of common stock granted
        under
        options will bear a uniform relationship to compensation. The plan allows
        employees to buy stock under options granted at 85% of the fair market value
        of
        the stock on the date of grant. Options are vested when granted and will
        expire
        no later than 27 months from the grant date or upon termination of employment.
        Activity under this plan is as follows:
  F-25
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        17. Stockholders’ Equity** (continued)
  GrantShares
              
              PriceOutstanding
                  December 31, 2004
              
              
              -Granted
                  on April 13, 2005, expiring December 2, 2005
              
              
              5,683
              
              $
              14.92Exercised
              
              
              (2,740
              )Expired
              
              
              (2,943
              )
              $
              14.92Outstanding
                  December 31, 2005
              
              
              -Granted
                  on June 8, 2006, expiring December 11, 2006
              
              
              4,755
              
              $
              14.15Exercised
              
              
              (2,395
              )Expired
              
              
              (2,360
              )
              $
              14.15Outstanding
                  December 31, 2006
              
              
              **-****Granted
                  on August 9, 2007, expiring December 10, 2007**
              
              
              **3,126**
              
              **$**
              **14.02****Exercised**
              
              
              **(1,041**
              **)****Expired**
              
              
              **(2,085**
              **)**
              **$**
              **14.02****Outstanding
                  December 31, 2007**
              
              
              **-**
  At
        December 31, 2007, shares of common stock reserved for issuance under the
        plan
        totaled **40,009** .
 
 The
        Board
        of Directors may suspend or discontinue the plan at its discretion.
 
 Dividend
        reinvestment and stock purchase plan:
 
 The
        Company’s dividend reinvestment and stock purchase plan allows all participating
        stockholders the opportunity to receive additional shares of common stock
        in
        lieu of cash dividends at 95% of the fair market value on the dividend payment
        date.
 
 During
        2007, 2006, and 2005, shares of common stock purchased under the
        plan **** totaled **12,791** ,
        15,113,
        and 12,708, respectively. At December 31, 2007, shares of common stock reserved
        for issuance under the plan totaled **138,195** .
 
 The
        Board
        of Directors may suspend or discontinue the plan at its discretion.
 
 Stockholder
        purchase plan:
 
 The
        Company’s stockholder purchase plan allows participating stockholders an option
        to purchase newly issued shares of common stock. The Board of Directors shall
        determine the number of shares that may be purchased pursuant to options.
        Options granted will expire no later than three months from the grant date.
        Each
        option will entitle the stockholder to purchase one share of common stock,
        and
        will be granted in proportion to stockholder share holdings. At the discretion
        of the Board of Directors, stockholders may be given the opportunity to purchase
        unsubscribed shares.
 
 There
        was
        no activity under this plan for the years ended December 31, 2007, 2006,
        and
        2005.
 
 At
        December 31, 2007, shares of common stock reserved for issuance under the
        plan
        totaled **261,599.**
  F-26
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        17. Stockholders’ Equity** (continued)
 
 The
        Board
        of Directors may suspend or discontinue the plan at its discretion.
 
 Under
        all
        three plans, options granted, exercised, and expired, shares issued and
        reserved, and grant prices have been restated for the effects of any stock
        dividends or stock splits.
  Regulatory
        capital requirements:
  The
        Company and Bank are subject to various regulatory capital requirements
        administered by Federal and State 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. The Company and Bank must
        meet specific capital guidelines that involve quantitative measures of their
        respective assets, liabilities, and certain off-balance sheet items as
        calculated under regulatory accounting principles. The Company’s and 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
        Company and Bank to maintain minimum amounts and ratios (as defined in the
        regulations) of total and Tier I capital to risk-weighted assets and of Tier
        I
        capital to average assets. Management believes, as of December 31, 2007,
        2006,
        and 2005, that both the Company and Bank meet all capital adequacy requirements
        to which they are subject.
 
 The
        Bank
        has been notified by its regulator that, as of its most recent regulatory
        examination, it is regarded as well capitalized under the regulatory framework
        for prompt corrective action. To be categorized as well capitalized the Bank
        must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage
        ratios. There have been no conditions or events since that notification that
        management believes have changed the Bank’s category.
 
 As
        discussed in Note 8, the capital securities held by the Glen Burnie Statutory
        Trust I qualifies as Tier I capital for the Company under Federal Reserve
        Board
        guidelines.
  F-27
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        17. Stockholders’ Equity** (continued)
 
 A
        comparison of capital as of December 31, 2007, 2006, and 2005 with minimum
        requirements is approximately as follows:
 ***To Be Well Capitalized******For Capital***
                  
                  ***Under Prompt Corrective******Actual***
                  
                  ***Adequacy Purposes***
                  
                  ***Action Provisions******Amount***
                  
                  ***Ratio***
                  
                  ***Amount***
                  
                  ***Ratio***
                  
                  ***Amount***
                  
                  ***Ratio*****As
                      of December 31, 2007****Total
                      Capital****(to
                      Risk Weighted Assets)****Company**
                  
                  **$**
                  **36,774,000**
                  
                  
                  **17.6**
                  **%**
                  **$**
                  **16,744,000**
                  
                  
                  **8.0**
                  **%**
                  
                  **N/A****Bank**
                  
                  
                  **36,592,000**
                  
                  
                  **17.5**
                  **%**
                  
                  **16,728,000**
                  
                  
                  **8.0**
                  **%**
                  **$**
                  **20,910,000**
                  
                  
                  **10.0**
                  **%****Tier
                      I Capital****(to
                      Risk Weighted Assets)****Company**
                  
                  
                  **35,170,000**
                  
                  
                  **16.8**
                  **%**
                  
                  **8,374,000**
                  
                  
                  **4.0**
                  **%**
                  
                  **N/A****Bank**
                  
                  
                  **34,788,000**
                  
                  
                  **16.6**
                  **%**
                  
                  **8,363,000**
                  
                  
                  **4.0**
                  **%**
                  
                  **12,544,000**
                  
                  
                  **6.0**
                  **%****Tier
                      I Capital****(to
                      Average Assets)****Company**
                  
                  
                  **35,170,000**
                  
                  
                  **11.3**
                  **%**
                  
                  **12,494,000**
                  
                  
                  **4.0**
                  **%**
                  
                  **N/A****Bank**
                  
                  
                  **34,788,000**
                  
                  
                  **11.3**
                  **%**
                  
                  **12,271,000**
                  
                  
                  **4.0**
                  **%**
                  
                  **15,339,000**
                  
                  
                  **5.0**
                  **%**As
                      of December 31, 2006Total
                      Capital(to
                      Risk Weighted Assets)Company
                  
                  $
                  35,357,000
                  
                  
                  17.1
                  %
                  $
                  16,570,000
                  
                  
                  8.0
                  %
                  
                  N/ABank
                  
                  
                  35,240,000
                  
                  
                  17.0
                  %
                  
                  16,564,000
                  
                  
                  8.0
                  %
                  $
                  20,705,000
                  
                  
                  10.0
                  %Tier
                      I Capital(to
                      Risk Weighted Assets)Company
                  
                  
                  33,518,000
                  
                  
                  16.2
                  %
                  
                  8,281,000
                  
                  
                  4.0
                  %
                  
                  N/ABank
                  
                  
                  33,201,000
                  
                  
                  16.0
                  %
                  
                  8,285,000
                  
                  
                  4.0
                  %
                  
                  12,427,000
                  
                  
                  6.0
                  %Tier
                      I Capital(to
                      Average Assets)Company
                  
                  
                  33,518,000
                  
                  
                  10.3
                  %
                  
                  13,017,000
                  
                  
                  4.0
                  %
                  
                  N/ABank
                  
                  
                  33,201,000
                  
                  
                  10.2
                  %
                  
                  13,046,000
                  
                  
                  4.0
                  %
                  
                  16,307,000
                  
                  
                  5.0
                  %
  F-28
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        17. Stockholders’ Equity** (continued)
 *To Be Well Capitalized**For Capital*
                
                *Under Prompt Corrective**Actual*
                
                *Adequacy Purposes*
                
                *Action Provisions**Amount*
                
                *Ratio*
                
                *Amount*
                
                *Ratio*
                
                *Amount*
                
                *Ratio*As
                    of December 31, 2005Total
                    Capital(to
                    Risk Weighted Assets)Company
                
                $
                34,257,000
                
                
                17.0
                %
                $
                16,121,000
                
                
                8.0
                %
                
                N/ABank
                
                
                33,868,000
                
                
                16.8
                %
                
                16,128,000
                
                
                8.0
                %
                $
                20,160,000
                
                
                10.0
                %Tier
                    I Capital(to
                    Risk Weighted Assets)Company
                
                
                31,856,000
                
                
                15.8
                %
                
                8,065,000
                
                
                4.0
                %
                
                N/ABank
                
                
                31,467,000
                
                
                15.6
                %
                
                8,068,000
                
                
                4.0
                %
                
                12,102,693
                
                
                6.0
                %Tier
                    I Capital(to
                    Average Assets)Company
                
                
                31,856,000
                
                
                10.2
                %
                
                12,493,000
                
                
                4.0
                %
                
                N/ABank
                
                
                31,467,000
                
                
                10.1
                %
                
                12,462,000
                
                
                4.0
                %
                
                15,578,000
                
                
                5.0
                %
 
 **Note
        18. Earnings Per Common Share**
 
 Earnings
        per common share are calculated as follows:
 
 **2007**
              
              2006
              
              2005Basic:Net
                  income
              
              **$**
              **2,782,141**
              
              $
              2,720,045
              
              $
              2,774,741Weighted
                  average common shares outstanding
              
              
              **2,489,237**
              
              
              2,472,803
              
              
              2,456,723Basic
                  net income per share
              
              **$**
              **1.12**
              
              $
              1.10
              
              $
              1.13
 
 Diluted
        earnings per share calculations were not required for 2007, 2006, and 2005
        as
        there were no options outstanding at December 31, 2007, 2006, and
        2005.
 
 In
        January 2008, the Company declared a six for five stock split effected in
        the
        form of a 20% stock dividend.
  F-29
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        19. Fair Values of Financial Instruments**
 
 In
        accordance with the disclosure requirements of SFAS No. 107, the estimated
        fair
        value and the related carrying values of the Company’s financial instruments are
        as follows:
  **2007**
              
              2006
              
              2005**Carrying**
              
              **Fair**
              
              Carrying
              
              Fair
              
              Carrying
              
              Fair**Amount**
              
              **Value**
              
              Amount
              
              Value
              
              Amount
              
              ValueFinancial
                  assets:Cash
                  and due from banks
              
              **$**
              **8,220,582**
              
              **$**
              **8,220,582**
              
              $
              9,005,691
              
              $
              9,005,691
              
              $
              9,405,148
              
              $
              9,405,148Interest-bearing
                  deposits in other financial institutions
              
              
              **5,847,562**
              
              
              **5,847,562**
              
              
              342,309
              
              
              342,309
              
              
              3,711,524
              
              
              3,711,524Federal
                  funds sold
              
              
              **726,916**
              
              
              **726,916**
              
              
              3,971,978
              
              
              3,971,978
              
              
              2,333,055
              
              
              2,333,055Investment
                  securities available for sale
              
              
              **77,182,181**
              
              
              **77,182,181**
              
              
              95,811,296
              
              
              95,811,296
              
              
              86,128,724
              
              
              86,128,724Investment
                  securities held to maturity
              
              
              **683,832**
              
              
              **726,193**
              
              
              683,363
              
              
              729,960
              
              
              1,151,163
              
              
              1,238,740Federal
                  Home Loan Bank Stock
              
              
              **1,381,900**
              
              
              **1,381,900**
              
              
              928,000
              
              
              928,000
              
              
              918,900
              
              
              918,900Maryland
                  Financial Bank Stock
              
              
              **100,000**
              
              
              **100,000**
              
              
              100,000
              
              
              100,000
              
              
              100,000
              
              
              100,000Common
                  stock-Statutory Trust I
              
              
              **155,000**
              
              
              **155,000**
              
              
              155,000
              
              
              155,000
              
              
              155,000
              
              
              155,000Ground
                  rents
              
              
              **202,900**
              
              
              **202,900**
              
              
              219,100
              
              
              219,100
              
              
              235,700
              
              
              235,700Loans,
                  less allowance for credit losses
              
              
              **199,753,132**
              
              
              **203,326,000**
              
              
              193,336,604
              
              
              192,492,000
              
              
              190,204,998
              
              
              190,206,000Accrued
                  interest receivable
              
              
              **1,508,640**
              
              
              **1,508,640**
              
              
              1,627,433
              
              
              1,627,433
              
              
              1,451,806
              
              
              1,451,806Financial
                  liabilities:Deposits
              
              
              **252,916,766**
              
              
              **251,088,000**
              
              
              274,833,457
              
              
              273,033,000
              
              
              265,248,268
              
              
              264,846,000Short-term
                  borrowings
              
              
              **502,529**
              
              
              **502,529**
              
              
              545,349
              
              
              545,349
              
              
              622,050
              
              
              622,050Long-term
                  borrowings
              
              
              **17,107,135**
              
              
              **16,982,135**
              
              
              7,140,170
              
              
              7,151,651
              
              
              7,170,977
              
              
              7,533,950Dividends
                  payable
              
              
              **385,010**
              
              
              **385,010**
              
              
              366,580
              
              
              366,580
              
              
              339,005
              
              
              339,005Accrued
                  interest payable
              
              
              **134,274**
              
              
              **134,274**
              
              
              145,642
              
              
              145,642
              
              
              83,111
              
              
              83,111Accrued
                  interest payable on junior subordinated debentures
              
              
              **171,518**
              
              
              **171,518**
              
              
              171,518
              
              
              171,518
              
              
              171,518
              
              
              171,518Junior
                  subordinated debentures owed to unconsolidated subsidiary
                  trust
              
              
              **5,155,000**
              
              
              **6,031,097**
              
              
              5,155,000
              
              
              5,155,000
              
              
              5,155,000
              
              
              5,155,000Unrecognized
                  financial instruments:Commitments
                  to extend credit
              
              
              **27,344,509**
              
              
              **27,344,509**
              
              
              19,036,198
              
              
              19,036,198
              
              
              16,895,106
              
              
              16,895,106Standby
                  letters of credit
              
              
              **197,000**
              
              
              **197,000**
              
              
              296,136
              
              
              296,136
              
              
              343,320
              
              
              343,320
 
 For
        purposes of the disclosures of estimated fair value, the following assumptions
        were used.
 
 Loans:
 
 The
        estimated fair value for loans is determined by discounting future cash flows
        using current rates at which similar loans would be made to borrowers with
        similar credit ratings and for the same remaining maturities.
 
 Investment
        securities:
 
 Estimated
        fair values are based on quoted market prices.
  F-30
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        19. Fair Values of Financial Instruments** (continued)
 
 Deposits:
 
 The
        estimated fair value of deposits with no stated maturity, such as
        noninterest-bearing demand   deposits, savings, NOW accounts and money
        market accounts, is equal to the amount payable on   demand at the
        reporting date (that is, their carrying amounts). The fair value of certificates
        of deposit is based on the rates currently offered for deposits of similar
        maturities. The fair value estimates do not include the benefit that results
        from the low-cost funding provided by the deposit liabilities compared to
        the
        cost of borrowing funds in the market.
  Other
        assets and liabilities:
 
 The
        estimated fair values for cash and due from banks, interest-bearing deposits
        in
        other financial institutions, Federal funds sold, accrued interest receivable
        and payable, and short-term borrowings are considered to approximate cost
        because of their short-term nature.
 
 Other
        assets and liabilities of the Bank that are not defined as financial instruments
        are not included in the above disclosures, such as property and equipment.
        In
        addition, non-financial instruments typically not recognized in the financial
        statements nevertheless may have value but are not included in the above
        disclosures. These include, among other items, the estimated earnings power
        of
        core deposit accounts, the trained work force, customer goodwill, and similar
        items.
 ****
 **Note
        20. Recently Issued Accounting Pronouncements**
 
 In
        December 2007, the FASB issued Statement No. 141 Revised 2007 (SFAS 141R), *Business
        Combinations.* SFAS
        141R’s objective is to improve the relevance, representational faithfulness, and
        comparability of the information that a reporting entity provides in its
        financial reports about a business combination and its effects. SFAS 141R
        applies prospectively to business combinations for which the acquisition
        date is
        on or after December 31, 2008. The Company does not expect the implementation
        of
        SFAS 141R to have a material impact on its consolidated financial
        statements.
 
 In
        February 2006, the FASB issued Statement No. 155 (SFAS 155), *Accounting
        for Certain Hybrid Financial Instruments - an amendment of FASB Statements
        No. 133 and 140* .
        SFAS
        No. 155 simplifies accounting for certain hybrid instruments currently
        governed by SFAS No. 133, *Accounting
        for Derivative Instruments and Hedging Activities* ,
        by
        allowing fair value remeasurement of hybrid instruments that contain an embedded
        derivative that otherwise would require bifurcation. SFAS No. 155 also
        eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, *Application
        of Statement 133 to Beneficial Interests in Securitized Financial
        Assets* ,
        which
        provides such beneficial interests are not subject to SFAS No. 133. SFAS
        No. 155 amends SFAS No. 140, *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities - a Replacement of FASB Statement No. 125* ,
        by
        eliminating the restriction on passive derivative instruments that a qualifying
        special-purpose entity may hold. On January 1, 2007, the Company adopted
        SFAS
        No. 155. The Company has determined that the adoption of this pronouncement
        did not have a significant impact on the financial statements.
 
 In
        March
        2006, the FASB issued Statement No. 156 (SFAS 156), *Accounting
        for Servicing of Financial Assets- an amendment of FASB Statement
        No. 140* .
        SFAS
        No. 156 requires an entity to recognize a servicing asset or servicing
        liability each time it undertakes an obligation to service a financial asset
        by
        entering into a servicing contract in specific situations. Additionally,
        the
        servicing asset or servicing liability shall be initially measured at fair
        value; however, an entity may elect the “amortization method” or “fair value
        method” for subsequent balance sheet reporting periods. On January 1, 2007, the
        Company adopted SFAS No. 156. The Company has determined that the adoption
        of this pronouncement did not have a significant impact on the financial
        statements.
  F-31
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        20. Recently Issued Accounting Pronouncements** (continued)
 
 In
        September 2006, the FASB issued Statement No. 157 (SFAS 157), *Fair
        Value Measurements* .
        SFAS
        157 defines fair value, establishes a framework for measuring fair value
        and
        expands disclosures about fair value measurements. SFAS 157 applies whenever
        other standards require (or permit) assets or liabilities to be measured
        at fair
        value but does not expand the use of fair value in any new circumstances.
        In
        this standard, the FASB clarifies the principle that fair value should be
        based
        on the assumptions market participants would use when pricing the asset or
        liability. In support of this principle, SFAS 157 establishes a fair value
        hierarchy that prioritizes the information used to develop those assumptions.
        The provisions of SFAS 157 are effective for financial statements issued
        for
        fiscal years beginning after November 15, 2007 and interim periods within
        those fiscal years. The provisions should be applied prospectively, except
        for
        certain specifically identified financial instruments. The Company is currently
        reviewing this pronouncement and the impact to the first quarter 2008
        financials.
 
 In
        February 2007, the FASB issued Statement No. 159 (SFAS 159), *The
        Fair Value Option for Financial Assets and Financial Liabilities-including
        an
        amendment of FASB Statement No. 115* which
        is
        effective as of the beginning of the first fiscal year that begins after
        November 15, 2007. Management will continue to evaluate the impact of adopting
        this Statement on the Company’s financial statements for future
        periods.
 
 In
        December 2007, the FASB issued SFAS 160, *Noncontrolling
        Interests in Consolidated Financial Statements.* SFAS
        160’s objective is to improve the relevance, comparability, and transparency
        of
        the financial information that a reporting entity provides in its consolidated
        financial statements by establishing accounting and reporting standards for
        the
        noncontrolling interest in a subsidiary and for the deconsolidation of a
        subsidiary. SFAS 160 shall be effective for fiscal years and interim periods
        within those fiscal years, beginning on or after December 15, 2008. The Company
        does not expect the implementation of SFAS 160 to have a material impact
        on its
        consolidated financial statements.
 
 In
        July 2006, the FASB issued Financial Accounting Standards Interpretation
        No. 48 (FIN 48), *Accounting
        for Uncertainty in Income Taxes* .
        FIN 48
        clarifies the accounting for uncertainty in income taxes recognized in an
        enterprise’s financial statements in accordance with FASB Statement
        No. 109, *Accounting
        for Income Taxes.* FIN
        48
        prescribes a recognition threshold and measurement attributable for the
        financial statement recognition and measurement of a tax position taken or
        expected to be taken in a tax return. FIN 48 also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosures and transitions. On January 1, 2007, the Company adopted
        FIN 48. The Company has determined that the adoption of this pronouncement
        did
        not have a significant impact on the financial statements.
 
 In
        September 2006, the FASB ratified the consensus reached by the Emerging
        Issues Task Force (“EITF”) on Issue No. 06-5, *Accounting
        for Purchases of Life Insurance — Determining the Amount That Could Be Realized
        in Accordance with FASB Technical Bulletin No. 85-4, Accounting for
        Purchases of Life Insurance* .
        FASB
        Technical Bulletin No. 85-4 requires that the amount that could be realized
        under the insurance contract as of the date of the statement of financial
        position should be reported as an asset. Since the issuance of FASB Technical
        Bulletin No. 85-4, questions arose regarding whether “the amount that could
        be realized” should consider 1) any additional amounts included in the
        contractual terms of the insurance policy other than the cash surrender value
        and 2) the contractual ability to surrender all of the individual-life policies
        (or certificates in a group policy) at the same time. EITF 06-5 determined
        that
“the amount that could be realized” should 1) consider any additional amounts
        included in the contractual terms of the policy and 2) assume the surrender
        of
        an individual-life by individual-life policy (or certificate by certificate
        in a
        group policy). Any amount that is ultimately realized by the policy holder
        upon
        the assumed surrender of the final policy (or final certificate in a group
        policy) shall be included in the “amount that could be realized.” An entity
        should apply the provisions of EITF 06-5 through either a change in accounting
        principle through a cumulative-effect adjustment to retained earnings as
        of the
        beginning of the year of adoption or a change in accounting principle through
        retrospective application to all prior periods. On January 1, 2007,
        the
        Company adopted EITF 06-5. The Company has determined that the adoption of
        this
        pronouncement did not have a significant impact on the financial
        statements.
  F-32
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        20. Recently Issued Accounting Pronouncements** (continued)
 
 In
        September 2006, the FASB ratified the consensus reached by the Emerging Issued
        Task Force (EITF) on Issue No. 06-04, *Accounting
        for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
        Split-Dollar Life Insurance Arrangements.* The
        scope of this Issue is limited to the recognition of a liability and related
        compensation costs for endorsement split-dollar life insurance arrangements
        that
        provide a benefit to an employee that extends to postretirement periods.
        Therefore, this Issue would not apply to a split-dollar life insurance
        arrangement that provides a specified benefit to an employee that is limited
        to
        the employee's active service period with an employer.
 
 The
        consensus in this Issue is effective for fiscal years beginning after December
        15, 2007, with earlier application permitted. Entities should recognize the
        effects of applying the consensus in this Issue through either (a) a change
        in
        accounting principle through a cumulative-effect adjustment to retained earnings
        or to other components of equity or net assets in the statement of financial
        position as of the beginning of the year of adoption or (b) a change in
        accounting principle through retrospective application to all prior
        periods. The
        effects of this Issue have been analyzed by the Company and disclosed in
        Note
        23. The Company will apply option (a) as a cumulative-effect adjustment to
        retained earnings effective January 1, 2008.
  F-33
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        21. Parent Company Financial Information**
 
 The
          Balance Sheets, Statements of Income, and Statements of Cash Flows for
          Glen
          Burnie Bancorp (Parent Only) are presented below:
   Balance
                    SheetsDecember
                    31,
                
                **2007**
                
                2006
                
                2005**Assets**Cash
                
                **$**
                **532,222**
                
                $
                441,919
                
                $
                483,459Investment
                    in The Bank of Glen Burnie
                
                
                **34,354,422**
                
                
                32,884,293
                
                
                31,237,838Investment
                    in GBB Properties, Inc.
                
                
                **263,787**
                
                
                265,579
                
                
                266,561Investment
                    in the Glen Burnie Statutory Trust I
                
                
                **155,000**
                
                
                155,000
                
                
                155,000Due
                    from subsidiaries
                
                
                **22,709**
                
                
                26,820
                
                
                22,888Other
                    assets
                
                
                **119,542**
                
                
                120,000
                
                
                127,250**Total
                    assets**
                
                **$**
                **35,447,682**
                
                $
                33,893,611
                
                $
                32,292,996**Liabilities
                    and Stockholders’ Equity**Dividends
                    payable
                
                **$**
                **385,010**
                
                $
                366,580
                
                $
                339,005Accrued
                    interest payable on borrowed funds
                
                
                **171,518**
                
                
                171,518
                
                
                171,518Other
                    liabilities
                
                
                **-**
                
                
                -
                
                
                2,032Borrowed
                    funds from subsidiary
                
                
                **5,155,000**
                
                
                5,155,000
                
                
                5,155,000**Total
                    liabilities**
                
                
                **5,711,528**
                
                
                5,693,098
                
                
                5,667,555Stockholders’
                    equity:Common
                    stock
                
                
                **2,498,465**
                
                
                2,484,633
                
                
                2,056,024Surplus
                
                
                **11,921,129**
                
                
                11,719,907
                
                
                11,458,465Retained
                    earnings
                
                
                **15,750,156**
                
                
                14,312,496
                
                
                13,341,097Accumulated
                    other comprehensive loss, net of benefits
                
                
                **(433,596**
                **)**
                
                (316,523
                )
                
                (230,145
                )**Total
                    stockholders’ equity**
                
                
                **29,736,154**
                
                
                28,200,513
                
                
                26,625,441**Total
                    liabilities and stockholders’ equity**
                
                **$**
                **35,447,682**
                
                $
                33,893,611
                
                $
                32,292,996
  The
        borrowed funds from subsidiary balance represents the junior subordinated
        debt
        securities payable to the wholly-owned subsidiary trust that was deconsolidated
        as a result of applying the provisions of FIN 46. The Company continues to
        guarantee the capital securities issued by the trust, which totaled **$5,000,000** at
        December 31, 2007. (See Note 8).
  F-34
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        21. Parent Company Financial Information** (continued)


Statements
                  of IncomeYears
                  Ended December 31,
              
              **2007**
              
              2006
              
              2005Dividends
                  and distributions from subsidiaries
              
              **$**
              **1,565,000**
              
              $
              1,350,000
              
              $
              1,245,000Other
                  income
              
              
              **16,430**
              
              
              16,430
              
              
              16,430Interest
                  expense on junior subordinated debentures
              
              
              **(546,430**
              **)**
              
              (546,430
              )
              
              (546,430
              )Other
                  expenses
              
              
              **(62,271**
              **)**
              
              (59,453
              )
              
              (50,397
              )Income
                  before income tax benefit and equity in undistributed net income
                  of
                  subsidiaries
              
              
              **972,729**
              
              
              760,547
              
              
              664,603Income
                  tax benefit
              
              
              **224,002**
              
              
              227,647
              
              
              224,149Change
                  in undistributed net income of subsidiaries
              
              
              **1,585,410**
              
              
              1,731,851
              
              
              1,885,989**Net
                  income**
              
              **$**
              **2,782,141**
              
              $
              2,720,045
              
              $
              2,774,741
 
 Statements
                  of Cash FlowsYears
                  Ended December 31,
              
              **2007**
              
              2006
              
              2005**Cash
                  flows from operating activities:**Net
                  income
              
              **$**
              **2,782,141**
              
              $
              2,720,045
              
              $
              2,774,741Adjustments
                  to reconcile net income to net cash provided by operating
                  activities:Decrease
                  in other assets
              
              
              **458**
              
              
              7,250
              
              
              5,000Decrease
                  (increase) in due from subsidiaries
              
              
              **4,111**
              
              
              (3,932
              )
              
              (2,123
              )Decrease
                  in other liabilities
              
              
              **-**
              
              
              (2,032
              )
              
              (2,345
              )Change
                  in undistributed net income of subsidiaries
              
              
              **(1,585,410**
              **)**
              
              (1,731,851
              )
              
              (1,885,989
              )Net
                  cash provided by operating activities
              
              
              **1,201,300**
              
              
              989,480
              
              
              889,284**Cash
                  flows from financing activities:**Proceeds
                  from dividend reinvestment plan
              
              
              **200,459**
              
              
              245,059
              
              
              256,115Proceeds
                  from issuance of common stock
              
              
              **14,595**
              
              
              33,891
              
              
              40,867Dividends
                  paid
              
              
              **(1,326,051**
              **)**
              
              (1,309,970
              )
              
              (1,156,492
              )Net
                  cash used in financing activities
              
              
              **(1,110,997**
              **)**
              
              (1,031,020
              )
              
              (859,510
              )**Increase
                  (decrease) in cash**
              
              
              **90,303**
              
              
              (41,540
              )
              
              29,774**Cash,
                  beginning of year**
              
              
              **441,919**
              
              
              483,459
              
              
              453,685**Cash,
                  end of year**
              
              **$**
              **532,222**
              
              $
              441,919
              
              $
              483,459


F-35
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        22. Quarterly Results of Operations (Unaudited)**
 
 The
        following is a summary of consolidated unaudited quarterly results of
        operations:
 
 **2007****(Dollars in thousands,**
              
              **Three months ended,****except per share amounts)**
              
              **December 31**
              
              **September 30**
              
              **June 30**
              
              **March 31****Interest
                  income**
              
              **$**
              **4,487**
              
              **$**
              **4,476**
              
              **$**
              **4,465**
              
              **$**
              **4,409****Interest
                  expense**
              
              
              **1,506**
              
              
              **1,441**
              
              
              **1,507**
              
              
              **1,517****Net
                  interest income**
              
              
              **2,981**
              
              
              **3,035**
              
              
              **2,958**
              
              
              **2,892****Provision
                  for credit losses**
              
              
              **-**
              
              
              **-**
              
              
              **20**
              
              
              **30****Net
                  securities gains**
              
              
              **-**
              
              
              **115**
              
              
              **4**
              
              
              **1****Income
                  before income taxes**
              
              
              **903**
              
              
              **1,049**
              
              
              **873**
              
              
              **715****Net
                  income**
              
              
              **700**
              
              
              **785**
              
              
              **691**
              
              
              **606****Net
                  income per share (basic and diluted)**
              
              **$**
              **0.28**
              
              **$**
              **0.32**
              
              **$**
              **0.28**
              
              **$**
              **0.24**
 
 2006(Dollars in thousands,
              
              Three months ended,except per share amounts)
              
              December 31
              
              September 30
              
              June 30
              
              March 31Interest
                  income
              
              $
              4,542
              
              $
              4,492
              
              $
              4,447
              
              $
              4,174Interest
                  expense
              
              
              1,609
              
              
              1,538
              
              
              1,480
              
              
              1,206Net
                  interest income
              
              
              2,933
              
              
              2,954
              
              
              2,967
              
              
              2,968Provision
                  for credit losses
              
              
              62
              
              
              -
              
              
              -
              
              
              -Net
                  securities gains
              
              
              106
              
              
              70
              
              
              -
              
              
              -Income
                  before income taxes
              
              
              903
              
              
              912
              
              
              844
              
              
              748Net
                  income
              
              
              609
              
              
              772
              
              
              713
              
              
              626Net
                  income per share (basic and diluted)
              
              $
              0.25
              
              $
              0.31
              
              $
              0.29
              
              $
              0.25
 
 2005(Dollars in thousands,
              
              Three months ended,except per share amounts)
              
              December 31
              
              September 30
              
              June 30
              
              March 31Interest
                  income
              
              $
              4,127
              
              $
              4,094
              
              $
              3,957
              
              $
              3,920Interest
                  expense
              
              
              1,133
              
              
              1,080
              
              
              989
              
              
              930Net
                  interest income
              
              
              2,994
              
              
              3,014
              
              
              2,968
              
              
              2,990Provision
                  for credit losses
              
              
              -
              
              
              (50
              )
              
              -
              
              
              -Net
                  securities gains
              
              
              28
              
              
              26
              
              
              45
              
              
              3Income
                  before income taxes
              
              
              909
              
              
              935
              
              
              819
              
              
              842Net
                  income
              
              
              671
              
              
              742
              
              
              674
              
              
              688Net
                  income per share (basic and diluted)
              
              $
              0.28
              
              $
              0.30
              
              $
              0.27
              
              $
              0.28
  F-36
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        23. Subsequent Events**
 
 BOLI
        Accrual
 
 The
        Bank
        owns life insurance policies on certain executive level employees of the
        Bank
        and has entered into “split dollar” death benefit agreements with those
        employees, which will remain in effect after the employees reach retirement,
        and
        which provide for death benefits paid to designated beneficiaries. These
        arrangements constitute post retirement benefits under Emerging Issue Task
        Force
        Issue No. 06-4, entitled “Accounting for Deferred Compensation and
        Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
        Agreements”, which must be adopted for 2008.
 
 This
        pronouncement requires the recording of expense and liability for these post
        retirement benefits prior to retirement, based on the present value of the
        future benefits, calculated on life expectancies, post retirement term insurance
        costs, and related amounts of death benefits being provided. Ultimately,
        at the
        time of death, the Bank will record income equal to cumulative accrued expense
        related to an employee.
 
 Accordingly,
        the Bank will be adopting this pronouncement as of January 1, 2008, and,
        in
        accordance with its provisions, will record a cumulative accrued expense
        of
        approximately $180,000, with a corresponding reduction in stockholder’s
        equity.
 
 Stock
        Repurchase Plan
 
 In
        February 2008, the Bank approved a common stock repurchased plan to repurchase
        up to $1,000,000 of common stock at a price not to exceed $12.50 per
        share.




F-37