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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File No.: 0-22961





Annapolis Bancorp, Inc.

(Exact name of registrant
as specified in its charter)







|                                                               |  |                           
|-------------------------------------------------------------- |  | --------------------------
|Maryland                                                       |  | 52-1595772                
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer I.D. No.)



|                                                   |  |           
|-------------------------------------------------- |  | ----------
|1000 Bestgate Road, Suite 400, Annapolis, Maryland |  | 21401     
|(Address of principal executive offices)           |  | (Zip Code)

Registrants Telephone Number, including area code:

(410) 224-4455





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

None

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



|                             |  |                               
|---------------------------- |  | ------------------------------
|Common Stock $0.01 par value |  | NASDAQ Capital Market         
|(Title of class)             |  | (Exchange on which registered)





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



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for a shorter period that the registrant was required to submit and post such
files).    Yes:   ̈    No:   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | 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:   ̈    No  x

The
aggregate market value of the outstanding Common Stock held by nonaffiliates was $6,706,320 as of June 30, 2009 based on a sales price of $3.80 per share of Common Stock.

The number of shares outstanding of the registrants Common Stock was 3,908,662 as of March 1, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE ANNUAL REPORT TO STOCKHOLDERS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II OF THIS FORM 10-K.

PORTIONS OF THE PROXY
STATEMENT FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2010, ARE INCORPORATED BY REFERENCE INTO PART III OF THIS FORM 10-K.









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INDEX



|         |  |             |  |                                                                                                 |  |      
|-------- |  | ----------- |  | ----------------------------------------------------------------------------------------------- |  | -----
|         |  |             |  | PAGE                                                                                           
|PART I   |  |             |  |                                                                                                
|         |  |             | 
|         |  | Item 1.     |  | Description of Business                                                                         |  | 3-8  
|         |  | Item 1A.    |  | Risk Factors                                                                                    |  | 8    
|         |  | Item 1B.    |  | Unresolved Staff Comments                                                                       |  | 8    
|         |  | Item 2.     |  | Properties                                                                                      |  | 8-9  
|         |  | Item 3.     |  | Legal Proceedings                                                                               |  | 9    
|         |  | Item 4.     |  | Reserved                                                                                        |  | 9    
|         |  |            
|PART II  |  |             |  |                                                                                                
|         |  |             | 
|         |  | Item 5.     |  | Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 9-10 
|         |  | Item 6.     |  | Selected Financial Data                                                                         |  | 10   
|         |  | Item 7.     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 11-25
|         |  | Item 7A.    |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 26   
|         |  | Item 8.     |  | Financial Statements and Supplementary Data                                                     |  | 26-51
|         |  | Item 9.     |  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure            |  | 51   
|         |  | Item 9A(T). |  | Controls and Procedures                                                                         |  | 51   
|         |  | Item 9B.    |  | Other Information                                                                               |  | 51   
|         |  |            
|PART III |  |             |  |                                                                                                
|         |  |             | 
|         |  | Item 10.    |  | Directors, Executive Officers and Corporate Governance                                          |  | 51   
|         |  | Item 11.    |  | Executive Compensation                                                                          |  | 52   
|         |  | Item 12.    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  |  | 52   
|         |  | Item 13.    |  | Certain Relationships and Related Transactions and Director Independence                        |  | 52   
|         |  | Item 14.    |  | Principal Accountant Fees and Services                                                          |  | 53   
|         |  |            
|PART IV  |  |             |  |                                                                                                
|         |  |             | 
|         |  | Item 15.    |  | Exhibits, Financial Statement Schedules                                                         |  | 54   



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PART I



|ITEM 1. | BUSINESS
|------- | --------

Annapolis Bancorp, Inc. (the
Company), formerly Annapolis National Bancorp, Inc. and Maryland Publick Banks, Inc., is a bank holding company, incorporated under the laws of Maryland in May 1988 for the purpose of acquiring and holding all of the outstanding stock of
BankAnnapolis (the Bank). In November 1998 the Company went public and joined the NASDAQ Stock Market using the ticker symbol ANNB. Effective June 1, 2001 the Company changed its name to Annapolis Bancorp, Inc.

The Company and later the Bank were formed by a group of businessmen who at the time the Company was organized were dissatisfied with the banking
opportunities available in the Annapolis area. The Bank grew from a real desire to serve people and business in the Annapolis region. Throughout the Companys history the Board of Directors has attempted to and succeeded in hiring talented and
competent community bankers to lead the Company and Bank as its Senior Management Team.

BankAnnapolis

The Bank is a federally insured community-oriented bank and one of two independent commercial banks headquartered in Annapolis, Maryland. Effective
November 1, 2000 the Bank changed its charter from a national charter to a state charter and joined the State of Maryland and the Federal Reserve banking systems. Also effective November 1, 2000 the Bank changed its name from Annapolis
National Bank to BankAnnapolis. The Company (as a bank holding company) and the Bank are subject to governmental supervision, regulation, and control.

The Bank currently operates as a full service commercial bank from its headquarters in Annapolis, its six other branches located in Anne Arundel County, Maryland and one branch located on Kent Island in Queen Annes County, Maryland.
The Banks newest branch Annapolis Towne Centre opened on December 16, 2008. The Bank has built its reputation on exemplary customer service and outreach to the communities surrounding each of the Banks locations. The Bank is
committed to offering products and services that focus on relationship banking and provide an alternative to the large multi-regional financial institutions that are so pervasive in the markets the Bank serves. The Bank has selected its newest
location based on demographics and business development opportunities.

The Bank also created a Private Business Banking Division to provide
local businesses with an unprecedented level of service and attention, as well as easy access to an exclusive set of financial products and services and the professional guidance and support to take advantage of them. The Bank also recently expanded
its mortgage operations to assist current and prospective homeowners in obtaining appropriate financing for their individual needs and repayment capabilities.

The Bank competes with numerous other financial intermediaries, commercial banks, savings and loan associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage
firms, insurance companies, money market mutual funds and other financial institutions operating in Anne Arundel County and elsewhere. The Bank continually evaluates new products, and implements such new products as deemed appropriate by management.

The Bank conducts a general commercial and retail banking business in its market area, emphasizing the banking needs of small businesses,
professional concerns and individuals. The Bank attracts most of its customer deposits from Anne Arundel County, Maryland, and to a lesser extent, Queen Annes County, Maryland. The Banks lending operations are centered in Anne Arundel
County, but extend throughout Central Maryland.

The Banks principal business consists of originating loans and attracting deposits. The
Bank originates commercial loans, commercial real estate loans, construction loans, one- to four-family real estate loans, home equity loans and consumer loans. The Bank also invests in U.S. Treasury and U.S. Government agency securities and other
securities including mortgage backed securities issued or guaranteed by the federal government.

Bank Services

The Banks Anne Arundel County service area is a highly concentrated, highly branched banking market. Competition in Anne Arundel County for loans to
small businesses and professionals, the Banks target market, is intense and pricing, service and access to decision-makers are important. Deposit competition among institutions in Anne Arundel County also is strong.

The Bank is a full service commercial bank and offers a variety of products and services to both commercial and retail customers. Commercial services
offered by the Bank include a variety of lending products including commercial real estate and commercial business loans, cash management services and letters of credit. Commercial business loans are typically made on a secured basis to
corporations, partnerships and individual businesses. On the deposit side commercial customers are offered cash management services including account analysis, remote deposit capture, merchant services and a wide array of deposit products. To a
lesser extent, the Bank offers consumer loans to its retail customers, including mortgages, home equity loans and lines of credit and new



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and used car and boat loans. The Banks retail banking services also include a variety of deposit products including transaction accounts, a high yielding savings account, money market
accounts, certificates of deposit and individual retirement accounts. The Bank also participates in the Certificate of Deposit Account Registry Service® known as CDARS® that allows
the Bank to offer FDIC insured deposits of $50 million or more to its customers.

Lending Activities

The Banks primary business is to make loans. Outstanding loan balances account for 63.5% of total assets at December 31, 2009. The Bank offers a
wide selection of consumer loans to individuals primarily through its branch network. The Bank does a majority of its consumer lending on a secured basis with the highest percentage of loans secured by first and second liens on one- to four-family
owner occupied residences. The Bank will originate and maintain servicing rights on some loans and sell others into the secondary market. In addition to consumer mortgage loans the Bank offers a variety of home equity products including fixed rate
amortizing term loans and revolving lines of credit. The Bank generally requires that the loan to value for such loans be below 80%. The Bank also offers new and used auto loans.

The Bank provides numerous commercial lending products and services to businesses operating in the Banks primary market area. These loans consist of lines of credit, which may require an annual
repayment, adjustable-rate loans with terms of five to seven years, and fixed-rate loans with terms of up to five years. Such loans are generally secured by receivables, inventories, equipment and other assets of the business. The Bank generally
requires personal guarantees on its commercial loans. The Bank also offers unsecured commercial loans to businesses on a selective basis. These types of loans are made to existing customers and are of a short duration, generally one year or less.
The Bank also originates commercial loans which are guaranteed by the Small Business Administration. The Bank has been a participant in a variety of SBA loan programs. Refer to pages 18 to 21 for a more detailed discussion on the Banks lending
activities.

Investment Activities

The Banks second largest asset is its investment portfolio, accounting for 27.3% of total assets at December 31, 2009. The investment portfolio generally consists of U.S. Government and Agency
notes, and Government guaranteed and private label mortgage backed securities. Management invests excess liquidity following specific policies and procedures that limit the Banks exposure to any one type of investment. The Banks policy
generally requires that each new investment be rated A or better. All investments are made with the intent to preserve and protect the capital of the Bank.

Investment targets such as total investment securities, the mix of investment products and the average life of the investment are derived from the Banks strategic plan and expected liquidity
requirements. Strategies to achieve these targets are the responsibility of the Banks Asset and Liability Committee. For a further discussion on the Banks investment activities refer to page 18.

Employees

At December 31, 2009 the
Bank employed 91 full-time and 10 part-time individuals. Seven of these individuals are executive officers of the Bank. None of the employees are employees of the Company. The Bank provides both full- and part-time individuals with a comprehensive
benefit program that includes health and dental insurance, Bank paid life and short-and long-term disability insurance, access to vision and catastrophic health insurance and a 401(k) plan.

Regulation and Supervision

General

The supervision and regulation of the Company and the Bank by the banking agencies is intended primarily for the protection of
depositors, the Deposit Insurance Fund of the FDIC, and the banking system as a whole, and not for the protection of shareholders or creditors. The banking agencies have broad enforcement power over bank holding companies and banks, including the
power to impose substantial fines and other penalties for violations of laws and regulations.

The following description summarizes some of
the laws to which the Company and the Bank are subject. References in the following description to applicable statutes and regulations are brief summaries of these statutes and regulations, do not purport to be complete, and are qualified in their
entirety by reference to such statutes and regulations.

The Company

The Company, by virtue of its control of the Bank, is a registered bank holding company as defined under the Bank Holding Company Act of 1956 (the
Act). As a bank holding company, the Company is required to file certain reports with, and otherwise comply with the rules and regulations of, the Federal Reserve Board (FRB) under the Act.

Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley).
Sarbanes-Oxley represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. It is applicable to all companies with equity or debt securities registered under the Securities Exchange Act
of 1934. The provisions of Sarbanes-Oxley took effect upon passage and are subject to rulemaking by the Securities and Exchange Commission and the self-regulatory organizations. The regulations:



| |  |  | Require CEOs and CFOs to certify their companys financial reports, filings and control systems;
| | - |  | ------------------------------------------------------------------------------------------------



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| |  |  | Require increased disclosure and reporting obligations for the company, its officers and directors, and its affiliates;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Require that the company comply with new audit committee independence and auditor independence requirements; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Implement new corporate responsibility requirements and provide additional corporate and criminal fraud accountability.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

The Company is continuing to monitor the passage of new and amended regulations and is taking appropriate measures to comply with them. Although the
Company has incurred additional expense in complying with the various provisions of Sarbanes-Oxley and the new and amended regulations, such compliance has not had a material impact on the Companys results of operations or financial condition.

Incentive Compensation.On October 22, 2009, the Federal Reserve Board issued a comprehensive proposal on incentive compensation
policies (the Incentive Compensation Proposal) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The
Incentive Compensation Proposal, which covers all employees that have the ability to materially affect the risk profile of an organization, is based upon the key principles that a banking organizations incentive compensation arrangements
should (i) provide incentives that do not encourage risk-taking beyond the organizations ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be
supported by strong corporate governance, including active and effective oversight by the organizations board of directors. The Federal Reserve Board indicated that all banking organizations are to evaluate their incentive compensation
arrangements and related risk management, control, and corporate governance processes and immediately address deficiencies in these arrangements or processes that are inconsistent with safety and soundness.

The Federal Reserve Board will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking
organizations, such as the Company, that are not large, complex banking organizations. These reviews will be tailored to each organization based on the scope and complexity of the organizations activities and the prevalence of
incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organizations supervisory ratings, which can affect the organizations
ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the
organizations safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

In
addition, on January 12, 2010, FDIC issued an Advance Notice of Proposed Rulemaking seeking public comment on whether certain employee compensation structures pose risks that should be captured in the deposit insurance assessment program
through higher deposit assessment rates.

The scope and content of the U.S. banking regulators policies on executive compensation are
continuing to develop and are likely to continue evolving in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect the Companys ability to hire, retain and motivate its key employees.

The Bank

Effective
November 1, 2000, the Company changed the Bank charter from a national charter to a state charter. As a result, the Bank is now regulated by the State of Maryland Department of Labor, Licensing and Regulation. The Bank is subject to extensive
regulation, examination and supervision by the State of Maryland as its primary regulator, the Federal Reserve Bank of Richmond as its secondary regulator and the FDIC, as the deposit insurer. The Bank must file reports with the Federal Reserve and
the FDIC concerning its activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with, or acquisitions of other institutions. The state and the Federal Reserve
conduct periodic examinations to test the Banks safety and soundness and compliance with various regulatory requirements. Many aspects of the Banks operations are regulated by federal law including allowable activities, reserves against
deposits, branching, mergers and investments. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors.
The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the
establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the State of Maryland, the Federal Reserve, the FDIC or Congress, could have a material adverse impact on the
Company or the Bank and their operations.



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Insurance of Deposit Accounts. The Banks deposit accounts are insured up to applicable limits
by the FDICs Deposit Insurance Fund (DIF) and are subject to deposit insurance assessments to maintain the DIF. The DIF was created by the merger of the Bank Insurance Fund and Savings Association Insurance Fund provided for in the
Federal Deposit Insurance Reform Act of 2005, as enacted in February 2006. The FDIC utilizes a risk-based premium system to evaluate the risk of each financial institution based on three primary sources of information: (1) its supervisory
rating, (2) its financial ratios, and (3) its long-term debt issuer rating, if the institution has one. The FDICs risk-based premium system provides for quarterly assessments. Base assessment rates for established insured
institutions after applying possible adjustments for the year ended December 31, 2009 ranged from seven basis points for the healthiest institutions to 77.5 basis points for the riskiest. Premiums for 2010 are currently set at 2009 rates.

On December 16, 2008, the FDIC approved the final rule to raise the risk-based deposit insurance assessment rates uniformly by seven
basis points for the first quarter of 2009 assessment period beginning on January 1, 2009. On February 26, 2009, the FDIC approved the final rule to raise the assessment rates for the assessment period beginning on April 1, 2009 and
subsequent assessment periods. The new assessment scheme will differentiate between risk profiles and will require riskier institutions to pay higher assessment rates based on classification into one of four risk categories. Institutions that are
rated in the category with the lowest risk will see their initial base rates increase to between 12 and 16 basis points. On May 22, 2009, the FDIC adopted a final rule imposing a 5 basis point special assessment on each insured depository
institutions assets minus Tier 1 capital as of June 30, 2009. During the second quarter of 2009, the FDIC imposed a special assessment of $211 thousand for the Bank that was collected on September 30, 2009.

On November 12, 2009, the FDIC adopted a final rule amending the assessment regulations to require insured depository institutions to prepay their
quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012, on December 30, 2009, along with each institutions risk-based assessment for the third quarter of 2009. On December 30, 2009 the
Bank prepaid $2.2 million in FDIC insurance for 2010, 2011 and 2012 estimated assessments.

The increases in FDIC insurance raised the
Companys expense from $138,000 in 2008 to $902,000 in 2009. Given the enacted increases in assessments for insured financial institutions the Company anticipates that FDIC assessments on deposits will continue to have a significant impact upon
operating expenses in 2010 and could materially affect our reported earnings.

Temporary Liquidity Guarantee Program. In November
2008, the FDIC adopted a final rule relating to the Temporary Liquidity Guarantee Program (TLG Program). The TLG Program has been extended. Under the extended TLG Program, the FDIC will (i) guarantee, through the earlier of
maturity or December 31, 2012, certain newly issued senior unsecured debt issued by participating institutions on or after April 1, 2009, and before October 31, 2009 and (ii) provide full FDIC deposit insurance coverage for
non-interest bearing transaction deposit accounts, Negotiable Order of Withdrawal (NOW) accounts paying less than 0.5% interest per annum and Interest on Lawyers Trust Accounts held at participating FDIC-insured institutions through
June 30, 2010. Coverage under the TLG Program was available for the first 30 days without charge. The fee assessment for coverage of senior unsecured debt ranges from 50 basis points to 100 basis points per annum, depending on the
initial maturity of the debt. The fee assessment for deposit insurance coverage is 10 basis points per quarter on amounts in covered accounts exceeding $250,000. In December 2008, the Company elected to participate in the guarantee program
for deposit accounts and opted out of the guarantee program for unsecured debt. During the six month extension period in 2010, the fee assessment increases 15 basis points per quarter for institutions that are in risk category 1 of the risk-based
premium system. Separately, Congress extended the temporary increase in the standard coverage limit to $250,000 until December 31, 2013.

Emergency Economic Stabilization Act of 2008. On October 3, 2008, the President signed into law the Emergency Economic Stabilization Act of 2008 (the EESA), which, among other measures, authorized the Secretary
of the U.S. Treasury (Treasury) to establish the Trouble Asset Relief Program (the TARP). Pursuant to TARP, the Treasury has the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed
securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. In addition, under TARP, the Treasury created the Capital Purchase Program (the
CPP), pursuant to which it provides access to capital that will serve as Tier 1 capital to financial institutions through a standardized program to acquire preferred stock (accompanied by warrants) from eligible financial
institutions. On January 30, 2009, the Company sold 8,152 shares of the Companys Fixed Rate Cumulative Preferred Stock, Series A (the Series A Preferred Stock), having a liquidation amount per share equal to $1,000
and a warrant to purchase 299,706 shares of the Companys common stock, at an exercise price of $4.08 per share, to the Treasury under the CPP for a total purchase price of $8,152,000.

Comprehensive Financial Stability Plan of 2009. On February 10, 2009, the Secretary of the Treasury announced a new comprehensive financial
stability plan (the Financial Stability Plan), which builds upon existing programs and earmarks the second $350 billion of unused funds originally authorized under the EESA. The major elements of the Financial Stability Plan include:
(i) a capital assistance program that will invest in convertible preferred stock of certain qualifying institutions, (ii) a consumer and business lending initiative to fund new consumer loans, small business loans and commercial mortgage
asset-backed securities issuances, (iii) a new public-private investment fund that will leverage public and private capital with public financing to



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purchase $500 billion to $1 trillion of legacy toxic assets from financial institutions, (iv) assistance for homeowners to reduce mortgage payments and interest rates and
(v) establishment of loan modification guidelines for government and private programs. In addition, all banking institutions with assets over $100 billion will be required to undergo a comprehensive stress test to determine if they
have sufficient capital to continue lending and to absorb losses that could result from a more severe decline in the economy than projected. Institutions receiving assistance under the Financial Stability Plan going forward will be subject to higher
transparency and accountability standards, including restrictions on dividends, acquisitions, executive compensation and additional disclosure requirements.

American Recovery and Reinvestment Act of 2009. On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (the ARRA), which is
intended, among other things, to provide a stimulus to the U.S. economy in the wake of the economic downturn brought about by the subprime mortgage crisis and the resulting dislocations in the financial markets. ARRA also includes numerous
non-economic recovery related items, including a limitation on executive compensation of certain of the most highly-compensated employees and executive officers of financial institutions, such as the Company, that participated in the TARP
CPP. Compliance requirements under ARRA for TARP recipients, which will be further described in rules to be adopted by the Securities and Exchange Commission and standards to be established by the Treasury, include restrictions on
executive compensation and corporate governance requirements.

The interim final rule (Interim Final Rule) of the
Emergency Economic Stabilization Act of 2008 (EESA), as amended by the American Recovery and Reinvestment Act of 2009 (ARRA), provides guidance on the executive compensation and corporate governance provisions of EESA that apply to entities that
receive financial assistance under the Troubled Asset Relief Program (TARP). Section 111 of EESA requires entities receiving financial assistance (TARP recipients) from the Department of the Treasury (Treasury) to meet appropriate standards for
executive compensation and corporate governance. The requirements generally apply for any period during which any obligation arising from financial assistance under TARP remains outstanding(1).

Annapolis Bancorp, Inc. is a TARP recipient and is therefore subject to the provisions of the Interim Final Rule described above. However, all Executive Compensation Programs are administered through BankAnnapolis, a wholly-owned subsidiary
of Annapolis Bancorp, Inc., with the exception of any stock-based awards which are administered through Annapolis Bancorp, Inc.

On
June 10, 2009, the U.S. Treasury issued an interim final rule (the Interim Final Rule) that provides guidance on the executive compensation and corporate governance provisions of the EESA that apply to TARP recipients.



| |  |  | Limits on compensation that exclude incentives for senior executive officers (SEOs) to take unnecessary and excessive risks that threaten the value of
the TARP recipient.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A provision for the recovery of any bonus, retention award, or incentive compensation paid to a SEO or the next twenty most highly compensated
employees based on materially inaccurate statements of earnings, revenues, gains, or other criteria.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prohibition on making any golden parachute payment to a SEO or any of the next five most highly compensated employees.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Prohibition on the payment or accrual of bonus or retention awards, or incentive compensation to SEOs or certain highly compensated employees, subject
to certain exceptions for payments made in the form of restricted stock.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prohibition on employee compensation plans that would encourage manipulation of earnings reported by the TARP recipient to enhance an employees
compensation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Establishment of a compensation committee of independent directors to meet semi-annually to review employee compensation plans and the risks posed by
these plans to the TARP recipient.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Adoption of excessive or luxury expenditures policy.
| | - |  | ----------------------------------------------------



| |  |  | Disclosure of perquisites offered to SEOs and certain highly compensated employees.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Disclosure related to compensation consultant engagement.
| | - |  | ---------------------------------------------------------



| |  |  | Prohibition on tax gross-ups to SEOs and certain highly compensated employees.
| | - |  | ------------------------------------------------------------------------------



| |  |  | Compliance with federal securities rules and regulations regarding submission of a non-binding resolution on SEO compensation to shareholders.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The establishment of the Office of the Special Master for TARP Executive Compensation to address the application of these rules to TARP recipients and
their employees.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Interim Final Rule also establishes compliance reporting and recordkeeping requirements regarding
executive compensation and corporate governance standards.



| |  |  | In addition to the standards set forth in the Interim Final Rule certain standards established in prior interim final rules have been determined to not
be inconsistent with the most recent rules and thus will continue to be required. The most notable standard from earlier interim final rules is the requirement that any TARP recipient not claim a deduction for compensation during a taxable year in
excess of $500,000 for an SEO.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Regulatory Reform.In June 2009, President Obamas administration proposed a wide range of
regulatory reforms that, if enacted, may have significant effects on the financial services industry in the United States. Significant aspects of the administrations proposals that may affect the Company included, among other things,
proposals: (i) to reassess and increase capital requirements for banks and bank holding companies and examine the types of instruments that qualify as regulatory capital; (ii) to create a federal consumer financial protection agency to be
the primary federal consumer protection supervisor with broad examination, supervision and enforcement authority with respect to consumer financial products and services; and (iii) to further limit the ability of banks to engage transactions
with affiliates.

The U.S. Congress, state lawmaking bodies and federal and state regulatory agencies continue to consider a number of
wide-ranging and comprehensive proposals for altering the structure, regulation and competitive relationships of the nations financial institutions, including rules and regulations related to the administrations proposals. Separate
comprehensive financial reform bills intended to address the proposals set forth by the administration were introduced in both houses of Congress in the second half of 2009 and remain under review by both the U.S. House of Representatives and the
U.S. Senate. In addition, both the U.S. Treasury Department and the Basel Committee have issued policy statements regarding proposed significant changes to the regulatory capital framework applicable to banking organizations, as discussed above. The
Company cannot predict whether or in what form further legislation or regulations may be adopted or the extent to which the Company may be affected thereby.

Forward Looking Statements

This Annual Report on Form 10-K contains statements that
constitute forward-looking statements, which are made in good faith by the Company pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1955. These statements appear in a number of places in this
Report and include all statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Companys financing plans; (ii) trends affecting the
Companys financial condition or results of operations; (iii) the Companys growth strategy; and (iv) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees
of future performance and involve certain risks and uncertainties, including but not limited to: changes in interest rates, deposit flows, cost of funds and demand for financial services; general economic conditions; legislative and regulatory
changes; changes in tax policies, rates and regulations of federal, state and local tax authorities; and changes in accounting principles, policies and guidelines. Actual results may differ materially from those projected in the forward-looking
statements as a result of various factors discussed herein and those factors discussed in the Companys filings with the Securities and Exchange Commission.

The Company does not intend to update these forward-looking statements, whether written or oral, to reflect change. All forward-looking statements attributable to the Company are expressly qualified by
these cautionary statements.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Not applicable.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not
applicable.



|ITEM 2. | PROPERTIES
|------- | ----------

The executive offices of the
Company and the Bank are located at 1000 Bestgate Road, Suite 400, Annapolis, Maryland 21401.

The following table sets forth the location of
and certain additional information regarding the offices of the Company and the Bank at December 31, 2009:



|                        |  |              |  |                                         |  |                         |     |  |                                                                               |      
|----------------------- |  | ------------ |  | --------------------------------------- |  | ----------------------- | --- |  | ----------------------------------------------------------------------------- | -----
|                        |  | Leased/Owned |  | Original Year LeasedorLocation Acquired |  | Year ofLease Expiration |     |  | Net Book Value of Propertyor Leasehold Improvements atDecember 31, 2009($000)
|Administration (2), (3) |  | Owned        |  | 2001                                    |  | N/A                     |     |  | $                                                                             | 4,518
|Bestgate                |  | Owned        |  | 2001                                    |  | N/A                     |     |  |                                                                               | 1,276
|Edgewater               |  | Land Leased  |  | 1996                                    |  | 2016                    | (1) |  |                                                                               | 539  
|Cape St. Claire         |  | Leased       |  | 1995                                    |  | 2010                    | (1) |  |                                                                               | 21   
|Kent Island             |  | Land Leased  |  | 1990                                    |  | 2023                    | (1) |  |                                                                               | 1,579
|Severna Park            |  | Leased       |  | 1996                                    |  | 2013                    | (1) |  |                                                                               | 16   
|BayWoods                |  | Leased       |  | 2003                                    |  | 2013                    | (1) |  |                                                                               | 6    
|Market House            |  | Leased       |  | 2006                                    |  | 2011                    | (1) |  |                                                                               | 81   
|Annapolis Towne Centre  |  | Leased       |  | 2008                                    |  | 2018                    | (1) |  |                                                                               | 358  



8



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##### Table of Contents

|(1) | These leases may be extended at the option of the Company for periods ranging from one to twenty years.
|--- | -------------------------------------------------------------------------------------------------------

|(2) | The Company owns an undeveloped piece of property in Odenton, Maryland for future branch expansion.
|--- | ---------------------------------------------------------------------------------------------------

|(3) | The Company has entered into a long-term lease for a location in Waugh Chapel in Anne Arundel County, Maryland, the property is undeveloped and lease payments have not
commenced.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In July, 2009 the lease for space in the Banks headquarters building with Heim and Associates, P.A. (now
HeimLantz Professional Corporation,) an accounting firm whose President is a director of the Company and the Bank expired. The tenant did not elect to enter into a new rental agreement, however a temporary extension of the lease was granted until
December 2009 when the tenants new space would be ready for occupancy. The space is currently being used by the Bank.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The Company is not
involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Companys
financial condition and results of operations.



|ITEM 4. | RESERVED
|------- | --------

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market Value and Dividend Information

The Companys common stock is listed on The NASDAQ Capital Market® under the symbol ANNB. The Companys stock began trading on October 1, 1997. At March 1, 2010 the closing price was $3.53 per share.

As of March 1, 2010 the Company has outstanding 3,908,662 shares of common stock held by approximately 208 shareholders of record. On January 30, 2009 the Company sold 8,152 shares of Series A
Preferred Stock to one shareholder, the Treasury under the Treasurys TARP CPP. The shares have a liquidation preference of $1,000 per share for an aggregate purchase price of $8.152 million. The Company has also issued a warrant to purchase
299,706 shares of common stock which may be purchased upon exercise of the warrant at a price of $4.08 per share. The warrant is also issued to the Treasury under the CPP. The warrant expires on January 30, 2019. The issuances of the warrant
and the Series A Preferred Stock were completed in a private placement to Treasury exempt from the registration requirements of the Securities Act of 1933.

Under the terms of the CPP the Company will be required to pay a 5% per annum dividend on the Series A Preferred Stock for the five years beginning January 30, 2009 ending February 15, 2014
and a 9% dividend for the period thereafter. The first dividend was paid to the Treasury on May 15, 2009 and with future dividend payments due quarterly thereafter. During 2009 $323,000 in dividends were paid to the Treasury.

The Company paid cash dividends for the first time to its stockholders during 1999 and discontinued the payment of cash dividends in 2002. The Company has
no current plans to resume payments of cash dividends on its common stock as Management believes it is in the best interest of the Company to retain capital to support the growth of the Company.

As a condition to the Companys participation in the CPP, the Companys ability to declare or pay dividends on its common stock is restricted.
Specifically, the Company may not declare dividend payments on its common stock if it is in arrears on the dividends on the Series A Preferred Stock. Until the Series A Preferred Stock issued to the Treasury under the CPP is redeemed or transferred,
the Company may not pay a cash dividend without approval from the Treasury.

A summary of the Companys quarterly stock prices is shown
below:



|        |                   |      |                   |      |                   |      |                   |     |        |  |   |      |  |   |      |  |   |       
|------- | ----------------- | ---- | ----------------- | ---- | ----------------- | ---- | ----------------- | --- | ------ |  | - | ---- |  | - | ---- |  | - | ------
|Quarter |                   | 2009 |                   | 2008
|        | Stock Price Range |      | Per ShareDividend |      | Stock Price Range |      | Per ShareDividend
|        | High              |      | Low               |      |                   | High |                   | Low |       
|1st     |                   | $    | 4.12              |      | $                 | 2.07 |                   | $   | 0.0000 |  | $ | 8.20 |  | $ | 7.00 |  | $ | 0.0000
|2nd     |                   |      | 5.00              |      |                   | 2.74 |                   |     | 0.0000 |  |   | 8.25 |  |   | 5.66 |  |   | 0.0000
|3rd     |                   |      | 3.50              |      |                   | 2.30 |                   |     | 0.0000 |  |   | 6.75 |  |   | 4.52 |  |   | 0.0000
|4th     |                   |      | 3.10              |      |                   | 2.85 |                   |     | 0.0000 |  |   | 6.49 |  |   | 3.00 |  |   | 0.0000



9



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##### Table of Contents

The table setting forth Securities Authorized for Issuance Under Equity Compensation Plans can be found
under Item 12 on page 53 of this report.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following
table summarizes the Companys selected financial information and other financial data. The selected balance sheet and statement of income data are derived from our audited financial statements. You should read this information together with
Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this report. Results for past periods are not necessarily indicative of
results that may be expected for any future period.

Selected Consolidated Financial Highlights



Selected Consolidated Financial Data at and for
years ended December 31,



|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|-------------------------------------------------------------------- |  | --------------------------------------------- | --------- | -- | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|Selected Financial Data                                              |  | 2009                                          |           |    | 2008 |   |           | 2007 |  |   | 2006      |   |  | 2005 |          
|                                                                     |  | (Dollars in thousands, except per share data) |          
|Total assets                                                         |  | $                                             | 444,332   |    |      | $ | 394,916   |      |  | $ | 361,879   |   |  | $    | 351,861   |   |  | $ | 304,916   |  
|Total loans, net                                                     |  |                                               | 274,032   |    |      |   | 264,093   |      |  |   | 243,905   |   |  |      | 219,794   |   |  |   | 202,568   |  
|Total deposits                                                       |  |                                               | 350,463   |    |      |   | 300,627   |      |  |   | 291,589   |   |  |      | 274,175   |   |  |   | 249,949   |  
|Securities sold under agreement to repurchase                        |  |                                               | 14,642    |    |      |   | 12,639    |      |  |   | 13,337    |   |  |      | 17,734    |   |  |   | 12,986    |  
|Short-term debt                                                      |  |                                               |          |    |      |   |          |      |  |   | 4,170     |   |  |      |          |   |  |   |          |  
|Long-term debt                                                       |  |                                               | 45,000    |    |      |   | 45,000    |      |  |   | 25,000    |   |  |      | 35,000    |   |  |   | 20,000    |  
|Stockholders equity                                                 |  |                                               | 32,632    |    |      |   | 26,814    |      |  |   | 26,852    |   |  |      | 24,121    |   |  |   | 20,959    |  
|                                                                     |  |                                               |           |    |     
|Selected Operating Data                                              |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |          
|Interest income                                                      |  | $                                             | 21,226    |    |      | $ | 21,800    |      |  | $ | 22,466    |   |  | $    | 19,846    |   |  | $ | 17,104    |  
|Interest expense                                                     |  |                                               | 7,135     |    |      |   | 8,765     |      |  |   | 10,616    |   |  |      | 8,034     |   |  |   | 5,633     |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|                                                                     |  |                                               |           |    |     
|Net interest income                                                  |  |                                               | 14,091    |    |      |   | 13,035    |      |  |   | 11,850    |   |  |      | 11,812    |   |  |   | 11,471    |  
|Provision for credit losses                                          |  |                                               | 6,540     |    |      |   | 2,375     |      |  |   | 448       |   |  |      | 12        |   |  |   | 442       |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|                                                                     |  |                                               |           |    |     
|Net interest income after provision for credit losses                |  |                                               | 7,551     |    |      |   | 10,660    |      |  |   | 11,402    |   |  |      | 11,800    |   |  |   | 11,029    |  
|Noninterest income                                                   |  |                                               | 1,989     |    |      |   | 1,753     |      |  |   | 1,831     |   |  |      | 1,850     |   |  |   | 2,210     |  
|Noninterest expense                                                  |  |                                               | 12,405    |    |      |   | 10,325    |      |  |   | 9,490     |   |  |      | 8,959     |   |  |   | 8,622     |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|                                                                     |  |                                               |           |    |     
|(Loss) income before income taxes                                    |  |                                               | (2,865    | )  |      |   | 2,088     |      |  |   | 3,743     |   |  |      | 4,691     |   |  |   | 4,617     |  
|Income tax (benefit) expense                                         |  |                                               | (1,158    | )  |      |   | 661       |      |  |   | 1,319     |   |  |      | 1,740     |   |  |   | 1,636     |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net (loss) income                                                    |  | $                                             | (1,707    | )  |      | $ | 1,427     |      |  | $ | 2,424     |   |  | $    | 2,951     |   |  | $ | 2,981     |  
|Preferred stock dividend and discount accretion                      |  |                                               | 442       |    |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net (loss) income available to common shareholders                   |  | $                                             | (2,149    | )  |      | $ | 1,427     |      |  | $ | 2,424     |   |  | $    | 2,951     |   |  | $ | 2,981     |  
|                                                                     |  |                                               |           |    |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|                                                                     |  |                                               |           |    |     
|Key Financial Ratios and Other Data                                  |  | 2009                                          |           |    | 2008 |   |           | 2007 |  |   | 2006      |   |  | 2005 |          
|Return on average assets Net (loss) income divided by average assets |  |                                               | (0.38     | )% |      |   | 0.38      | %    |  |   | 0.69      | % |  |      | 0.93      | % |  |   | 0.97      | %
|Return on average equity Net (loss) income divided by average equity |  |                                               | (5.24     | )% |      |   | 5.41      | %    |  |   | 9.51      | % |  |      | 13.21     | % |  |   | 15.04     | %
|Equity to asset ratio Average equity divided by average assets       |  |                                               | 7.33      | %  |      |   | 7.01      | %    |  |   | 7.28      | % |  |      | 6.96      | % |  |   | 6.46      | %
|Diluted (loss) earnings per share (1)                                |  | $                                             | (0.56     | )  |      | $ | 0.35      |      |  | $ | 0.58      |   |  | $    | 0.70      |   |  | $ | 0.71      |  
|Book value per common share (1)                                      |  | $                                             | 6.39      |    |      | $ | 6.98      |      |  | $ | 6.69      |   |  | $    | 5.88      |   |  | $ | 5.15      |  
|Tangible book value per common share (1)                             |  | $                                             | 6.39      |    |      | $ | 6.98      |      |  | $ | 6.69      |   |  | $    | 5.88      |   |  | $ | 5.15      |  
|Number of common shares outstanding (1)                              |  |                                               | 3,867,006 |    |      |   | 3,842,943 |      |  |   | 4,014,928 |   |  |      | 4,101,893 |   |  |   | 4,072,800 |  
|Efficiency ratio                                                     |  |                                               | 77.15     | %  |      |   | 69.82     | %    |  |   | 69.37     | % |  |      | 65.58     | % |  |   | 63.02     | %
|Interest rate spread                                                 |  |                                               | 3.07      | %  |      |   | 3.28      | %    |  |   | 3.06      | % |  |      | 3.47      | % |  |   | 3.65      | %
|Net interest margin                                                  |  |                                               | 3.32      | %  |      |   | 3.65      | %    |  |   | 3.59      | % |  |      | 3.96      | % |  |   | 4.00      | %
|Risk based capital ratio  Tier 1                                    |  |                                               | 12.45     | %  |      |   | 11.37     | %    |  |   | 12.49     | % |  |      | 12.74     | % |  |   | 12.31     | %
|Risk based capital ratio  Total                                     |  |                                               | 13.72     | %  |      |   | 12.62     | %    |  |   | 13.39     | % |  |      | 13.58     | % |  |   | 13.23     | %



|(1) | Adjusted to effect a four-for-three stock split in the form of a stock dividend issued on December 3, 2005.
|--- | -----------------------------------------------------------------------------------------------------------



10



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##### Table of Contents

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Overview

The following is managements
discussion and analysis of the financial condition and results of operations of Annapolis Bancorp, Inc. on a consolidated basis with its wholly owned subsidiary, BankAnnapolis, for the periods presented, and should be read in conjunction with the
consolidated financial statements and the related notes thereto appearing elsewhere in this annual report.

The Bank and, as a result, the
Company, have not been immune to the impact of the economic downturn in the United States during 2008 and 2009. With real estate collateral values continuing to fall and economic conditions worsening the Bank continued to build its reserve for
credit losses recording a provision of $6.5 million in 2009 compared to $2.4 million in 2008.

The Company reported a net loss for 2009 of
$1.7 million, a decrease of $3.1 million or 219.6% from 2008 net income of $1.4 million. The net loss available to common shareholders after accruing for preferred stock dividends and discount accretion for 2009 was $2.1 million compared to net
income of $1.4 million in 2008. The decrease in 2009 earnings was primarily due to the higher provision for credit losses noted above and higher noninterest expense primarily due to increases in FDIC expenses and costs related to loan collection
efforts. The net loss per diluted common share was $0.56 compared to net income of $0.35 per diluted common share in 2008.

The primary source
of income of the Bank is interest on its loan and investment portfolios, while one of the principal expenses of the Bank is interest on its deposit accounts and borrowings. The difference between interest income on interest earning assets and
interest expense on interest bearing liabilities is referred to as net interest income. Net interest income was $14.1 million for 2009, an increase of $1.1 million or 8.1% compared to $13.0 million in 2008. Total assets were $444.3 million as of
December 31, 2009, a $49.4 million or a 12.5% increase over December 31, 2008 total assets of $394.9 million. The Companys return on average assets was (0.38%) and 0.38% for the years ending December 31, 2009, and 2008,
respectively. The Companys return on average equity was (5.24%) and 5.41% for the years ending December 31, 2009, and 2008, respectively.

At December 31, 2009 the Banks gross loan portfolio, including loans held for sale totaled $282.1 million. Of this amount, $59.9 million or 21.2% were commercial loans, $82.2 million or 29.1%
were commercial real estate loans, $36.2 million or 12.8% were construction loans, $57.1 million or 20.3% were one- to four-family residential mortgage loans, $34.3 million or 12.2% were home equity loans, and $12.4 million or 4.4% were consumer and
other loans.

Application of Critical Accounting Policies

The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the
industries in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and
judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently have
a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when
assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an
asset or liability must be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for
certain assets and liabilities are either based on quoted market prices or are provided by other third-party sources, when available.

The
most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements which can be found on page 33 and continuing to page 36. These policies, along with the disclosures presented in the other
financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the
sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for credit losses to be the accounting area that requires the most
subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

The allowance for credit
losses represents managements estimate of probable credit losses inherent in the loan portfolio as of the balance sheet date. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it
requires significant judgment and the use of estimates related to the amount 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



11



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##### Table of Contents

economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheet. Note 1 to the
consolidated financial statements found on pages 33 and 34 describes the methodology used to determine the allowance for credit losses and a discussion of the factors driving changes in the amount of the allowance for credit losses is included in
the Credit Risk Management section of this financial analysis.

Financial Condition as of December 31, 2009 and 2008
and Results of Operations for the Years then Ended

The Company, through its Bank subsidiary, functions as a financial intermediary, and
as such its financial condition and results of operations can be examined in terms of developing trends in its sources and uses of funds. These trends are the result of both external environmental factors, such as changing economic conditions,
regulatory changes and competition, and also internal environmental factors such as managements evaluation as to the best use of funds in these changing conditions.

Total assets increased by $49.4 million or 12.5% during 2009 to $444.3 million from $394.9 million at December 31, 2008. Total deposits and securities sold under agreements to repurchase, the
Companys primary sources of funds, increased $51.8 million or 16.6% to $365.1 million from $313.3 million at December 31, 2008. Time deposits totaled $96.9 million or 27.6% of the Banks total deposits at December 31, 2009,
compared to $92.5 million or 30.8% in 2008. Savings and money market accounts, the largest portion of the Banks total deposits, totaled $182.6 million or 52.1% of the Banks total deposits at December 31, 2009, compared to $143.1
million or 47.6% in 2008. The increase in savings and money market deposits was due to the success of the Banks premium rate savings account that attracted new savings customers. NOW accounts totaled $30.2 million or 8.6% and $26.0 million or
8.6% of total deposits at December 31, 2009 and 2008, respectively. The increase in NOW accounts is due to higher balances in mortgage title company accounts, a result of increased mortgage lending activity during 2009. Demand, noninterest
bearing accounts totaled $40.8 million or 11.7% of total deposits at December 31, 2009 and $39.1 million or 13.0% at December 31, 2008. Securities sold under agreements to repurchase increased $2.0 million or 15.9% to $14.6 million at
December 31, 2009 compared to $12.6 million at December 31, 2008. Long-term borrowings at December 31, 2009 were $40.0 million at December 31, 2009 and December 31, 2008.

On March 26, 2003, Annapolis Bancorp Statutory Trust I (Statutory Trust I), a Connecticut business trust formed, funded and wholly owned by
the Company, issued $5,000,000 of variable-rate capital securities to institutional investors. The proceeds of the securities were used to provide funding for future growth and to improve the Companys capital ratios. The current cost of these
securities is 3.40%.

The Companys primary uses of funds are for loans and investments. Loans including loans held for sale and
excluding deferred fees/costs and discounts and the allowance for credit losses, increased by $13.7 million or 5.1% to $282.1 million at December 31, 2009 from $268.4 million a year earlier. Construction loans increased $7.8 million or 27.5%
and commercial loan balances increased by $6.5 million or 12.2% while real estate loan balances excluding construction loans and loans held for sale decreased by $1.7 million or 1.0% and installment and other consumer loans decreased by $1.9 million
or 13.5%. Loans held for sale increased $3.0 million or 858.1%.

Operating Results

The following discussion outlines some of the more important factors and trends affecting the earnings of the Company as presented in its consolidated
statements of income.

Net Interest Income

Net interest income is the difference between interest income and interest expense and is generally affected by increases or decreases in the amount of outstanding interest earning assets and interest
bearing liabilities (volume variance). This volume variance coupled with changes in interest rates on these same assets and liabilities (rate variance) equates to the total change in net interest income in any given period. The table on page 13 sets
forth certain information regarding changes in interest income and interest expense attributable to (1) changes in volume (change in volume multiplied by the old rate); (2) changes in rates (change in rate multiplied by the old volume);
and (3) changes in rate/volume (change in rate multiplied by change in volume).

Net interest income for the year ended December 31,
2009, was $14.1 million, representing an increase of $1.1 million or 8.1% from net interest income of $13.0 million for the year ended December 31, 2008. The increase in net interest income is due primarily to increased average loan and
investment security balances and a decrease in the cost of interest bearing liabilities offset by a decrease in the yield on investment securities and loans. The net interest margin was 3.32% for the year ended December 31, 2009 and 3.65% for
the year ended December 31, 2008. The yield on earning assets decreased to 5.00% for the year ended December 31, 2009 compared to 6.10% for the year ended December 31, 2008 while the cost of interest bearing liabilities decreased to
1.93% from 2.82% for the same periods, respectively. Net interest income for 2009 includes $906 thousand of interest collected on a cash basis related to loans on nonaccrual status, compared to $176 thousand of interest collected on nonaccrual loans
in 2008.



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##### Table of Contents

Rate/Volume Analysis



|                                                   |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|-------------------------------------------------- | ---------------------- | ------------- | ------ | ---------------- | ------------- | - | -------------------- | ----------- |  | ---------------- | ------ | ------ |  | - | ---- | - |  | ----------- | ------ | - |  | - | ----- | - |  | - | ------ | - |  | - | ---- | -
|                                                   |                        | 2009 vs. 2008 |        |                  | 2008 vs. 2007 |  
|                                                   | Increaseor(Decrease)   |               |        | Due to Change in |               |   | Increaseor(Decrease) |             |  | Due to Change in |       
|                                                   |                        | Volume        |        |                  | Rate          |   |                      | Rate/Volume |  |                  |        | Volume |  |   | Rate |   |  | Rate/Volume |       
|                                                   | (Dollars in thousands) |              
|Interest income on:                                |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|Loans                                              |                        | $             | (1,187 | )                |               | $ | 1,381                |             |  | $                | (2,377 | )      |  | $ | (191 | ) |  | $           | (614   | ) |  | $ | 1,585 |   |  | $ | (2,019 | ) |  | $ | (180 | )
|Investment securities                              |                        |               | 1,070  |                  |               |   | 1,609                |             |  |                  | (386   | )      |  |   | (153 | ) |  |             | 289    |   |  |   | 31    |   |  |   | 256    |   |  |   | 2    |  
|Interest bearing deposits in other banks           |                        |               | (220   | )                |               |   | 128                  |             |  |                  | (238   | )      |  |   | (110 | ) |  |             | 247    |   |  |   | 357   |   |  |   | (8     | ) |  |   | (102 | )
|Federal funds sold and other overnight investments |                        |               | (237   | )                |               |   | 225                  |             |  |                  | (260   | )      |  |   | (202 | ) |  |             | (588   | ) |  |   | (119  | ) |  |   | (542   | ) |  |   | 73   |  
|                                                   |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|Total interest income                              |                        |               | (574   | )                |               |   | 3,343                |             |  |                  | (3,261 | )      |  |   | (656 | ) |  |             | (666   | ) |  |   | 1,854 |   |  |   | (2,313 | ) |  |   | (207 | )
|                                                   |                        |               |        |                  |               |   |                      |            
|Interest expense on:                               |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|NOW accounts                                       |                        |               | (3     | )                |               |   | 2                    |             |  |                  | (5     | )      |  |   |     |   |  |             | (12    | ) |  |   | (11   | ) |  |   | (1     | ) |  |   |     |  
|Money market accounts                              |                        |               | (982   | )                |               |   | (370                 | )           |  |                  | (833   | )      |  |   | 221  |   |  |             | (1,866 | ) |  |   | (726  | ) |  |   | (1,467 | ) |  |   | 327  |  
|Savings accounts                                   |                        |               | 594    |                  |               |   | 1,816                |             |  |                  | (617   | )      |  |   | (605 | ) |  |             | 900    |   |  |   | 1,047 |   |  |   | (70    | ) |  |   | (77  | )
|Certificates of deposit                            |                        |               | (987   | )                |               |   | 292                  |             |  |                  | (1,184 | )      |  |   | (95  | ) |  |             | (1,044 | ) |  |   | (551  | ) |  |   | (559   | ) |  |   | 66   |  
|Repurchase agreements                              |                        |               | (136   | )                |               |   | (28                  | )           |  |                  | (121   | )      |  |   | 13   |   |  |             | (356   | ) |  |   | 46    |   |  |   | (374   | ) |  |   | (28  | )
|Short-term borrowing                               |                        |               |       |                  |               |   |                     |             |  |                  | 2      |        |  |   | (2   | ) |  |             | (1     | ) |  |   |      |   |  |   |       |   |  |   | (1   | )
|Long-term borrowing                                |                        |               | 12     |                  |               |   | 15                   |             |  |                  | (3     | )      |  |   |     |   |  |             | 625    |   |  |   | 929   |   |  |   | (120   | ) |  |   | (184 | )
|Junior subordinated debt                           |                        |               | (128   | )                |               |   |                     |             |  |                  | (128   | )      |  |   |     |   |  |             | (97    | ) |  |   |      |   |  |   | (97    | ) |  |   |     |  
|                                                   |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|Total interest expense                             |                        |               | (1,630 | )                |               |   | 1,727                |             |  |                  | (2,889 | )      |  |   | (468 | ) |  |             | (1,851 | ) |  |   | 734   |   |  |   | (2,688 | ) |  |   | 103  |  
|                                                   |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  
|                                                   |                        |               |        |                  |               |   |                      |            
|Net interest income                                |                        | $             | 1,056  |                  |               | $ | 1,616                |             |  | $                | (372   | )      |  | $ | (188 | ) |  | $           | 1,185  |   |  | $ | 1,120 |   |  | $ | 375    |   |  | $ | (310 | )
|                                                   |                        |               |        |                  |               |   |                      |             |  |                  |        |        |  |   |      |   |  |             |        |   |  |   |       |   |  |   |        |   |  |   |      |  

Interest Income

The Companys interest income decreased $574 thousand or 2.6% to $21.2 million for the year ended December 31, 2009 from $21.8 million for the year ended December 31, 2008. The decrease in interest income can be attributed to
a decrease in the yield on earning assets offset by an increase in average loan, securities and overnight investment balances. Average loans increased $20.4 million or 8.0%, while the loan yield decreased to 5.83% for the year ended
December 31, 2009 from 6.77% for the year ended December 31, 2008. Contributing to the decrease in interest income is a decrease in the yield on the securities portfolio dropping to 4.57% from 5.05%. Average federal funds sold balances
increased $11.3 million or 77.5% and interest bearing balances with banks increased in total by $3.9 million or 46.3%, while the yields on federal funds sold and interest bearing balances with banks decreased to 0.20% and 0.45% for the year ended
December 31, 2009 from 1.99% and 3.26% for the year ended December 31, 2008, respectively.

Interest Expense

The Companys interest expense decreased $1.6 million or 18.6% to $7.1 million for 2009, compared to $8.8 million for 2008. The decrease in interest
expense for the year ended December 31, 2009 can be attributed primarily to lower interest rates on all of the Banks deposit accounts, repurchase agreement accounts and the junior subordinated debentures. The cost of Federal Home Loan
Bank borrowings, increased slightly as the average balance increased to $40.0 million from $39.7 million for the year ended December 31, 2009 compared to the year ended December 31, 2008.

Provision for Credit Losses

The Company
recorded a provision for credit losses of $6.5 million for the year ended December 31, 2009 compared to $2.4 million for the year ended December 31, 2008, an increase of $4.2 million or 175.4%. The increase in provision was primarily the
result of an increase in nonperforming assets and net charge-offs. Nonperforming assets at year end increased to $19.3 million for the year ended December 31, 2009 from $6.5 million for the year ended December 31, 2008. Nonperforming
assets included $2.4 million of foreclosed real estate at December 31, 2009. Net charge-offs of loans deemed uncollectible totaled $2.7 million for the year ended December 31, 2009 compared to net charge-offs of $535 thousand for the year
ended December 31, 2008. The charge-offs were concentrated in the land acquisition and development portfolio and in the commercial and consumer and installment portfolios. Where reasonable opportunities exist we are continuing efforts to
recover our losses. See the discussion under the heading Provision for Credit Losses and Credit Risk Management on pages 21 through 23 for greater analysis regarding the Allowance for Credit Losses and related provision.

Noninterest Income

The Companys
primary sources of noninterest income are fees charged on deposit products, fees generated by the Banks VISA



13



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##### Table of Contents

check card program, fees recognized on the sale of residential mortgage loans or residential mortgage loans originated by a broker and on rental income from leasing space at the Banks
headquarters building. Noninterest income increased $236 thousand for the year ended December 31, 2009 to $2.0 million compared to $1.8 million for the year ended December 31, 2008, an increase of 13.5%. Included in noninterest income for
the year ended December 31, 2009 were gains on the sale of loans held for sale and gains on the sale of other assets (repossessed boats). Gains on the sale of other assets were $56 thousand for the year ended December 31, 2009 compared to
a loss of $31 thousand for the year ended December 31, 2008. The Company recorded a gain on the sale of loans in the secondary market of $135 thousand for the year ended December 31, 2009 compared to $6 thousand for the year ended
December 31, 2008. Fees charged on deposit products decreased $32 thousand or 3.7%, while other mortgage banking fees totaled $98 thousand for the year ended December 31, 2009, a $40 thousand or 69.0% increase from fees of $58 thousand for
the year ended December 31, 2008. Rental income on the headquarters building totaled $171 thousand for year ended December 31, 2009 compared to $190 thousand for the year ended December 31, 2008 as the lease for space in the
Banks headquarters building expired during the year ended December 31, 2009.

Noninterest Expense

Noninterest expense increased $2.1 million or 20.1% to $12.4 million for the year ended December 31, 2009, compared to $10.3 million for the year ended
December 31, 2008. The increase in noninterest expense was primarily due to increases in FDIC expenses and to costs related to loan collection efforts including increased personnel costs and legal fees. Contributing to the increase in
noninterest expense was higher occupancy costs associated with full year expenses for the Banks new Annapolis Towne Centre branch.

Personnel expense increased $533 thousand or 8.8% to $6.6 million from $6.0 million, with $275 thousand related to staff additions for collection purposes, full year staffing for the Annapolis Towne Centre branch and costs associated with
stock grants. The remaining increase in personnel expense was due to increased benefits, retirement and recruiting costs.

Occupancy and
equipment expense increased $239 thousand or 18.6% primarily due to rent for the Banks new branch of $114 thousand and increased amortization and depreciation of property and equipment of $80 thousand. Marketing expense decreased $66 thousand
or 20.8% as advertising costs were scaled back while data processing expense increased $42 thousand or 5.2% due to account volume and new services such as image document storage.

FDIC expense increased $764 thousand for the year ended December 31, 2009 compared to the year ended December 31, 2008 due to an increase on deposit increase premiums, a special assessment on
$212 thousand recognized in the second quarter of 2009 and an increase on assessments as the FDIC took steps to restore the DIF balances.

Provision for Income Taxes

The Company and the Bank file consolidated federal income tax returns and separate Maryland income
tax returns. The Company recognized a tax benefit of $1.2 million and an expense of $661 thousand for the years ended December 31, 2009 and 2008, respectively, for an effective tax rate of (40.4%) in 2009 and 31.7% in 2008. The increase in
the effective tax rate was due to being unable to exclude interest income on certain state tax exempt securities due to the net loss incurred for the year ended December 31, 2009.

Consolidated Average Balances, Yields and Rates

The following table presents a condensed
average balance sheet as well as income/expense and yields/costs of funds thereon for the years ended December 31, 2009 and 2008. The yields and costs are derived by dividing income or expense by the average balance of assets or liabilities for
the periods shown. Average balances are derived from average daily balances. The yields and costs include loan fees that are considered adjustments to yields. Net interest spread, the difference between the average rate on interest bearing assets
and the average rate on interest bearing liabilities, decreased to 3.07% for the year ended December 31, 2009 from 3.28% at December 31, 2008.



14



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##### Table of Contents

|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|---------------------------------------------------------------- |  | ----------------- | ------- | ----------- | ----------------- | ---------- |  | ------ | -------------- |  | ----------- | ------- | ---------- | - | ------ |  | ------ | -
|                                                                 |  | Years Ended       |        
|                                                                 |  | December 31, 2009 |         |             | December 31, 2008 |           
|                                                                 |  | AverageBalance    |         | Interest(1) |                   | Yield/Rate |  |        | AverageBalance |  | Interest(1) |         | Yield/Rate |  
|Assets                                                           |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Interest Earning Assets                                          |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Federal funds sold and other overnight investments               |  | $                 | 25,940  |             | $                 | 53         |  | 0.20   | %              |  | $           | 14,614  |            | $ | 291    |  | 1.99   | %
|Interest bearing balances in other banks                         |  |                   | 12,347  |             |                   | 56         |  | 0.45   | %              |  |             | 8,439   |            |   | 275    |  | 3.26   | %
|Investment securities (2)                                        |  |                   | 112,554 |             |                   | 5,145      |  | 4.57   | %              |  |             | 80,694  |            |   | 4,075  |  | 5.05   | %
|Loans                                                            |  |                   | 273,990 |             |                   | 15,972     |  | 5.83   | %              |  |             | 253,581 |            |   | 17,159 |  | 6.77   | %
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Total interest earning assets                                    |  |                   | 424,831 |             |                   | 21,226     |  | 5.00   | %              |  |             | 357,328 |            |   | 21,800 |  | 6.10   | %
|Noninterest Earning Assets                                       |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Cash and due from banks                                          |  |                   | 7,018   |             |                   |            |  |        |                |  |             | 5,413   |            |   |        |  |        |  
|Other assets                                                     |  |                   | 12,565  |             |                   |            |  |        |                |  |             | 13,949  |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Total Assets                                                     |  | $                 | 444,414 |             |                   |            |  |        |                |  | $           | 376,690 |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |           
|Liabilities and Stockholders Equity                             |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Interest Bearing Deposits                                        |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|NOW accounts                                                     |  | $                 | 27,211  |             | $                 | 51         |  | 0.19   | %              |  | $           | 26,145  |            | $ | 53     |  | 0.20   | %
|Money market accounts                                            |  |                   | 45,866  |             |                   | 413        |  | 0.90   | %              |  |             | 62,402  |            |   | 1,396  |  | 2.24   | %
|Savings accounts                                                 |  |                   | 140,874 |             |                   | 2,445      |  | 1.74   | %              |  |             | 71,090  |            |   | 1,851  |  | 2.60   | %
|Certificates of deposit                                          |  |                   | 96,987  |             |                   | 2,661      |  | 2.74   | %              |  |             | 89,799  |            |   | 3,647  |  | 4.06   | %
|Repurchase agreements                                            |  |                   | 14,912  |             |                   | 121        |  | 0.81   | %              |  |             | 16,749  |            |   | 257    |  | 1.53   | %
|Long-term borrowings                                             |  |                   | 40,000  |             |                   | 1,240      |  | 3.06   | %              |  |             | 39,708  |            |   | 1,229  |  | 3.10   | %
|Junior subordinated debt                                         |  |                   | 5,000   |             |                   | 204        |  | 4.02   | %              |  |             | 5,000   |            |   | 332    |  | 6.64   | %
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Total interest bearing liabilities                               |  |                   | 370,850 |             |                   | 7,135      |  | 1.93   | %              |  |             | 310,893 |            |   | 8,765  |  | 2.82   | %
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Noninterest Bearing Liabilities                                  |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Demand deposit accounts                                          |  |                   | 39,239  |             |                   |            |  |        |                |  |             | 37,819  |            |   |        |  |        |  
|Other liabilities                                                |  |                   | 1,729   |             |                   |            |  |        |                |  |             | 1,577   |            |   |        |  |        |  
|Stockholders Equity                                             |  |                   | 32,596  |             |                   |            |  |        |                |  |             | 26,401  |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|Total Liabilities and Stockholders Equity                       |  | $                 | 444,414 |             |                   |            |  |        |                |  | $           | 376,690 |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  
|                                                                 |  |                   |         |             |                   |           
|Interest rate spread                                             |  |                   |         |             |                   |            |  | 3.07   | %              |  |             |         |            |   |        |  | 3.28   | %
|Ratio of interest earning assets to interest bearing liabilities |  |                   |         |             |                   |            |  | 114.56 | %              |  |             |         |            |   |        |  | 114.94 | %
|Net interest income and net interest margin                      |  |                   |         |             | $                 | 14,091     |  | 3.32   | %              |  |             |         |            | $ | 13,035 |  | 3.65   | %
|                                                                 |  |                   |         |             |                   |            |  |        |                |  |             |         |            |   |        |  |        |  



|(1) | No tax-equivalent adjustments are made, as the effect would not be material.
|--- | ----------------------------------------------------------------------------

|(2) | Includes Federal Reserve and Federal Home Loan Bank stock.
|--- | ----------------------------------------------------------

Risk Management

The Board of Directors is the foundation for effective corporate
governance and risk management. The Board demands accountability of management, keeps stockholders and other constituencies interests in focus, advocates the upholding of the Companys code of ethics, and fosters a strong internal
control environment. Through its Audit Committee, the Board actively reviews critical risk positions, including market, credit, liquidity, and operational risk. The Companys goal in managing risk is to reduce earnings volatility, control
exposure to unnecessary risk, and ensure appropriate returns for risk assumed. Senior management manages risk at the business line level, supplemented with corporate-level oversight through the Asset Liability Committee, internal audit and quality
control functions.

Liquidity Risk Management and Capital Resources

The objective of liquidity management is to ensure that the cash flow requirements of depositors and borrowers, as well as the operating cash needs of the Company are met, taking into account all on- and
off-balance sheet funding demands. Liquidity management also includes ensuring that cash flow needs are met at a reasonable cost. Liquidity risk arises from the possibility the Company may not be able to satisfy current or future financial
commitments, or the Company may become unduly reliant on alternative funding sources. The Company maintains a liquidity risk management policy to address and manage this risk. The policy identifies the primary sources of liquidity, establishes
procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements which comply with regulatory guidance. The policy is updated at a minimum on a yearly basis. The liquidity position is continually monitored and
reported monthly to the Board of Directors.



15



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##### Table of Contents

Deposits, commercial reverse repurchase agreements, and lines of credit are the primary sources of the
Banks funds for lending and investing activities. As of December 31, 2009 the Companys deposit and repurchase agreement balances increased $51.8 million or 16.6% over December 31, 2008 balances. At December 31, 2009 the
Company also had available both secured and unsecured lines of credit with the Federal Home Loan Bank and correspondent banks totaling $15.5 million. Secondary sources of funds are derived from loan repayments and investment maturities. Loan
repayments and investment maturities can be considered a relatively stable funding source, while deposit activity is greatly influenced by interest rates, general market conditions and competition.

The Bank offers a variety of retail deposit account products to both consumer and commercial deposit customers. The Banks deposit accounts consist of
savings, NOW accounts, checking accounts, money market accounts and certificate of deposit accounts. The Bank also offers individual retirement accounts. Time deposits comprised 27.7% of the deposit portfolio at December 31, 2009. Core
deposits, considered to be noninterest bearing and interest bearing demand deposit accounts, savings deposits and money market accounts, accounted for 72.4% of the deposit portfolio at December 31, 2009. This represents a 3.1% increase in the
percentage of core deposits to total deposits. Core deposits accounted for 69.2% of the deposit portfolio at December 31, 2008.

The Bank
intends to continue to emphasize retail deposit accounts as its primary source of liquidity. The Banks high yield Superior Savings product totaled $132.7 million at December 31, 2009 an increase of 69.0% from the $83.5 million in Superior
Savings balances at December 31, 2008. Deposit products are promoted in periodic newspaper advertisements, along with notices provided in customer account statements. The Banks market strategy is based on its reputation as a community
bank providing quality products and personal customer service.

The Bank pays interest rates on interest bearing deposit products competitive
with rates offered by other financial institutions in its market area, and in certain deposit categories may lead the market. Interest rates on deposits are reviewed by management which considers a number of factors including: (1) the
Banks internal cost of funds; (2) rates offered by competing financial institutions; (3) investing and lending opportunities; and (4) the Banks liquidity position.

Jumbo certificates of deposit are accounts of $100,000 or more. These accounts totaled $55.6 million at December 31, 2009 and consisted principally of
time certificates of deposit. The following table sets forth the amount and maturity of jumbo certificates of deposit at December 31, 2009:



|                       |        |                                       |   |                                   |  |                      |       |       |   |       |  |   |       
|---------------------- | ------ | ------------------------------------- | - | --------------------------------- |  | -------------------- | ----- | ----- | - | ----- |  | - | ------
|Three Monthsor Less    |        | Greater thanThree Monthsto Six Months |   | Greater thanSix Monthsto One Year |  | Greater thanOne Year |       | Total
|(Dollars in thousands)
|$                      | 16,905 |                                       | $ | 33,003                            |  | $                    | 4,047 |       | $ | 1,688 |  | $ | 55,643
|                       |        |                                       |   |                                   |  |                      |       |       |   |       |  |   |       

Securities sold under agreements to repurchase represent transactions
with customers for correspondent or commercial account cash management services. These are overnight borrowing arrangements with interest rates discounted from the federal funds sold rate. Securities underlying the repurchase agreements are
maintained in the Companys control. For the years ended December 31, 2009 and 2008, the average cost of these borrowings was 0.81% and 1.53%, respectively.

The Bank maintains a secured borrowing line with the Federal Home Loan Bank (FHLB) with the potential to draw up to $177.7 million, and may borrow up to $15.5 million under secured and unsecured lines
established with correspondent commercial banks. In addition, the Bank has the ability to borrow directly from the Federal Reserve Bank discount window. At December 31, 2009, the Bank had advances outstanding of $40.0 million under the Federal
Home Loan Banks convertible advance program and had no borrowings outstanding under its secured and unsecured lines of credit.

Potential adverse impacts on liquidity can occur as a result of changes in the estimated cash flows from investment, loan, and deposit portfolios. The Bank manages this inherent risk by maintaining a portfolio of available for sale
investments and through secondary sources of liquidity including FHLB advances and reverse repurchase agreements. In addition, the Bank has the ability to increase its liquidity by raising interest rates on deposit accounts, selling loans in the
secondary market or curtailing the volume of loan originations.

The Bank maintains the majority of the assets held for liquidity purposes in
overnight federal funds and short-term interest bearing balances with banks.



16



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##### Table of Contents

Interest Rate Risk Sensitivity

Interest rate sensitivity is an important factor in the management of the composition and maturity configurations of the Companys interest earning assets and funding sources. Additionally, the
Banks profitability is dependent to a large extent upon its net interest income, which is the difference between its interest income on interest bearing assets, such as loans and investments, and its interest expense on its funding sources,
such as deposits and borrowings. Accordingly, the Banks results of operations and financial condition are largely dependent on movements in market interest rates and its ability to manage its assets in response to such movements.

The Bank attempts to manage fluctuations in interest rates by matching the maturities of its interest earning assets and interest bearing liabilities.
The Banks current strategy to manage its sensitivity to interest rate fluctuations is to emphasize adjustable rate loans and short and intermediate-term fixed rate loans. To reduce the negative impact of engaging in excessive fixed rate
lending in a volatile rate environment, the Bank uses a third party for settlement long-term fixed rate loans and sells the majority of those loans in the secondary market.

The following table summarizes the anticipated maturities or repricing of the Companys interest earning assets and interest bearing liabilities as of December 31, 2009, and the Companys
interest sensitivity gap (i.e., interest earning assets less interest bearing liabilities). A positive gap for any time period indicates that more interest earning assets will mature or reprice during that period than interest bearing liabilities.
The Companys goal is to maintain a cumulative gap position for the period of one year or less of plus or minus fifteen percent in order to mitigate the impact of changes in interest rates on liquidity, interest margins and operating results.
The actual results show the Bank to be negatively gapped cumulatively in the three to twelve month category. In the current interest rate environment this will allow the Company to continue to lower the cost of deposit liabilities.

The analysis presented below represents a modified gap position for interest sensitive assets and liabilities at December 31, 2009.

Interest Sensitivity Gap Analysis

December 31, 2009



|                                                                                     |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|------------------------------------------------------------------------------------ |  | ---------------------- | ------- | - | --------------------------------- | - | ------- | ----------------------------- |  | - | --------------- | -- |  | ----- | ------- | - |  | - | -------
|                                                                                     |  | WithinThreeMonths      |         |   | After Threebut withinTwelveMonths |   |         | After Onebut withinFive Years |  |   | AfterFive Years |    |  | Total
|                                                                                     |  | (Dollars in thousands)
|Assets                                                                               |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|Federal funds sold and other overnight investments                                   |  | $                      | 8,828   |   |                                   | $ |        |                               |  | $ |                |    |  | $     |        |   |  | $ | 8,828  
|Interest bearing balances with banks                                                 |  |                        | 10,000  |   |                                   |   |        |                               |  |   |                |    |  |       |        |   |  |   | 10,000 
|Investment securities (1)                                                            |  |                        | 21,933  |   |                                   |   | 24,005  |                               |  |   | 12,804          |    |  |       | 58,550  |   |  |   | 117,292
|Loans (2) (3)                                                                        |  |                        | 81,347  |   |                                   |   | 31,975  |                               |  |   | 109,544         |    |  |       | 42,325  |   |  |   | 265,191
|                                                                                     |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|                                                                                     |  | $                      | 122,108 |   |                                   | $ | 55,980  |                               |  | $ | 122,348         |    |  | $     | 100,875 |   |  | $ | 401,311
|                                                                                     |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|Liabilities                                                                          |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|Interest bearing liabilities                                                         |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|NOW accounts (5)                                                                     |  | $                      | 3,015   |   |                                   | $ | 6,030   |                               |  | $ | 21,107          |    |  | $     |        |   |  | $ | 30,152 
|Money market accounts (5)                                                            |  |                        | 23,637  |   |                                   |   | 5,912   |                               |  |   | 11,826          |    |  |       |        |   |  |   | 41,375 
|Savings accounts (5)                                                                 |  |                        | 27,392  |   |                                   |   | 54,784  |                               |  |   | 59,035          |    |  |       |        |   |  |   | 141,211
|Certificates of deposit (4)                                                          |  |                        | 27,894  |   |                                   |   | 51,498  |                               |  |   | 17,499          |    |  |       |        |   |  |   | 96,891 
|Commercial repurchase agreements                                                     |  |                        | 14,642  |   |                                   |   |        |                               |  |   |                |    |  |       |        |   |  |   | 14,642 
|Long-term borrowings                                                                 |  |                        | 15,000  |   |                                   |   | 5,000   |                               |  |   | 20,000          |    |  |       |        |   |  |   | 40,000 
|Junior subordinated debt                                                             |  |                        | 5,000   |   |                                   |   |        |                               |  |   |                |    |  |       |        |   |  |   | 5,000  
|                                                                                     |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|                                                                                     |  | $                      | 116,580 |   |                                   | $ | 123,224 |                               |  | $ | 129,467         |    |  | $     |        |   |  | $ | 369,271
|                                                                                     |  |                        |         |   |                                   |   |         |                               |  |   |                 |    |  |       |         |   |  |   |        
|                                                                                     |  |                        |         |   |                                  
|Interest sensitivity gap                                                             |  | $                      | 5,528   |   |                                   | $ | (67,244 | )                             |  | $ | (7,119          | )  |  | $     | 100,875 |   |  | $ | 32,040 
|Cumulative interest sensitivity gap                                                  |  | $                      | 5,528   |   |                                   | $ | (61,716 | )                             |  | $ | (68,835         | )  |  | $     | 32,040  |   |  |   |        
|Cumulative interest sensitivity gap as a percentage of total interest-earning assets |  |                        | 1.38    | % |                                   |   | (15.38  | )%                            |  |   | (17.15          | )% |  |       | 7.98    | % |  |   |        



|(1) | Net of Federal Reserve Bank, Federal Home Loan Bank stock and other equity investments, debt securities by call date.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(2) | Loans scheduled by contractual maturities.
|--- | ------------------------------------------

|(3) | Net of non-accrual loans of $16.7 million and deferred costs of $134 thousand.
|--- | ------------------------------------------------------------------------------

|(4) | Certificates of deposits scheduled by contractual maturities.
|--- | -------------------------------------------------------------

|(5) | NOW, savings and money market accounts are presented using decay rates and historical repricing patterns.
|--- | ---------------------------------------------------------------------------------------------------------

Investment Portfolio

At December 31,
2009, the Banks investment portfolio, which totaled $121.1 million, consisted primarily of U.S. Government Agency securities and mortgage-backed securities. Additionally, the Company owns $748,750 in stock of the Federal Reserve Bank of
Richmond, $2,511,400 in stock of the Federal Home Loan Bank of Atlanta (FHLB) and a $591 thousand investment in a

community development
activity qualified mutual fund.



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Investment decisions are made within policy guidelines established by the Board of Directors. It is the
Banks policy to invest in non-speculative debt instruments, particularly debt instruments that are guaranteed by the U.S. Government or an agency thereof, to maintain a diversified investment portfolio which complements the overall
asset/liability and liquidity objectives of the Bank, while limiting the related credit risk to an acceptable level. To meet the credit risk objectives, non-government debt instruments must have a rating of B or better to be held in the
portfolio. The Banks investment policy designates the investment portfolio to be classified as available-for-sale, unless otherwise designated. At December 31, 2009, 100% of the investment portfolio was classified
available-for-sale. The composition of securities at December 31 for each of the past five fiscal years was:



|                    |  |                        |         |      |   |        |  |      |        |      |   |        |  |   |       
|------------------- |  | ---------------------- | ------- | ---- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                    |  | 2009                   |         | 2008 |   | 2007   |  | 2006 |        | 2005
|                    |  | (Dollars in thousands)
|Available for Sale  |  |                        |         |      |   |        |  |      |        |      |   |        |  |   |       
|U.S. Agency         |  | $                      | 54,788  |      | $ | 47,297 |  | $    | 55,496 |      | $ | 51,127 |  | $ | 44,315
|State and Municipal |  |                        | 1,089   |      |   | 834    |  |      | 868    |      |   | 1,029  |  |   |      
|Mortgage-backed     |  |                        | 61,415  |      |   | 32,035 |  |      | 24,181 |      |   | 24,526 |  |   | 27,840
|Equity Securities   |  |                        | 591     |      |   | 564    |  |      | 541    |      |   | 511    |  |   |      
|                    |  |                        |         |      |   |        |  |      |        |      |   |        |  |   |       
|                    |  |                        |         |      |  
|Total Securities    |  | $                      | 117,883 |      | $ | 80,730 |  | $    | 81,086 |      | $ | 77,193 |  | $ | 72,155
|                    |  |                        |         |      |   |        |  |      |        |      |   |        |  |   |       

The following table presents maturities and weighted average yields
for investments in available-for-sale securities and other equity securities.

December 31, 2009



|                      |  |                        |       |       |                               |   |        |                          |       |  |      |        |  |       |        |  |      |  
|--------------------- |  | ---------------------- | ----- | ----- | ----------------------------- | - | ------ | ------------------------ | ----- |  | ---- | ------ |  | ----- | ------ |  | ---- | -
|                      |  | Years to Maturity      |      
|                      |  | Within One Year        |       |       | Within One Year to Five Years |   |        | Within Five to Ten Years |      
|                      |  | Amount                 |       | Yield |                               |   | Amount |                          | Yield |  |      | Amount |  | Yield |       
|                      |  | (Dollars in thousands) |      
|Available for Sale    |  |                        |       |       |                               |   |        |                          |       |  |      |        |  |       |        | 
|U.S. Agency           |  | $                      | 1,020 |       | 4.40                          | % |        | $                        | 9,189 |  | 3.19 | %      |  | $     | 17,916 |  | 4.49 | %
|State and Municipal   |  |                        |      |       | 0.00                          | % |        |                          | 118   |  | 4.20 | %      |  |       | 971    |  | 4.04 | %
|Mortgage-backed       |  |                        |      |       | 0.00                          | % |        |                          | 222   |  | 4.00 | %      |  |       | 10,907 |  | 4.97 | %
|                      |  |                        |       |       |                               |   |        |                          |       |  |      |        |  |       |        |  |      |  
|                      |  |                        |       |       |                               |  
|Total Debt Securities |  | $                      | 1,020 |       | 4.40                          | % |        | $                        | 9,529 |  | 3.22 | %      |  | $     | 29,794 |  | 4.65 | %
|                      |  |                        |       |       |                               |   |        |                          |       |  |      |        |  |       |        |  |      |  



|                      |  |                        |        |       |      |   |       |   |        
|--------------------- |  | ---------------------- | ------ | ----- | ---- | - | ----- | - | -------
|                      |  | Greater than Ten Years
|                      |  | Amount                 |        | Yield |      |   | Total
|Available for Sale    |  |                        |        |       |      |   |       |   |        
|U.S. Agency           |  | $                      | 26,663 |       | 5.12 | % |       | $ | 54,788 
|State and Municipal   |  |                        |       |       | 0.00 | % |       |   | 1,089  
|Mortgage-backed       |  |                        | 50,286 |       | 4.09 | % |       |   | 61,415 
|                      |  |                        |        |       |      |   |       |   |        
|                      |  |                        |       
|Total Debt Securities |  | $                      | 76,949 |       | 4.45 | % |       | $ | 117,292
|                      |  |                        |        |       |      |   |       |   |        

Actual maturities of these securities may differ from contractual
maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

Lending Activities

The types of loans that the Bank may originate are subject to federal laws and regulations. Interest rates charged by the Bank on loans
are affected by the demand for such loans and the supply of money available for lending purposes and the rates offered by competitors.

These
factors are, in turn, affected by, among other things, economic conditions, monetary policies of the federal government, including the Federal Reserve Board, and legislative tax policies.



18



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Analysis of Loans

The following table presents the composition of the loan portfolio over the previous five years:

As of December 31,



|                                  |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|--------------------------------- |  | ---------------------- | ------- | - | ------- | ----- | - | ------ | - | ------- | ------- |  | ----- | ------ |  | - | ------- | - |  | ------ | - |  | ------- | ------- | - | ------ | ----- | - | ------- | - | ------- | - |  | ----- | -
|                                  |  | 2009                   |         |   | 2008    |       |   | 2007   |   |         | 2006    |  |       | 2005   | 
|                                  |  | Amount                 |         |   | Percent |       |   | Amount |   |         | Percent |  |       | Amount |  |   | Percent |   |  | Amount |   |  | Percent |         |   | Amount |       |   | Percent |  
|                                  |  | (Dollars in thousands) |        
|Commercial loans                  |  | $                      | 59,900  |   |         | 21.2  | % |        | $ | 53,366  |         |  | 19.9  | %      |  | $ | 46,007  |   |  | 18.7   | % |  | $       | 40,545  |   |        | 18.3  | % |         | $ | 40,260  |   |  | 19.7  | %
|Real estate loans                 |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Commercial                        |  |                        | 82,168  |   |         | 29.2  | % |        |   | 78,215  |         |  | 29.1  | %      |  |   | 71,537  |   |  | 29.0   | % |  |         | 60,995  |   |        | 27.5  | % |         |   | 55,479  |   |  | 27.1  | %
|Construction                      |  |                        | 36,185  |   |         | 12.8  | % |        |   | 28,381  |         |  | 10.6  | %      |  |   | 24,563  |   |  | 10.0   | % |  |         | 23,304  |   |        | 10.5  | % |         |   | 25,646  |   |  | 12.5  | %
|One to four-family (1)            |  |                        | 57,098  |   |         | 20.2  | % |        |   | 66,964  |         |  | 24.9  | %      |  |   | 64,796  |   |  | 26.3   | % |  |         | 57,251  |   |        | 25.8  | % |         |   | 39,018  |   |  | 19.1  | %
|Home equity                       |  |                        | 34,262  |   |         | 12.2  | % |        |   | 27,072  |         |  | 10.1  | %      |  |   | 21,376  |   |  | 8.7    | % |  |         | 22,567  |   |        | 10.2  | % |         |   | 25,134  |   |  | 12.3  | %
|Consumer loans                    |  |                        | 12,479  |   |         | 4.4   | % |        |   | 14,422  |         |  | 5.4   | %      |  |   | 18,070  |   |  | 7.3    | % |  |         | 17,063  |   |        | 7.7   | % |         |   | 18,977  |   |  | 9.3   | %
|                                  |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Total loans                       |  |                        | 282,092 |   |         | 100.0 | % |        |   | 268,420 |         |  | 100.0 | %      |  |   | 246,349 |   |  | 100.0  | % |  |         | 221,725 |   |        | 100.0 | % |         |   | 204,514 |   |  | 100.0 | %
|                                  |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|                                  |  |                        |         |   |         |       |   |        |   |        
|Less:                             |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|(Unearned income), deferred costs |  |                        | (134    | ) |         |       |   |        |   | (204    | )       |  |       |        |  |   | (161    | ) |  |        |   |  |         | 45      |   |        |       |   |         |   | 66      |   |  |       |  
|Allowance for credit losses       |  |                        | (7,926  | ) |         |       |   |        |   | (4,123  | )       |  |       |        |  |   | (2,283  | ) |  |        |   |  |         | (1,976  | ) |        |       |   |         |   | (2,012  | ) |  |       |  
|                                  |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  
|Net loans receivable              |  | $                      | 274,032 |   |         |       |   |        | $ | 264,093 |         |  |       |        |  | $ | 243,905 |   |  |        |   |  | $       | 219,794 |   |        |       |   |         | $ | 202,568 |   |  |       |  
|                                  |  |                        |         |   |         |       |   |        |   |         |         |  |       |        |  |   |         |   |  |        |   |  |         |         |   |        |       |   |         |   |         |   |  |       |  



|(1) | Includes loans held for sale.
|--- | -----------------------------

The Banks
loan portfolio consists of commercial, commercial real estate, residential construction, one- to four-family residential mortgage, home equity and consumer loans. At December 31, 2009 the Banks loan portfolio totaled $282.1 million. All
of the loans in the Banks portfolio are either adjustable-rate with terms to maturity of 30 days to 30 years or short- to intermediate-term fixed-rate loans.

The following table presents the maturity distribution of the loan portfolio:

As of
December 31, 2009



|                       |  |                        |         |                                       |   |                    |  |                 |        |                 |   |        |  |   |    |  |   |        
|---------------------- |  | ---------------------- | ------- | ------------------------------------- | - | ------------------ |  | --------------- | ------ | --------------- | - | ------ |  | - | -- |  | - | -------
|                       |  | Due inOne Yearor Less  |         | Due afterOne Yearbut beforeFive Years |   | Due afterFiveYears |  | NonaccrualLoans |        | 90 DaysPast Due |   | Total 
|                       |  | (Dollars in thousands)
|Commercial loans       |  | $                      | 35,825  |                                       | $ | 15,751             |  | $               | 1,573  |                 | $ | 6,718  |  | $ | 33 |  | $ | 59,900 
|Real estate loans      |  |                        |         |                                       |   |                    |  |                 |        |                 |   |        |  |   |    |  |   |        
|Commercial             |  |                        | 14,211  |                                       |   | 49,920             |  |                 | 15,684 |                 |   | 2,353  |  |   |   |  |   | 82,168 
|Construction           |  |                        | 22,736  |                                       |   | 7,805              |  |                 |       |                 |   | 5,644  |  |   |   |  |   | 36,185 
|One to four-family (1) |  |                        | 12,662  |                                       |   | 24,812             |  |                 | 18,459 |                 |   | 1,165  |  |   |   |  |   | 57,098 
|Home equity loans      |  |                        | 23,482  |                                       |   | 1,653              |  |                 | 8,757  |                 |   | 370    |  |   |   |  |   | 34,262 
|Consumer loans         |  |                        | 1,233   |                                       |   | 5,755              |  |                 | 4,974  |                 |   | 517    |  |   |   |  |   | 12,479 
|                       |  |                        |         |                                       |   |                    |  |                 |        |                 |   |        |  |   |    |  |   |        
|Total loans            |  | $                      | 110,149 |                                       | $ | 105,696            |  | $               | 49,447 |                 | $ | 16,767 |  | $ | 33 |  | $ | 282,092
|                       |  |                        |         |                                       |   |                    |  |                 |        |                 |   |        |  |   |    |  |   |        



|                       |  |                    |        |              |   |        |  |   |        
|---------------------- |  | ------------------ | ------ | ------------ | - | ------ |  | - | -------
|                       |  | Due After One Year
|                       |  | FixedRate          |        | VariableRate |   | Total 
|Commercial loans       |  | $                  | 15,849 |              | $ | 1,476  |  | $ | 17,325 
|Real estate loans      |  |                    |        |              |   |        |  |   |        
|Commercial             |  |                    | 27,052 |              |   | 38,551 |  |   | 65,603 
|Construction           |  |                    | 2,524  |              |   | 5,281  |  |   | 7,805  
|One to four-family (1) |  |                    | 25,182 |              |   | 18,089 |  |   | 43,271 
|Home equity loans      |  |                    | 10,410 |              |   |       |  |   | 10,410 
|Consumer loans         |  |                    | 3,443  |              |   | 7,286  |  |   | 10,729 
|                       |  |                    |        |              |   |        |  |   |        
|Total loans            |  | $                  | 84,460 |              | $ | 70,683 |  | $ | 155,143
|                       |  |                    |        |              |   |        |  |   |        



|(1) | Includes loans held for sale.
|--- | -----------------------------

Commercial
Lending. The Bank offers commercial business loans to businesses operating in the Banks primary market area. These loans consist of lines of credit, which may require an annual repayment, adjustable-rate loans with terms of five to seven



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years, and fixed-rate loans with terms of up to five years. Such loans are generally secured by receivables, inventories, equipment and other assets of the business. The Bank generally requires
personal guarantees on its commercial loans. The Bank also offers unsecured commercial loans to businesses on a selective basis. These types of loans are made to existing customers and are of a short duration, generally one year or less. The Bank
also originates commercial loans which are guaranteed by the Small Business Administration. The Bank has been a participant in a variety of SBA loan programs.

Commercial Real Estate Lending. The Bank originates adjustable-rate commercial real estate loans that are generally secured by properties used for business purposes such as small office buildings
and retail facilities located in the Banks primary market area. The Banks underwriting procedures provide that commercial real estate loans may generally be made in amounts up to 80-85% of the lower of the appraised value or sales price
of the property, subject to the Banks current loans-to-one-borrower limit, which at December 31, 2009, was $6.3 million. These loans may be made with terms up to 30 years if owner occupied and are generally offered at interest rates which
adjust annually or annually after an initial three-, five- or seven-year period in accordance with the prime rate, or the 3 and 5 year U.S. Constant Maturity Indices as reported in the Wall Street Journal. In reaching a decision whether to make a
commercial real estate loan, the Bank considers the value of the real estate to be financed and the credit strength of the borrower and/or the lessee of the real estate project. The Bank has generally required that properties securing commercial
real estate loans have debt service coverage ratios of at least 1.2:1.

Loans secured by commercial real estate properties generally involve
larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the
properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks through its underwriting standards, which require such loans to be qualified on the basis of
the propertys value, debt service coverage ratio, and, under certain circumstances, additional collateral. The Bank generally requires personal guarantees on its commercial real estate loans.

Construction Lending. The Bank originates construction loans on both one- to four-family residences and on commercial real estate properties. The
Bank originates two types of residential construction loans, consumer and builder. The Bank originates consumer construction loans to build a primary residence, a secondary residence, or an investment or rental property. The Bank will originate
builder construction loans to companies engaged in the business of constructing homes for resale. These loans may be for homes currently under contract for sale, model homes from which other homes will be marketed within a subdivision or, on a very
limited basis, homes built for speculative purposes to be marketed for sale during construction. The Bank offers permanent end-financing to the Banks construction loan customers generally on a 3/1 or 5/1 ARM basis.

The Bank originates land acquisition and development loans with the source of repayment being either the sale of finished lots or the sale of homes to be
constructed on the finished lots. The Bank will originate land acquisition, development, and construction loans on a revolving line of credit basis for subdivisions whereby the borrower may draw upon such line of credit as lots are sold for the
purpose of improving additional lots. Construction loans are generally offered with terms up to twelve months for consumer and builder loans, and up to twenty-four months for land development loans.

Construction loans are generally made in amounts up to 80% of the appraised market value of the security property. During construction, loan proceeds are
disbursed in draws as construction progresses based upon inspections of work in place by independent construction inspectors.

At
December 31, 2009, the Bank had construction loans, including land acquisition and development loans, totaling $36.2 million, or 12.8% of the Banks total loan portfolio, of which $4.0 million consisted of one- to four-family residential
construction loans, $10.4 million consisted of commercial real estate construction loans and $21.8 million consisted of land acquisition and development loans. Construction loans are generally considered to involve a higher degree of credit risk
than long-term financing of improved, owner-occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the security propertys value upon completion of construction as compared to
the estimated costs of construction, including interest. Also, the Bank assumes certain risks associated with the borrowers ability to complete construction in a timely and workmanlike manner. If the estimate of value proves to be inaccurate,
or if construction is not performed timely or accurately, the Bank may be faced with a project which, when completed, has a value that is insufficient to assure full repayment.

One- to Four-Family Residential Mortgage Lending. The Bank currently offers both fixed-rate and adjustable-rate mortgage loans, first and second mortgage loans secured by one- to four-family
residences and lot loans for one- to four-family residences located throughout the Baltimore-Washington Metropolitan area. It is currently the general policy of the Bank to originate for sale in the secondary market one- to four-family fixed-rate
residential mortgage loans which conform, except as to size, to the underwriting standards of Fannie Mae and Freddie Mac, and to originate for investment adjustable rate one- to four-family residential mortgage loans. The Bank generally does not
retain the servicing rights of loans it sells and sells such loans without recourse, with the exception of recourse in the event of breaches in any representations or warranties made by the Bank. The Bank recognizes, at the time of sale, the cash
gain or loss on the sale of the loans based on the difference between the net cash proceeds received and the carrying value of the loans sold. One- to four-family loans currently held for sale totaled $3.3 million at December 31, 2009. One-



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to four-family mortgage loan originations are generally obtained from the Banks loan representatives and their contacts in the local real estate industry, direct contacts made by the
Banks and the Companys directors, existing or past customers, and members of the local communities.

At December 31, 2009,
one- to four-family residential mortgage loans totaled $57.1 million, or 20.2% of total loans. Of the one-to four-family mortgage loans outstanding at that date, $28.3 million were fixed-rate loans with terms of up to fifteen years with a balloon
payment at the end of the term, and $28.8 million were adjustable-rate loans with terms of up to 30 years and interest rates which adjust annually from the outset of the loan or which adjust annually after a 3 or 5 year initial period in which the
loan has a fixed rate. The interest rates for the majority of the Banks adjustable-rate mortgage loans are indexed to the one-year Treasury Constant Maturity Index. Interest rate increases on such loans are limited to a 2% annual adjustment
cap with a maximum adjustment of 6% over the life of the loan.

The origination of adjustable-rate residential mortgage loans, as opposed to
fixed-rate residential mortgage loans, helps to reduce the Banks exposure to increases in interest rates. However, adjustable-rate loans generally pose credit risks not inherent in fixed-rate loans, primarily because as interest rates rise,
the underlying payments of the borrower rise, thereby increasing the potential for default.

Periodic and lifetime caps on interest rate
increases help to reduce the risks associated with the Banks adjustable-rate loans, but also limit the interest rate sensitivity of its adjustable-rate mortgage loans.

The Bank currently originates one- to four-family residential mortgage loans in amounts typically up to 80% (or higher with private mortgage insurance) of the lower of the appraised value or the selling
price of the property securing the loan. Mortgage loans originated by the Bank generally include due-on-sale clauses which provide the Bank with the contractual right to deem the loan immediately due and payable in the event the borrower transfers
ownership of the property without the Banks consent. Due-on-sale clauses are an important means of adjusting the yields on the Banks fixed-rate mortgage loan portfolio and the Bank has generally exercised its rights under these clauses.

Home Equity Lending. As of December 31, 2009, home equity loans totaled $34.3 million, or 12.2% of the Banks total loan
portfolio. Fixed-rate, fixed-term home equity loans and adjustable rate home equity lines of credit are generally offered in amounts up to 80% of the market value of the security property. Home equity lines of credit are offered with terms up to
twenty years. Of the $34.3 million in home equity loans, $10.4 million are fixed rate with terms up to 10 years. The remaining $23.9 million of the Banks home equity loans are adjustable rate and reprice with changes in the Wall Street
Journal prime rate.

Consumer Lending. The Banks portfolio of consumer loans primarily consists of adjustable rate, personal
lines of credit and generally fixed rate installment loans secured by new or used automobiles, new or used boats, and loans secured by deposit accounts. At December 31, 2009, consumer loans totaled $12.4 million or 4.4% of total loans
outstanding. Consumer loans are generally originated in the Banks primary market area.

Provision for Credit Losses and Credit Risk
Management

Originating loans involves a degree of risk that credit losses will occur in varying amounts according to, among other factors,
the type of loans being made, the credit-worthiness of the borrowers over the term of the loans, the quality of the collateral for the loan, if any, as well as general economic conditions.

The Banks allowance for credit losses is established through a provision for loan losses based on managements evaluation of the risks inherent
in its loan portfolio and the general economy. The allowance for credit losses is maintained at an amount management considers adequate to cover estimated losses in loans receivable which are deemed probable and estimable based on information
currently known to management. The Bank estimates an acceptable allowance for credit loss with the objective of quantifying portfolio risk into a dollar figure of inherent losses, thereby translating the subjective risk value into an objective
number. Emphasis is placed on independent external loan reviews and regular internal reviews. The determination of the allowance for loan losses is based on a combination of the higher of the Banks historical loss experience or the peer group
average historical loss experience and ten (10) qualitative factors for specific categories and types of loans. The combination of the loss experience factor and the total qualitative factors (Total ALLL Factor) is expressed as a
percentage of the portfolio for specific categories and types of loans to create the inherent loss index for each loan portfolio. Individual loans deemed impaired are separated from the respective loan portfolios and a specific reserve allocation is
assigned based upon Bank managements best estimate as to the loss exposure for each loan. Each Total ALLL Factor is assigned a percentage weight and that total weight is applied to each loan category. The Total ALLL Factor is different for
each loan type and for each risk assessment category within each loan type.



| |  |  | The Banks historical loss experience is calculated by aggregating the actual loan losses by category for the previous eight quarters and
converting that total into a percentage for each loan category.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Peer Group average loss experience is calculated by averaging the industry loss experience by loan category over the last three full years and the
current year to date. (Based upon the current economic and industry conditions, Bank management has shortened the look back at peer group loss experience to include an average of the last full year and the current year to date).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Qualitative factors include: levels and trends in delinquencies and non-accruals; trends in volumes and terms of loans; effects of any changes in
lending policies; the experience, ability and depth of management; national and local economic trends and conditions; concentrations of credit; quality of the banks loan review system; and, external factors, such as competition, legal and
regulatory requirements.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The total allowance for credit losses required thus changes as the percentage weight assigned to
each Total ALLL Factor is increased or decreased due to its particular circumstance, as the various types and categories of loans change as a percentage of total loans and as the aggregate of specific allowances is adjusted due to an increase or
decrease in impaired loans.

Management believes this approach effectively measures the risk associated with any particular loan or group of
loans. The Banks Board of Directors engages an independent loan review consultant to evaluate the adequacy of the Banks allowance for credit losses. In addition, various regulatory agencies, as an integral part of their examination
process, periodically review the Banks allowance for credit losses. Such agencies may require the Bank to make additional provisions for estimated credit losses based upon judgments different from those of management. The Bank recorded a total
provision for credit losses of $6.5 million for the year ended December 31, 2009 and $2.4 million in 2008. The aggregate provision was based upon the results of quarterly evaluations using a combination of factors including the level of
nonperforming loans, the Banks growth in total gross loans and the Banks net credit loss experience. Total gross loans increased by $13.7 million for the year ended December 31, 2009. The Bank recorded charge-offs of $2.8 million on
loans deemed uncollectible and recovered $112 thousand on previously charged-off loans. As of December 31, 2009, the Banks allowance for credit losses was $7.9 million or 2.81% of total loans and 47.2% of nonperforming loans as compared
to $4.1 million, or 1.54% of total loans and 65.5% of nonperforming loans as of December 31, 2008. The Bank had total nonperforming loans of $16.8 million at December 31, 2009 and $6.3 million at December 31, 2008, and nonperforming
loans to total loans of 5.96% and 2.35% at December 31, 2009 and December 31, 2008, respectively.

The Bank places loans on a
nonaccrual status after 90 days of not having received contractual principal or interest payments unless the loan is well secured and in the process of collection. In addition the Bank maintains a watch list of loans on a monthly basis that warrant
more than the normal level of management supervision. At December 31, 2009 the Bank had approximately $20.5 million in watch list loans compared to $24.0 million at December 31, 2008.

We continue to experience weaknesses in our residential construction, home equity, commercial mortgage and one-to-four family residential loan portfolios as
loan delinquencies increase, collateral values decline and the potential for foreclosures increases. General downward economic trends and increasing unemployment have negatively impacted the credit performance of commercial and consumer credit,
resulting in additional write-downs and loans placed on nonaccrual. At December 31, 2009 $16.8 million in loans were classified as nonaccrual compared to $4.3 at December 31, 2008. Approximately 40.1% of the year-end nonaccrual total
consisted of commercial loans with approximately 29.1% of the total acquisition and development loans. Commercial mortgages accounted for approximately 14.0% of the total while one- to four-family loans totaled 10.5%, home equity 3.2% and consumer
and installment loans 3.1%.

The Bank continues to monitor and modify its allowance for credit losses as conditions dictate. While management
believes that, based on information currently available, the Banks allowance for credit losses is sufficient to cover losses inherent in its loan portfolio at this time, no assurances can be given that the Banks level of allowance for
credit losses will be sufficient to cover future loan losses incurred by the Bank or that future adjustments to the allowance for credit losses will not be necessary if economic and other conditions differ substantially from economic and other
conditions at the time management determined the current level of the allowance for credit losses. Management may in the future increase the level of the allowance as its loan portfolio increases or as circumstances dictate.



22



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The following table presents the allocation of the allowance for credit losses, reflecting use of the
methodology presented above, along with the percentage of total loans in each category.

At December 31,



|                       |  |        |       |          |       |   |        |   |          |  |       |  
|---------------------- |  | ------ | ----- | -------- | ----- | - | ------ | - | -------- |  | ----- | -
|                       |  | 2009   |       |          | 2008  |  
|                       |  | Amount |       | Loan Mix |       |   | Amount |   | Loan Mix | 
|(Dollars in thousands) |  |        |       |          |       |   |        |   |          | 
|Amount applicable to:  |  |        |       |          |       |   |        |   |          |  |       |  
|Commercial             |  | $      | 2,923 |          | 21.2  | % |        | $ | 1,211    |  | 19.9  | %
|Real estate            |  |        |       |          |       |   |        |   |          |  |       |  
|Commercial             |  |        | 1,336 |          | 29.2  | % |        |   | 913      |  | 29.1  | %
|One to four-family     |  |        | 901   |          | 32.4  | % |        |   | 236      |  | 35.0  | %
|Construction           |  |        | 2,319 |          | 12.8  | % |        |   | 867      |  | 10.6  | %
|Consumer               |  |        | 447   |          | 4.4   | % |        |   | 896      |  | 5.4   | %
|                       |  |        |       |          |       |   |        |   |          |  |       |  
|Total allowance        |  | $      | 7,926 |          | 100.0 | % |        | $ | 4,123    |  | 100.0 | %
|                       |  |        |       |          |       |   |        |   |          |  |       |  

Analysis of Credit Risk

Activity in the allowance for credit losses for the two years ended December 31 is shown below:



|                                                        |  |      |         |   |      |   |         |  
|------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                        |  | 2009 |         |   | 2008 |  
|Total loans outstanding - at December 31 (1)            |  | $    | 281,958 |   |      | $ | 268,216 |  
|Average loans outstanding for the year                  |  |      | 273,990 |   |      |   | 253,581 |  
|                                                        |  |     
|Allowance for credit losses at beginning of period      |  | $    | 4,123   |   |      | $ | 2,283   |  
|                                                        |  |      |         |   |      |   |         |  
|Provision charged to expense                            |  |      | 6,540   |   |      |   | 2,375   |  
|                                                        |  |      |         |   |      |   |         |  
|Chargeoffs:                                             |  |      |         |   |      |   |         |  
|Commercial loans                                        |  |      | 519     |   |      |   | 259     |  
|Real estate loans                                       |  |      | 1,572   |   |      |   |        |  
|Consumer and other loans                                |  |      | 758     |   |      |   | 296     |  
|                                                        |  |      |         |   |      |   |         |  
|Total                                                   |  |      | 2,849   |   |      |   | 555     |  
|                                                        |  |      |         |   |      |   |         |  
|Recoveries:                                             |  |      |         |   |      |   |         |  
|Commercial loans                                        |  |      | 95      |   |      |   |        |  
|Real estate loans                                       |  |      |        |   |      |   |        |  
|Consumer and other loans                                |  |      | 17      |   |      |   | 20      |  
|                                                        |  |      |         |   |      |   |         |  
|Total                                                   |  |      | 112     |   |      |   | 20      |  
|                                                        |  |      |         |   |      |   |         |  
|                                                        |  |     
|Net charge-offs                                         |  |      | 2,737   |   |      |   | 535     |  
|                                                        |  |      |         |   |      |   |         |  
|Allowance for credit losses at end of year              |  | $    | 7,926   |   |      | $ | 4,123   |  
|                                                        |  |      |         |   |      |   |         |  
|                                                        |  |     
|Allowance for credit losses as a percent of total loans |  |      | 2.81    | % |      |   | 1.54    | %
|Net charge-offs as a percent of average loans           |  |      | 1.00    | % |      |   | 0.21    | %



|(1) | Net of deferred fees and costs.
|--- | -------------------------------

Nonperforming Loans and Other Delinquent Assets

Management performs reviews of all delinquent loans. Management will generally
classify loans as nonaccrual when collection of full principal and interest under the original terms of the loan is not expected or payment of principal or interest has become 90 days past due. Classifying a loan as non-accrual results in the
Company no longer accruing interest on such loan and reversing any interest previously accrued but not collected. A nonaccrual loan may be restored to accrual status when delinquent principal and interest payments are brought current and future
monthly principal and interest payments are expected to be collected. The Company will recognize interest on nonaccrual loans only when received. As of December 31, 2009 and 2008, the Company had $16.8 and $4.3 million of nonaccrual loans,
respectively. (See the previous discussion under the heading Provision for Credit Losses and Credit Risk Management for additional comments regarding nonaccrual loan activity.)

During the third quarter of 2009, management moved a $4.8 million commercial loan secured by a first lien on the assets of two operating restaurants to
nonaccrual status. At origination, in addition to the first lien on the restaurants, a blanket lien on two life insurance policies with a cash surrender value of $7.5 million was presented as collateral. On May 13, 2009, Management discovered
the life insurance policies were fraudulent. As of December 31, 2009, the restaurants continue to operate and payments on the outstanding loan balance of $4.6 million continue to be made under the terms of a forbearance agreement, and



23



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##### Table of Contents

will be recognized by the Bank on a cash basis pending further developments. Management is evaluating the loans collateral position and various collection options, including but not limited
to, selling the restaurants that collateralize the loan or transferring the loan to individuals who could continue to operate the restaurants and make payments on the loan.

Property acquired by the Company as a result of foreclosure on a mortgage loan will be classified as real estate owned. Personal property acquired through repossession will be classified as
repossessed assets. Property acquired will be recorded at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carried at the lower of cost or net realizable value. Any required write-down
of the loan to its net realizable value will be charged against the allowance for credit losses. As of December 31, 2009 the Company held $2.4 million in real estate owned as a result of foreclosure. The Company held no real estate owned
at December 31, 2008. Property held as the result of repossession totaled $122 thousand at December 31, 2009 and $182 thousand at December 31, 2008.

The following table shows the amounts of nonperforming assets at December 31 for the past five years.



|                                                         |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|-------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ----- | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                                         |  | 2009                   |        |   | 2008 |   |       | 2007 |  |   | 2006   |   |  | 2005 |       
|                                                         |  | (Dollars in thousands) |       
|Nonaccrual loans:                                        |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|Commercial                                               |  | $                      | 6,718  |   |      | $ | 292   |      |  | $ | 116    |   |  | $    | 332    |   |  | $ | 90     |  
|Real estate                                              |  |                        | 9,532  |   |      |   | 3,397 |      |  |   | 532    |   |  |      | 332    |   |  |   | 780    |  
|Consumer                                                 |  |                        | 517    |   |      |   | 604   |      |  |   | 139    |   |  |      | 190    |   |  |   | 375    |  
|Accrual loans  past due 90 days                         |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|Commercial                                               |  |                        | 33     |   |      |   |      |      |  |   |       |   |  |      | 129    |   |  |   |       |  
|Real estate                                              |  |                        |       |   |      |   | 2,005 |      |  |   | 172    |   |  |      | 34     |   |  |   | 698    |  
|Consumer                                                 |  |                        |       |   |      |   |      |      |  |   |       |   |  |      |       |   |  |   |       |  
|Restructured loans                                       |  |                        |       |   |      |   |      |      |  |   |       |   |  |      |       |   |  |   |       |  
|                                                         |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming loans                                |  |                        | 16,800 |   |      |   | 6,298 |      |  |   | 959    |   |  |      | 1,017  |   |  |   | 1,943  |  
|Real estate owned                                        |  |                        | 2,398  |   |      |   |      |      |  |   |       |   |  |      | 60     |   |  |   |       |  
|Repossessed assets                                       |  |                        | 122    |   |      |   | 182   |      |  |   | 137    |   |  |      |       |   |  |   |       |  
|                                                         |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|Total nonperforming assets                               |  | $                      | 19,320 |   |      | $ | 6,480 |      |  | $ | 1,096  |   |  | $    | 1,077  |   |  | $ | 1,943  |  
|                                                         |  |                        |        |   |      |   |       |      |  |   |        |   |  |      |        |   |  |   |        |  
|                                                         |  |                        |        |   |     
|Allowance for credit losses to total nonperforming loans |  |                        | 47.18  | % |      |   | 65.47 | %    |  |   | 238.06 | % |  |      | 194.30 | % |  |   | 103.55 | %
|Ratio of nonperforming loans to total loans              |  |                        | 5.96   | % |      |   | 2.35  | %    |  |   | 0.39   | % |  |      | 0.46   | % |  |   | 0.95   | %
|Ratio of nonperforming assets to total assets            |  |                        | 4.35   | % |      |   | 1.64  | %    |  |   | 0.30   | % |  |      | 0.31   | % |  |   | 0.64   | %

Contractual Obligations

The Bank has various financial obligations, including contractual obligations and commitments that may require future cash payments.

The following table presents, as of December 31, 2009, significant fixed and determinable contractual obligations to third parties by payment date.



|                                |  |                        |         |                  |   |                  |  |                   |        |                    |   |       |  |   |       
|------------------------------- |  | ---------------------- | ------- | ---------------- | - | ---------------- |  | ----------------- | ------ | ------------------ | - | ----- |  | - | ------
|Payments due by Period          |  | Total                  |         | Lessthan oneyear |   | One tothreeyears |  | Threeto fiveyears |        | Morethan fiveyears
|                                |  | (Dollars in thousands)
|Deposits with a stated maturity |  | $                      | 96,891  |                  | $ | 79,392           |  | $                 | 14,291 |                    | $ | 3,208 |  | $ |      
|Long-term borrowings            |  |                        | 40,000  |                  |   |                 |  |                   |       |                    |   | 5,000 |  |   | 35,000
|Junior subordinated debentures  |  |                        | 5,000   |                  |   |                 |  |                   |       |                    |   |      |  |   | 5,000 
|Operating lease obligations     |  |                        | 11,332  |                  |   | 337              |  |                   | 1,504  |                    |   | 1,385 |  |   | 8,106 
|Data processing contracts       |  |                        | 1,540   |                  |   | 711              |  |                   | 829    |                    |   |      |  |   |      
|                                |  |                        |         |                  |   |                  |  |                   |        |                    |   |       |  |   |       
|                                |  | $                      | 154,763 |                  | $ | 80,440           |  | $                 | 16,624 |                    | $ | 9,593 |  | $ | 48,106
|                                |  |                        |         |                  |   |                  |  |                   |        |                    |   |       |  |   |       

Off-Balance Sheet Arrangements

As of December 31, 2009, the Company had a wholly-owned statutory trust formed for the purpose of issuing junior subordinated debentures in the form of
trust preferred securities. The statutory trust has not been consolidated with the holding company.

The Company does have significant
commitments to fund loans in the ordinary course of business. Such commitments and resulting off-balance sheet risk is discussed further in Note 6 to the consolidated financial statements.

With the exception of these off-balance sheet arrangements, the Company has no-off balance sheet arrangements that have or are reasonably likely to have a
material current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, capital expenditures or capital resources.



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Capital Management

Total stockholders equity was $32.6 million at December 31, 2009, representing an increase of $5.8 million or 21.7% from December 31, 2008. The growth of stockholders equity during
2009 as compared to the same period in 2008 was attributable to the infusion of capital under TARP. Under TARP, the U.S. Treasury created the CPP, pursuant to which it provides access to capital that will serve as Tier 1 capital to financial
institutions through a standardized program to acquire preferred stock (accompanied by warrants) from eligible financial institutions. On January 30, 2009, the Company sold 8,152 shares of the Companys Fixed Rate Cumulative
Preferred Stock, Series A (the Series A Preferred Stock), having a liquidation amount per share equal to $1,000, and a warrant to purchase 299,706 shares of the Companys common stock, at an exercise price of $4.08 per share, to the
Treasury under the CPP for a total purchase price of $8,152,000.

Offsetting the increase in stockholders equity derived from the TARP
was a loss of $1.7 million, $375 thousand and $67 thousand in preferred stock dividends and accretion, respectively and an increase in the Companys accumulated other comprehensive loss of $454 thousand resulting from lower market values of
securities available-for-sale. Stock based compensation, stock purchases through the Companys Employee Stock Purchase Plan and the exercise of options added $202 thousand to the stockholders equity for the period ended December 31,
2009.

Regulatory Capital Requirements

The Federal Reserves capital regulations require state member banks to meet two minimum capital standards: a 4% Tier 1 capital to total adjusted average assets ratio (the leverage
ratio), and an 8% risk-based capital ratio. Tier 1 capital is defined as common stockholders equity (including retained earnings), certain non-cumulative perpetual preferred stock and related paid in capital, and minority interests in equity
accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships.

The
risk-based capital standard requires the maintenance of Tier 1 and Total capital (which is defined as Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 4% and 8%, respectively. A well-capitalized institution has Tier 1 and
Total capital to risk-weighted assets of at least 6% and 10%, respectively and a leverage ratio of at least 5%. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a
risk-weight factor of 0% to 100%, as assigned by the Federal Reserve capital regulations based on the risks the agency believes are inherent in the type of asset. The regulators have recently added a market risk adjustment to cover a banks
trading account, and foreign exchange and commodity positions. The components of Tier 1 capital are equivalent to those discussed above. Tier 2 capital may include cumulative preferred stock, long-term perpetual preferred stock, mandatory
convertible securities, subordinated debt, intermediate preferred stock, and the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of Tier 2 capital included as part of total capital cannot exceed
100% of Tier 1 capital.

Trust preferred securities are considered regulatory capital for purposes of determining the Companys Tier 1
capital ratios.

At December 31, 2009, both the Companys and the Banks Tier 1 and Total Risk-based capital ratios were 12.5%
and 13.7%, respectively. The Bank was considered well-capitalized for regulatory purposes as of December 31, 2009.

Designation as a
well-capitalized institution under these regulations is not a recommendation or endorsement of the Company or the Bank by federal bank regulators.

See Note 19 of the Consolidated Financial Statements for more information on the Banks risk-based capital ratios.

Impact of
Inflation and Changing Prices

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting
principles generally accepted in the United States of America, 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. The impact of inflation is reflected in the increased cost of operations. Nearly all of the Companys assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance
than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.



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##### Table of Contents

|ITEM 7A. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Not applicable



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The following consolidated financial statements are filed with this report:

Report of Independent Registered Public Accounting Firm

Managements Report on Internal Control over Financial
Reporting

Consolidated Balance Sheets  December 31, 2009 and 2008

Consolidated Statements of (Loss) Income  For the years ended December 31, 2009 and 2008

Consolidated Statements of Changes in Stockholders Equity  For the years ended December 31, 2009 and 2008

Consolidated Statements of Cash Flows  For the years ended December 31, 2009 and 2008

Notes to Consolidated Financial Statements



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Managements Report

The Management of
Annapolis Bancorp, Inc. (the Company) is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. These financial statements are in conformity
with accounting principles generally accepted in the United States of America and, therefore, include amounts based on informed judgments and estimates. We also accept responsibility for the preparation of other financial information that is
included in this document.

Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Companys 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 generally accepted accounting principles, 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 the policies or procedures may deteriorate. Management assessed the
effectiveness of the Companys internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control-Integrated Framework. Based on this assessment management believes that the Company maintained effective internal control over financial reporting as of December 31, 2009.

This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation by the Companys independent 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.



|                                          
|------------------------------------------
|/s/ Richard M. Lerner                     
|Richard M. Lerner                         
|Chairman and Chief Executive Officer      
|                                          
|/s/ Edward J. Schneider                   
|Edward J. Schneider                       
|Principal Financial and Accounting Officer
|                                          
|March 25, 2010                            



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ANNAPOLIS BANCORP, INC.

Report of Independent Registered Public Accounting Firm

Board of Directors and
Stockholders

Annapolis Bancorp, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Annapolis Bancorp, Inc. and Subsidiaries (the Company) as of December 31, 2009 and 2008 and the related consolidated
statements of (loss) income, changes in stockholders equity and comprehensive (loss) income, and cash flows for each of the two years in the period ended December 31, 2009. These consolidated financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with 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 financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits 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 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 financial position of Annapolis Bancorp, Inc. and Subsidiaries as of December 31,
2009 and 2008 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.



/s/ Stegman & Company


Baltimore, Maryland

March 25, 2010



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ANNAPOLIS BANCORP, INC.



Consolidated Balance Sheets ($000)



|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|December 31,                                                                                                                                                                                                                            |  | 2009 |         |   | 2008 |  
|Assets                                                                                                                                                                                                                                  |  |      |         |   |      |   |         |  
|Cash and due from banks                                                                                                                                                                                                                 |  | $    | 5,936   |   |      | $ | 4,346   |  
|Interest bearing balances with banks                                                                                                                                                                                                    |  |      | 10,000  |   |      |   | 1,000   |  
|Federal funds sold                                                                                                                                                                                                                      |  |      | 8,828   |   |      |   | 23,768  |  
|Investment securities available for sale                                                                                                                                                                                                |  |      | 117,883 |   |      |   | 80,730  |  
|Federal Reserve Bank and Federal Home Loan Bank stock                                                                                                                                                                                   |  |      | 3,260   |   |      |   | 2,955   |  
|Loans held for sale                                                                                                                                                                                                                     |  |      | 3,296   |   |      |   | 344     |  
|Loans, less allowance for credit losses of $7,926 and $4,123                                                                                                                                                                            |  |      | 270,736 |   |      |   | 263,749 |  
|Premises and equipment, net                                                                                                                                                                                                             |  |      | 9,274   |   |      |   | 9,651   |  
|Accrued interest receivable                                                                                                                                                                                                             |  |      | 1,934   |   |      |   | 1,768   |  
|Deferred income taxes                                                                                                                                                                                                                   |  |      | 3,902   |   |      |   | 1,747   |  
|Investment in bank owned life insurance                                                                                                                                                                                                 |  |      | 4,226   |   |      |   | 4,085   |  
|Real estate owned                                                                                                                                                                                                                       |  |      | 2,398   |   |      |   |        |  
|Other assets                                                                                                                                                                                                                            |  |      | 2,659   |   |      |   | 773     |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|Total assets                                                                                                                                                                                                                            |  | $    | 444,332 |   |      | $ | 394,916 |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|                                                                                                                                                                                                                                        |  |     
|Liabilities and Stockholders Equity                                                                                                                                                                                                    |  |      |         |   |      |   |         |  
|Deposits                                                                                                                                                                                                                                |  |      |         |   |      |   |         |  
|Noninterest bearing                                                                                                                                                                                                                     |  | $    | 40,834  |   |      | $ | 39,065  |  
|Interest bearing                                                                                                                                                                                                                        |  |      | 309,629 |   |      |   | 261,562 |  
|Securities sold under agreements to repurchase                                                                                                                                                                                          |  |      | 14,642  |   |      |   | 12,639  |  
|Long-term borrowings                                                                                                                                                                                                                    |  |      | 40,000  |   |      |   | 40,000  |  
|Guaranteed preferred beneficial interests in junior subordinated debentures                                                                                                                                                             |  |      | 5,000   |   |      |   | 5,000   |  
|Accrued interest payable and other liabilities                                                                                                                                                                                          |  |      | 1,595   |   |      |   | 9,836   |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|Total liabilities                                                                                                                                                                                                                       |  |      | 411,700 |   |      |   | 368,102 |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|                                                                                                                                                                                                                                        |  |     
|Stockholders Equity                                                                                                                                                                                                                    |  |      |         |   |      |   |         |  
|Preferred stock, par value $0.01 per share; authorized 5,000,000 shares; Series A, $1,000 per share liquidation preference,
shares issued and outstanding 8,152 shares at December 31, 2009 and 0 at December 31, 2008, net of discount |  |      | 7,985   |   |      |   |        |  
|Common stock, par value $0.01 per share; authorized 10,000,000 shares; issued and outstanding 3,867,006 shares in 2009 and
3,842,943 shares in 2008                                                                                     |  |      | 39      |   |      |   | 38      |  
|Warrants                                                                                                                                                                                                                                |  |      | 234     |   |      |   |        |  
|Paid in capital                                                                                                                                                                                                                         |  |      | 11,500  |   |      |   | 11,299  |  
|Retained earnings                                                                                                                                                                                                                       |  |      | 13,368  |   |      |   | 15,517  |  
|Accumulated other comprehensive loss                                                                                                                                                                                                    |  |      | (494    | ) |      |   | (40     | )
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|Total stockholders equity                                                                                                                                                                                                              |  |      | 32,632  |   |      |   | 26,814  |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                              |  | $    | 444,332 |   |      | $ | 394,916 |  
|                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  

The accompanying notes are an integral part of these financial statements.



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ANNAPOLIS BANCORP, INC.



Consolidated Statements of (Loss) Income ($000
except per share data)



|                                                                                    |  |      |           |   |      |   |           |  
|----------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|Years Ended December 31,                                                            |  | 2009 |           |   | 2008 |  
|Interest and Dividend Income                                                        |  |      |           |   |      |   |           |  
|Loans, including fees                                                               |  | $    | 15,972    |   |      | $ | 17,159    |  
|Interest bearing deposits with banks                                                |  |      | 56        |   |      |   | 275       |  
|Federal funds sold and other overnight investments                                  |  |      | 53        |   |      |   | 291       |  
|Mortgage-backed securities                                                          |  |      | 2,462     |   |      |   | 1,220     |  
|U.S. Treasury securities and obligations of other U.S. Government agencies          |  |      | 2,573     |   |      |   | 2,676     |  
|State and municipal securities                                                      |  |      | 42        |   |      |   | 38        |  
|Equity securities                                                                   |  |      | 68        |   |      |   | 141       |  
|                                                                                    |  |      |           |   |      |   |           |  
|Total interest income                                                               |  |      | 21,226    |   |      |   | 21,800    |  
|                                                                                    |  |      |           |   |      |   |           |  
|Interest Expense                                                                    |  |      |           |   |      |   |           |  
|Certificates of deposit, $100,000 or more                                           |  |      | 1,099     |   |      |   | 1,384     |  
|Other deposits                                                                      |  |      | 4,471     |   |      |   | 5,563     |  
|Securities sold under agreements to repurchase                                      |  |      | 121       |   |      |   | 257       |  
|Interest on long-term borrowings                                                    |  |      | 1,444     |   |      |   | 1,561     |  
|                                                                                    |  |      |           |   |      |   |           |  
|Total interest expense                                                              |  |      | 7,135     |   |      |   | 8,765     |  
|                                                                                    |  |      |           |   |      |   |           |  
|Net interest income                                                                 |  |      | 14,091    |   |      |   | 13,035    |  
|Provision for credit losses                                                         |  |      | 6,540     |   |      |   | 2,375     |  
|                                                                                    |  |      |           |   |      |   |           |  
|Net interest income after provision for credit losses                               |  |      | 7,551     |   |      |   | 10,660    |  
|                                                                                    |  |      |           |   |      |   |           |  
|Noninterest Income                                                                  |  |      |           |   |      |   |           |  
|Service charges and fees on deposits                                                |  |      | 1,207     |   |      |   | 1,228     |  
|Mortgage banking fees                                                               |  |      | 98        |   |      |   | 58        |  
|Rental income                                                                       |  |      | 171       |   |      |   | 190       |  
|Other income                                                                        |  |      | 322       |   |      |   | 302       |  
|Net gain on sale of loans                                                           |  |      | 135       |   |      |   | 6         |  
|Net gain (loss) on sale of real estate owned and other assets                       |  |      | 56        |   |      |   | (31       | )
|                                                                                    |  |      |           |   |      |   |           |  
|Total noninterest income                                                            |  |      | 1,989     |   |      |   | 1,753     |  
|                                                                                    |  |      |           |   |      |   |           |  
|Noninterest Expense                                                                 |  |      |           |   |      |   |           |  
|Personnel                                                                           |  |      | 6,557     |   |      |   | 6,024     |  
|Occupancy and equipment                                                             |  |      | 1,525     |   |      |   | 1,286     |  
|Data processing                                                                     |  |      | 845       |   |      |   | 803       |  
|Marketing and advertising                                                           |  |      | 251       |   |      |   | 317       |  
|Legal and professional fees                                                         |  |      | 729       |   |      |   | 374       |  
|FDIC insurance                                                                      |  |      | 902       |   |      |   | 138       |  
|Other operating expenses                                                            |  |      | 1,596     |   |      |   | 1,383     |  
|                                                                                    |  |      |           |   |      |   |           |  
|Total noninterest expense                                                           |  |      | 12,405    |   |      |   | 10,325    |  
|                                                                                    |  |      |           |   |      |   |           |  
|                                                                                    |  |     
|(Loss) Income Before Income Taxes                                                   |  |      | (2,865    | ) |      |   | 2,088     |  
|Income Tax (Benefit) Expense                                                        |  |      | (1,158    | ) |      |   | 661       |  
|                                                                                    |  |      |           |   |      |   |           |  
|Net (Loss) Income                                                                   |  |      | (1,707    | ) |      |   | 1,427     |  
|Preferred Stock Dividend and Discount Accretion                                     |  |      | 442       |   |      |   |          |  
|                                                                                    |  |      |           |   |      |   |           |  
|Net (Loss) Income Available to Common Shareholders                                  |  | $    | (2,149    | ) |      | $ | 1,427     |  
|                                                                                    |  |      |           |   |      |   |           |  
|                                                                                    |  |     
|Basic (loss) earnings per common share                                              |  | $    | (0.56     | ) |      | $ | 0.37      |  
|Average common shares outstanding before the effect of grants, options and warrants |  |      | 3,857,957 |   |      |   | 3,883,763 |  
|Diluted (loss) earnings per common share                                            |  | $    | (0.56     | ) |      | $ | 0.35      |  
|Average common shares outstanding with the effect of grants, options and warrants   |  |      | 3,857,957 |   |      |   | 4,030,168 |  

The accompanying notes are an
integral part of these financial statements.



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ANNAPOLIS BANCORP, INC.



Consolidated Statements of Changes in
Stockholders Equity and Comprehensive (Loss) Income ($000)

For the years ended December 31, 2009 and 2008



|                                                                                |  |                |       |             |   |    |          |  |                |     |  |                  |        |   |                                   |   |        |                          |  |   |                            |   |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------- |  | -------------- | ----- | ----------- | - | -- | -------- |  | -------------- | --- |  | ---------------- | ------ | - | --------------------------------- | - | ------ | ------------------------ |  | - | -------------------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                                                |  | PreferredStock |       | CommonStock |   |    | Warrants |  | Paid inCapital |     |  | RetainedEarnings |        |   | AccumulatedOtherComprehensiveLoss |   |        | TotalStockholdersEquity |  |   | Comprehensive(Loss) Income |  
|BALANCE JANUARY 1, 2008                                                         |  | $              |      |             | $ | 40 |          |  | $              |    |  | $                | 12,589 |   |                                   | $ | 14,233 |                          |  | $ | (10                        | ) |  | $ | 26,852 |   |  |   |        |  
|Net income                                                                      |  |                |      |             |   |   |          |  |                |    |  |                  |       |   |                                   |   | 1,427  |                          |  |   |                           |   |  |   | 1,427  |   |  | $ | 1,427  |  
|Change in accounting principle for split dollar life insurance                  |  |                |      |             |   |   |          |  |                |    |  |                  |       |   |                                   |   | (143   | )                        |  |   |                           |   |  |   | (143   | ) |  |   | (143   | )
|Stock-based compensation                                                        |  |                |      |             |   |   |          |  |                |    |  |                  | 135    |   |                                   |   |       |                          |  |   |                           |   |  |   | 135    |   |  |   |        |  
|Stock options exercised                                                         |  |                |      |             |   |   |          |  |                |    |  |                  | 66     |   |                                   |   |       |                          |  |   |                           |   |  |   | 66     |   |  |   |        |  
|Employee stock purchase plan                                                    |  |                |      |             |   |   |          |  |                |    |  |                  | 13     |   |                                   |   |       |                          |  |   |                           |   |  |   | 13     |   |  |   |        |  
|Stock repurchased                                                               |  |                |      |             |   | (2 | )        |  |                |    |  |                  | (1,504 | ) |                                   |   |       |                          |  |   |                           |   |  |   | (1,506 | ) |  |   |        |  
|Unrealized loss on investment securities available for sale net of income taxes |  |                |      |             |   |   |          |  |                |    |  |                  |       |   |                                   |   |       |                          |  |   | (30                        | ) |  |   | (30    | ) |  |   | (30    | )
|                                                                                |  |                |       |             |   |    |          |  |                |     |  |                  |        |   |                                   |   |        |                          |  |   |                            |   |  |   |        |   |  |   |        |  
|                                                                                |  |                |       |             |   |    |          | 
|BALANCE DECEMBER 31, 2008                                                       |  |                |      |             |   | 38 |          |  |                |    |  |                  | 11,299 |   |                                   |   | 15,517 |                          |  |   | (40                        | ) |  |   | 26,814 |   |  | $ | 1,254  |  
|                                                                                |  |                |       |             |   |    |          |  |                |     |  |                  |        |   |                                   |   |        |                          |  |   |                            |   |  |   |        |   |  |   |        |  
|Net (loss)                                                                      |  |                |      |             |   |   |          |  |                |    |  |                  |       |   |                                   |   | (1,707 | )                        |  |   |                           |   |  |   | (1,707 | ) |  | $ | (1,707 | )
|Issuance of Series A, preferred stock                                           |  |                | 7,918 |             |   |   |          |  |                |    |  |                  |       |   |                                   |   |       |                          |  |   |                           |   |  |   | 7,918  |   |  |   |        |  
|Issuance of warrants to Purchase common stock                                   |  |                |      |             |   |   |          |  |                | 234 |  |                  |       |   |                                   |   |       |                          |  |   |                           |   |  |   | 234    |   |  |   |        |  
|Preferred stock dividends declared and discount accretion                       |  |                | 67    |             |   |   |          |  |                |    |  |                  |       |   |                                   |   | (442   | )                        |  |   |                           |   |  |   | (375   | ) |  |   |        |  
|Stock-based compensation                                                        |  |                |      |             |   |   |          |  |                |    |  |                  | 112    |   |                                   |   |       |                          |  |   |                           |   |  |   | 112    |   |  |   |        |  
|Issuance of restricted stock                                                    |  |                |      |             |   |   |          |  |                |    |  |                  | 57     |   |                                   |   |       |                          |  |   |                           |   |  |   | 57     |   |  |   |        |  
|Stock options exercised                                                         |  |                |      |             |   |   |          |  |                |    |  |                  | 20     |   |                                   |   |       |                          |  |   |                           |   |  |   | 20     |   |  |   |        |  
|Employee stock purchase plan                                                    |  |                |      |             |   | 1  |          |  |                |    |  |                  | 12     |   |                                   |   |       |                          |  |   |                           |   |  |   | 13     |   |  |   |        |  
|Unrealized loss on investment securities available for sale net of income taxes |  |                |      |             |   |   |          |  |                |    |  |                  |       |   |                                   |   |       |                          |  |   | (454                       | ) |  |   | (454   | ) |  |   | (454   | )
|                                                                                |  |                |       |             |   |    |          |  |                |     |  |                  |        |   |                                   |   |        |                          |  |   |                            |   |  |   |        |   |  |   |        |  
|                                                                                |  |                |       |             |   |    |          | 
|BALANCE DECEMBER 31, 2009                                                       |  | $              | 7,985 |             | $ | 39 |          |  | $              | 234 |  | $                | 11,500 |   |                                   | $ | 13,368 |                          |  | $ | (494                       | ) |  | $ | 32,632 |   |  | $ | (2,161 | )
|                                                                                |  |                |       |             |   |    |          |  |                |     |  |                  |        |   |                                   |   |        |                          |  |   |                            |   |  |   |        |   |  |   |        |  

The accompanying notes are an integral part of these financial statements.



31



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ANNAPOLIS BANCORP, INC.



Consolidated Statements of Cash Flows ($000)



|                                                                                  |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|Years Ended December 31,                                                          |  | 2009 |         |   | 2008 |  
|Cash Flows from Operating Activities                                              |  |      |         |   |      |   |         |  
|Net (loss) income                                                                 |  | $    | (1,707  | ) |      | $ | 1,427   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |      | 600     |   |      |   | 520     |  
|Provision for credit losses                                                       |  |      | 6,540   |   |      |   | 2,375   |  
|Origination of loans held for sale                                                |  |      | (28,960 | ) |      |   | (344    | )
|Proceeds from sale of loans held for sale                                         |  |      | 26,143  |   |      |   |        |  
|Proceeds from sale of repossessed assets                                          |  |      | 474     |   |      |   | 159     |  
|Stock-based compensation                                                          |  |      | 169     |   |      |   | 135     |  
|Deferred income taxes                                                             |  |      | (1,859  | ) |      |   | (891    | )
|Earnings on life insurance policies                                               |  |      | (141    | ) |      |   | (158    | )
|Amortization of premiums and accretion of discounts, net                          |  |      | 313     |   |      |   | 26      |  
|Gain on sale of real estate owned and other assets, net                           |  |      | (56     | ) |      |   | 31      |  
|Gain (loss) on sale of loans held for sale                                        |  |      | (135    | ) |      |   | (6      | )
|(Increase) decrease in:                                                           |  |      |         |   |      |   |         |  
|Accrued interest receivable                                                       |  |      | (166    | ) |      |   | 26      |  
|Prepaids and other assets                                                         |  |      | (1,948  | ) |      |   | (116    | )
|(Decrease) increase in                                                            |  |      |         |   |      |   |         |  
|Accrued interest payable                                                          |  |      | (76     | ) |      |   | 6       |  
|Accrued income taxes, net of taxes refundable                                     |  |      | 114     |   |      |   | (72     | )
|Deferred loan origination fees                                                    |  |      | (70     | ) |      |   | 42      |  
|Other liabilities                                                                 |  |      | 378     |   |      |   | 119     |  
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash (used in) provided by operations                                         |  |      | (387    | ) |      |   | 3,279   |  
|                                                                                  |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Cash Flows from Investing Activities                                              |  |      |         |   |      |   |         |  
|Proceeds from sales and maturities of securities available for sale               |  |      | 43,913  |   |      |   | 47,270  |  
|Purchase of securities available for sale                                         |  |      | (82,434 | ) |      |   | (47,908 | )
|Contract to purchase available for sale securities                                |  |      | (8,709  | ) |      |   | 8,709   |  
|Net decrease (increase) in federal funds sold                                     |  |      | 14,940  |   |      |   | (22,180 | )
|Net (increase) decrease in interest bearing certificates of deposit.              |  |      | (9,000  | ) |      |   | 10,500  |  
|Net increase in loans receivable                                                  |  |      | (16,213 | ) |      |   | (22,483 | )
|Purchases of premises and equipment, net                                          |  |      | (221    | ) |      |   | (995    | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash used in investing activities                                             |  |      | (57,724 | ) |      |   | (27,087 | )
|                                                                                  |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Cash Flows from Financing Activities                                              |  |      |         |   |      |   |         |  
|Net increase (decrease) in:                                                       |  |      |         |   |      |   |         |  
|Time deposits                                                                     |  |      | 4,402   |   |      |   | (2,635  | )
|Other deposits                                                                    |  |      | 45,434  |   |      |   | 11,673  |  
|Securities sold under agreements to repurchase                                    |  |      | 2,003   |   |      |   | (698    | )
|Short-term borrowings                                                             |  |      |        |   |      |   | (4,170  | )
|Proceeds from long-term borrowings                                                |  |      |        |   |      |   | 20,000  |  
|Issuance of preferred stock and warrants                                          |  |      | 8,152   |   |      |   |        |  
|Proceeds from stock options exercised                                             |  |      | 20      |   |      |   | 66      |  
|Proceeds from issuance of common stock                                            |  |      | 13      |   |      |   | 13      |  
|Payment of preferred stock dividend                                               |  |      | (323    | ) |      |   |        |  
|Stock repurchased                                                                 |  |      |        |   |      |   | (1,506  | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash provided by financing activities                                         |  |      | 59,701  |   |      |   | 22,743  |  
|                                                                                  |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Net increase (decrease) in cash and cash equivalents                              |  |      | 1,590   |   |      |   | (1,065  | )
|Cash and cash equivalents at beginning of year                                    |  |      | 4,346   |   |      |   | 5,411   |  
|                                                                                  |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Cash and cash equivalents at end of year                                          |  | $    | 5,936   |   |      | $ | 4,346   |  
|                                                                                  |  |      |         |   |      |   |         |  
|                                                                                  |  |     
|Supplemental Cash Flow Information                                                |  |      |         |   |      |   |         |  
|Interest paid, including interest credited to accounts                            |  | $    | 7,482   |   |      | $ | 8,762   |  
|Income taxes paid                                                                 |  |      | 857     |   |      |   | 1,811   |  
|Non-cash investing activities                                                     |  |      |         |   |      |   |         |  
|Transfers from loans to other assets and other real estate owned                  |  | $    | 3,111   |   |      | $ | 182     |  
|Change in accounting method for split dollar life insurance                       |  |      |        |   |      |   | (143    | )

The accompanying notes are an integral
part of these financial statements.



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ANNAPOLIS BANCORP, INC.



Notes to Consolidated Financial Statements ($000
except share data)

For the years ended December 31, 2009 and 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting
policies in the consolidated financial statements conform with accounting principles generally accepted in the United States of America and to general practices within the banking industry. Management makes estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions may affect the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates. Certain reclassifications have been made to the 2008 consolidated financial statements to conform with the 2009 presentation.

Business

Annapolis Bancorp, Inc. (the Company) was
incorporated on May 26, 1988, under the laws of the State of Maryland to serve as a bank holding company. The Company (as a bank holding company) and BankAnnapolis (the Bank) are subject to governmental supervision, regulation, and
control.

The principal business of the Bank is to make loans and other investments and to accept savings, and time and demand
deposits. The Banks primary market area is in Anne Arundel County, Maryland, although the Banks business development efforts generate business outside of the area. The Bank offers a broad range of banking products, including a full line
of business and personal savings and checking accounts, money market demand accounts, certificates of deposit and other banking services.

The Bank funds a variety of loan types including commercial and residential real estate loans, commercial term loans and lines of credit, consumer loans, and letters of credit. The Banks customers
are primarily individuals and small businesses.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BankAnnapolis and Annapolis
Bancorp Statutory Trust I. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements of Annapolis Bancorp, Inc. (Parent only) include its investment in the Bank under the equity method of
accounting.

Subsequent Events

The Company evaluates subsequent events that may occur after the date of the financial statements for potential recognition and/or disclosure in this Annual Report on Form 10-K.

Cash Equivalents

For
purposes of reporting cash flows, cash and demand balances due from banks are considered cash equivalents for financial reporting purposes.

Investment Securities

As securities are purchased, management determines
if the securities should be classified as held to maturity or available for sale. Securities which management has the intent and ability to hold to maturity are recorded at amortized cost. Securities which may be sold before maturity are classified
as available for sale and carried at fair value with unrealized gains and losses included in accumulated other comprehensive income, a separate component of stockholders equity, on an after-tax basis. Investments in Federal Home Loan Bank and
Federal Reserve stock are excluded from securities classified as available for sale and are carried at cost.

Declines in the
fair value of individual available for sale or held to maturity securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether an
other-than-temporary impairment has occurred include a downgrading of the security by the rating agency or a significant deterioration in the financial condition of the issuer.

Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This
analysis requires management to consider various factors, which include (1) duration and magnitude of the decline in value, (2) the financial condition of the issuer or issuers and (3) the structure of the security.

An impairment loss is recognized in earnings only when (1) the Bank intends to sell the debt security; (2) it is more likely than
not that the Bank will be required to sell the security before recovery of its amortized cost basis or (3) the Bank does not expect to recover the entire amortized cost basis of the security. In situations where the Bank intends to sell or when
it is more likely than not that the Bank will be required to sell the security, the entire impairment loss must be recognized in earnings. In all other situations, only the portion of the impairment loss representing the credit loss must be
recognized in earnings, with the remaining portion being recognized in stockholders equity as a component of other comprehensive income, net of deferred taxes.



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Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the
assets. Useful lives range from three to 10 years for furniture, fixtures, and equipment; three to five years for software, hardware, and data handling equipment; and 10 to 40 years for buildings and building improvements. Land improvements are
amortized over a period of 15 years; and leasehold improvements are amortized over the term of the respective lease plus the first optional renewal period, if applicable. Maintenance and repairs are charged to expense as incurred, while improvements
which extend the useful life are capitalized and depreciated over the estimated remaining life of the asset.

Loans Held for Sale

Beginning in 2008 the Company engaged in the sale of residential mortgage loans. Loans held for sale are carried at the
lower of aggregate cost or fair market value. Fair market value is determined by secondary market quotations for similar instruments. Gains and losses on the sale of these instruments are shown as a component of noninterest income in the
Consolidated Statement of Income.

The Companys current practice is to sell residential mortgage loans on a servicing
released basis, and, therefore, it has no intangible asset recorded for the value of such servicing as of December 31, 2009. The Company enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is
determined prior to funding (i.e. rate lock commitments). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. The period of time between issuance of a loan commitment and closing and
sale of the loan generally ranges from 15 to 60 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower
commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to losses nor will it realize gains related to its rate lock commitments due to changes in interest rates.

The market values of rate lock commitments and best efforts contracts are not readily ascertainable with precision because
rate lock commitments and best efforts contracts are not actively traded. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the rate lock commitments.

Loans

Loans are stated at
their principal balance outstanding, plus deferred origination costs, less unearned discounts, deferred origination fees, and the allowance for credit losses.

Interest on loans is credited to income based on the principal amounts outstanding. Origination fees and costs are amortized to income over the contractual life of the related loans as an adjustment of
yield. Discounts on the purchase of mortgage loans are amortized to income over the contractual lives of the loans.

Accrual
of interest on a loan is discontinued when the loan is delinquent more than ninety days unless the collateral securing the loan is sufficient to liquidate the loan. Management considers all loans where the accrual of interest has been discontinued
to be impaired.

Loans are considered impaired when, based on current information, it is probable that the Bank will not
collect all principal and interest payments according to contractual terms. Generally, loans are considered impaired once principal and interest payments are past due and they are placed on non-accrual. Management also considers the financial
condition of the borrower, cash flows of the loan and the value of the related collateral. Impaired loans do not include large groups of smaller balance homogeneous credits such as residential real estate and consumer installment loans, which are
evaluated collectively for impairment. Loans specifically reviewed for impairment are not considered impaired during periods of minimal delay in payment (usually ninety days or less) provided eventual collection of all amounts due is
expected. Impaired loans are measured based on the present value of expected future cash flows discounted at the loans effective interest rate, except that as a practical expedient, the Bank may measure impairment based on a loans
observable market price or the fair value of the collateral, if the loan is collateral dependent. The Bank recognizes interest income on impaired loans on a cash basis if the borrower demonstrates the ability to meet the contractual obligation and
collateral is sufficient. If there is doubt regarding the borrowers ability to make payments or the collateral is not sufficient, payments received are accounted for as a reduction in principal. Loans are returned to accrual status when all
principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit
Losses

The allowance for credit 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, actual loss experience, current economic events in specific industries and geographic 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



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cash flows on impaired loans, estimated losses on pools of homogenous loans based on historical loss experience and consideration of economic trends, all of which may be susceptible to
significant change. Credit losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for credit 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 components of the allowance for credit losses represent an estimation done pursuant to FASB guidance in Accounting for Contingencies, and Accounting by Creditors for Impairment of a
Loan. The specific component of the allowance for credit losses reflects expected losses resulting from analysis developed through credit allocations for individual loans and historical loss experience for each loan category The determination
of the allowance for loan losses is based on a combination of the higher of the Banks historical loss experience or the peer group average historical loss experience plus ten (10) qualitative factors for specific categories and types of
loans. The combination of the loss experience factor and the total qualitative factor (Total ALLL Factor) is expressed as a percentage of the portfolio for specific categories and types of loans to create the inherent loss index for each
loan portfolio. Individual loans deemed impaired are separated from the respective loan portfolios and a specific reserve allocation is assigned based upon Bank Managements best estimate as to the loss exposure for each loan. Each Total ALLL
Factor is assigned a percentage weight and that total weight is applied to each loan category. The Total ALLL Factor is different for each loan type and for each risk assessment category within each loan type.

Qualitative factors include: levels and trends in delinquencies and non-accruals; trends in volumes and terms of loans; effects of any
changes in lending policies; the experience, ability and depth of management; national and local economic trends and conditions; concentrations of credit; quality of the banks loan review system; and, external factors, such as competition,
legal and regulatory requirements.

Real Estate Owned

Real estate acquired in satisfaction of a debt is carried at the lower of cost or net realizable value. At the time of foreclosure, the excess if any, of the loan over the net realizable value of the
assets received is charged to the allowance for credit losses. Costs incurred in maintaining foreclosed real estate and subsequent write-downs to reflect declines in the fair value of the properties after acquisition are included in noninterest
expense.

Advertising Costs

Advertising costs are generally expensed when incurred.

Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return. The provision for income taxes is based upon income in the
financial statements adjusted for permanent differences, rather than amounts reported on the Companys income tax return. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date.

A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax
examination, presuming that a tax examination will occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the more likely than not
test, no benefit is recorded. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. No provisions are made for either uncertain tax positions or accompanying potential tax penalties and
interest for underpayments of income taxes in the Companys tax reserves. The application did not have a material effect on the Companys consolidated financial statements.

Earnings per Share

Basic earnings per common share is determined by
dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share is calculated by including the average dilutive common stock equivalents
outstanding during the period.

Dilutive common equivalent shares consist of stock warrants, options and restricted stock
grants, calculated using the treasury stock method.

Stock-Based Compensation

The fair value of stock-based awards is determined on the date of grant, and is recognized as compensation expense over the vesting period of
the awards.

New Accounting Pronouncements

All pending but not yet effective Accounting Standards Updates (ASU) were evaluated and only those listed below could have a material impact on the Companys financial condition or
results of operation.



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In April 2009, the FASB issued guidance (Fair Value Determination Guidance) in
the Fair Value Measurements and Disclosures Topic of the Accounting Standards Codification (ASC) regarding the determination of fair value in instances where market conditions result in either inactive markets for assets and liabilities
or disorderly transactions within markets. The Fair Value Determination Guidance affirms that the objective of fair value when the market for an asset is not active is the price that would be received to the sell the asset in an orderly transaction,
and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. The Fair Value Determination Guidance requires an entity to
base its conclusion about whether a transaction was not orderly on the weight of the evidence and expands certain disclosure requirements. The Fair Value Determination Guidance became effective for interim and annual periods ending after
June 15, 2009 and its adoption did not have a significant effect on the Companys financial position, results of operations or cash flows.

In April 2009, the FASB amended the Fair Value of Financial Instruments Subsection of the ASC to require an entity to provide disclosures about fair value of financial instruments in interim financial
information (Fair Value Disclosure Amendment). The Fair Value Disclosure Amendment requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial
information for interim reporting periods. In addition, entities must disclose, in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting
periods, the fair value of all financial instruments for which it is practicable to estimate that values, whether recognized or not recognized in the statement of financial position. The Fair Value Disclosure amendment became effective for interim
and annual periods ending after June 15, 2009 and its adoption did not have a significant effect on the Companys financial position, results of operations or cash flows.

In April 2009, the FASB issued guidance in the Investments-Debt and Equity Securities Topic of the ASC regarding the recognition and
presentation of Other-Than-Temporary Impairments (OTTI Guidance). The OTTI guidance (i) changes existing guidance for determining whether an impairment is other than temporary to debt securities and (ii) replaces the existing
requirement that the entitys management assert: (a) it does not have the intent to sell the security; and (b) it is more likely than not it will not have to sell the security before recovery of its cost basis. Under the OTTI
Guidance, 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 to the extent the impairment is related to credit
losses. The amount of the impairment related to other factors is recognized in other comprehensive income. The OTTI Guidance became effective for interim and annual periods ending after June 15, 2009 and its adoption did not have a significant
effect on the Companys financial position, results of operations or cash flows.

In May 2009, the FASB issued guidance
on Subsequent Events. This guidance sets forth general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance
is effective for periods ending after June 15, 2009. The adoption of this guidance did not have an impact on the Companys consolidated financial condition or results of operations.

In June 2009, the FASB issued guidance on The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles which established the FASB Accounting Standards Codification as the single source of authoritative accounting principles in the preparation of financial statements in conformity with GAAP. This guidance also explicitly
recognized rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws as authoritative GAAP for SEC registrants. This guidance was effective for financial statements issued for the
periods ending after September 15, 2009. The adoption of this guidance did not have an impact on the Companys consolidated financial condition or results of operations.

In June 2009, the FASB issued guidance on Accounting for Transfers of Financial Assets. The guidance sets forth the disclosure
requirements applying to transfers that occur both before and after the effective date of the guidance. The guidance is effective as of the beginning of a reporting entitys first annual reporting period after November 15, 2009, for
interim reporting periods within the first reporting period, and for interim and annual reporting periods thereafter. The impact on the financial position of the Company by adopting this guidance has not yet been determined.

2. CHANGE IN ACCOUNTING PRINCIPLE

In September 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force (EITF) on Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements. The guidance sets forth the requirement for the recognition of a liability and related compensation costs for endorsement split-dollar life insurance policies that provide a benefit to an employee that extends to postretirement
periods as defined in Employers Accounting for Postretirement Benefits Other Than Pensions. The EITF guidance provided that Bank Owned Life Insurance policies purchased for this purpose do not effectively settle the entitys
obligation to the employee in this regard and thus the entity must record compensation cost and a related liability. Entities should recognize the effects of applying 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 balance sheet as of the beginning of the year of adoption, or (b) a change in accounting principle through retrospective application to all
prior periods. This Issue is effective for fiscal years beginning after December 15, 2008. During 2008 the effects of the guidance have been applied as a change in accounting principle through a cumulative-effect adjustment to the
Companys retained earnings of $142,952.



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3. CASH AND DUE FROM BANKS

Banks are required to carry cash reserves of specified percentages of deposit balances. The Banks normal balances of cash on hand and
on deposit with other banks are sufficient to satisfy these reserve requirements.

The Bank normally
maintains balances with other banks that exceed the federally insured limit. The average balance maintained in excess of the limit, including federal funds sold to the same bank, was approximately $7.8 million. At December 31, 2009 the Bank had
invested $10.0 million in the Certificate of Deposit Account Registry Service®known as CDARS®.

4. INVESTMENT SECURITIES

Investment securities are summarized as follows:



|                           |  |               |         |                 |   |                  |  |                    |       |  |   |        
|-------------------------- |  | ------------- | ------- | --------------- | - | ---------------- |  | ------------------ | ----- |  | - | -------
|                           |  | AmortizedCost |         | UnrealizedGains |   | UnrealizedLosses |  | EstimatedFairValue
|December 31, 2009          |  |               |         |                 |   |                  |  |                    |       |  |   |        
|Available for sale         |  |               |         |                 |   |                  |  |                    |       |  |   |        
|U.S. Government agency     |  | $             | 55,558  |                 | $ | 137              |  | $                  | 907   |  | $ | 54,788 
|State and Municipal        |  |               | 1,080   |                 |   | 10               |  |                    | 1     |  |   | 1,089  
|Mortgage-backed securities |  |               | 61,482  |                 |   | 615              |  |                    | 682   |  |   | 61,415 
|Other equity securities    |  |               | 578     |                 |   | 13               |  |                    |      |  |   | 591    
|                           |  |               |         |                 |   |                  |  |                    |       |  |   |        
|                           |  | $             | 118,698 |                 | $ | 775              |  | $                  | 1,590 |  | $ | 117,883
|                           |  |               |         |                 |   |                  |  |                    |       |  |   |        
|December 31, 2008          |  |               |         |                 |   |                  |  |                    |       |  |   |        
|Available for sale         |  |               |         |                 |   |                  |  |                    |       |  |   |        
|U.S. Government agency     |  | $             | 47,027  |                 | $ | 503              |  | $                  | 233   |  | $ | 47,297 
|State and Municipal        |  |               | 867     |                 |   |                 |  |                    | 33    |  |   | 834    
|Mortgage-backed securities |  |               | 32,347  |                 |   | 203              |  |                    | 515   |  |   | 32,035 
|Other equity securities    |  |               | 556     |                 |   | 8                |  |                    |      |  |   | 564    
|                           |  |               |         |                 |   |                  |  |                    |       |  |   |        
|                           |  | $             | 80,797  |                 | $ | 714              |  | $                  | 781   |  | $ | 80,730 
|                           |  |               |         |                 |   |                  |  |                    |       |  |   |        

There were no proceeds from the sale of securities
during 2009 and 2008. No losses on the sale of securities were recognized in 2009 and 2008. Gains and losses are determined using the specific identification method.

Gross unrealized losses and fair value by length of time that the individual available-for-sale securities have been in a continuous unrealized loss position at December 31, 2009 and 2008 are as
follows:



|                           |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|-------------------------- |  | ------------------- | ------ | ----------------- | - | ------------------- |  | ---------------- | ----- | ------------------- | - | ---------------- |  | - | ------ |  | - | -----
|                           |  | Less than 12 months |        | 12 months or more |   | Total              
|                           |  | EstimatedFair Value |        | UnrealizedLosses  |   | EstimatedFair Value |  | UnrealizedLosses |       | EstimatedFair Value |   | UnrealizedLosses
|December 31, 2009          |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|(dollars in thousands)     |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|U.S. Government Agency     |  | $                   | 37,413 |                   | $ | 796                 |  | $                | 2,238 |                     | $ | 111              |  | $ | 39,651 |  | $ | 907  
|State and Municipal        |  |                     | 213    |                   |   | 1                   |  |                  |      |                     |   |                 |  |   | 213    |  |   | 1    
|Mortgage-backed Securities |  |                     | 22,975 |                   |   | 315                 |  |                  | 4,262 |                     |   | 367              |  |   | 27,237 |  |   | 682  
|                           |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|                           |  | $                   | 60,601 |                   | $ | 1,112               |  | $                | 6,500 |                     | $ | 478              |  | $ | 67,101 |  | $ | 1,590
|                           |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|December 31, 2008          |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|(dollars in thousands)     |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|U.S. Government Agency     |  | $                   | 25,346 |                   | $ | 233                 |  | $                |      |                     | $ |                 |  | $ | 25,346 |  | $ | 233  
|State and Municipal        |  |                     | 834    |                   |   | 33                  |  |                  |      |                     |   |                 |  |   | 834    |  |   | 33   
|Mortgage-backed Securities |  |                     | 4,025  |                   |   | 80                  |  |                  | 7,827 |                     |   | 435              |  |   | 11,852 |  |   | 515  
|                           |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      
|                           |  | $                   | 30,205 |                   | $ | 346                 |  | $                | 7,827 |                     | $ | 435              |  | $ | 38,032 |  | $ | 781  
|                           |  |                     |        |                   |   |                     |  |                  |       |                     |   |                  |  |   |        |  |   |      

The available-for-sale investment portfolio has a fair
value of approximately $117.9 million at December 31, 2009 and $80.7 million at December 31, 2008. At December 31, 2009 $67.1 million or 56.9% showed an unrealized loss from the purchase price while $38.0 million or 47.1% showed an
unrealized loss from the purchase price at December 31, 2008. As of December 31, 2009 $39.7 million or 59.1% of these securities were government agency bonds, $213 thousand, or 0.3% were state and municipal bonds and $27.2 million or 40.6%
were mortgage-backed securities. As of December 31, 2008 $25.3 million, or 66.6% of these



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securities were government agency bonds, $834 thousand or 2.2% were state and Municipal bonds and $11.9 million or 31.2% were mortgage-backed securities. The unrealized losses that exist are the
result of market changes in interest rates since the original purchase. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their
amortized cost basis, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009. The Company has used a variety of tools to analyze the contents of its security portfolio and at this time does
not believe that the unrealized losses in the portfolio are other than temporary.

The amortized cost and estimated fair value
of securities by contractual maturities at December 31, 2009 are shown below. Actual maturities of these securities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or
prepayment penalties.



|                                 |  |                    |         |                     |   |        
|-------------------------------- |  | ------------------ | ------- | ------------------- | - | -------
|                                 |  | Available for Sale
|                                 |  | AmortizedCost      |         | EstimatedFair Value
|December 31, 2009                |  |                    |         |                     |   |        
|Due within one year              |  | $                  | 1,000   |                     | $ | 1,020  
|Due after one through five years |  |                    | 9,499   |                     |   | 9,529  
|Due after five years             |  |                    | 107,621 |                     |   | 106,743
|Equity securities                |  |                    | 578     |                     |   | 591    
|                                 |  |                    |         |                     |   |        
|                                 |  | $                  | 118,698 |                     | $ | 117,883
|                                 |  |                    |         |                     |   |        

At December 31, 2009 and 2008 investments
available for sale with a carrying value of $27.0 million and $24.6, respectively, were pledged as collateral for certain government deposits and for other purposes as required by law.

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Major classifications of loans
are as follows:



|                            |  |      |         |   |      |   |         |  
|--------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                            |  | 2009 |         |   | 2008 |  
|Real estate                 |  |      |         |   |      |   |         |  
|Commercial                  |  | $    | 114,397 |   |      | $ | 102,706 |  
|Residential                 |  |      | 92,020  |   |      |   | 97,582  |  
|Commercial                  |  |      | 59,900  |   |      |   | 53,366  |  
|Consumer                    |  |      | 12,479  |   |      |   | 14,422  |  
|                            |  |      |         |   |      |   |         |  
|                            |  |      | 278,796 |   |      |   | 268,076 |  
|                            |  |      |         |   |      |   |         |  
|Deferred loan fees, net     |  |      | (134    | ) |      |   | (204    | )
|Allowance for credit losses |  |      | (7,926  | ) |      |   | (4,123  | )
|                            |  |      |         |   |      |   |         |  
|                            |  |      | (8,060  | ) |      |   | (4,327  | )
|                            |  |      |         |   |      |   |         |  
|Loans, net                  |  | $    | 270,736 |   |      | $ | 263,749 |  
|                            |  |      |         |   |      |   |         |  

The maturity and rate repricing distribution of the loan portfolio is as follows:



|                                      |  |   |         |  |   |        
|------------------------------------- |  | - | ------- |  | - | -------
|Repricing or maturing within one year |  | $ | 113,360 |  | $ | 105,481
|Maturing over one to five years       |  |   | 113,675 |  |   | 113,491
|Maturing over five years              |  |   | 51,761  |  |   | 49,104 
|                                      |  |   |         |  |   |        
|                                      |  | $ | 278,796 |  | $ | 268,076
|                                      |  |   |         |  |   |        

Transactions in the allowance for credit losses are as
follows:



|                                |  |      |       |      |   |      
|------------------------------- |  | ---- | ----- | ---- | - | -----
|                                |  | 2009 |       | 2008
|Balance, beginning of the year  |  | $    | 4,123 |      | $ | 2,283
|Provision charged to operations |  |      | 6,540 |      |   | 2,375
|Recoveries                      |  |      | 112   |      |   | 20   
|Charge-offs                     |  |      | 2,849 |      |   | 555  
|                                |  |      |       |      |   |      
|Balance, end of year            |  | $    | 7,926 |      | $ | 4,123
|                                |  |      |       |      |   |      

Nonaccrual loans totaled approximately $16.8 million
and $4.3 million at December 31, 2009 and 2008, respectively. As of December 31, 2009 $3.5 million of loan loss allowances were allocated to all loans classified as impaired.



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Interest income that would have been recorded under the original terms of nonaccrual loans
and the interest actually recognized for the years ended December 31, 2009 and 2008 are summarized below:



|                                                |  |      |       |      |   |    
|----------------------------------------------- |  | ---- | ----- | ---- | - | ---
|                                                |  | 2009 |       | 2008
|Interest income that would have been recognized |  | $    | 1,638 |      | $ | 442
|Interest income recognized                      |  |      | 906   |      |   | 176
|                                                |  |      |       |      |   |    
|Interest income not recognized                  |  | $    | 732   |      | $ | 266
|                                                |  |      |       |      |   |    

The balance of nonaccrual and impaired loans is as
follows:



|                                    |  |      |        |      |   |      
|----------------------------------- |  | ---- | ------ | ---- | - | -----
|                                    |  | 2009 |        | 2008
|Nonaccrual loans                    |  | $    | 16,767 |      | $ | 4,294
|Loan 90 days or more past due       |  |      | 33     |      |   |     
|                                    |  |      |        |      |   |      
|Total impaired loans                |  | $    | 16,800 |      | $ | 4,294
|                                    |  |      |        |      |   |      
|                                    |  |     
|Average impaired loans              |  | $    | 13,589 |      | $ | 3,032
|Related allowance for credit losses |  |      | 3,526  |      |   | 847  

The Bank lends 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.

Loans that were 90 days or more past due, including nonaccrual loans were $6.6 million at December 31, 2009 and $6.2 million at
December 31, 2008.

Certain officers and directors (and directors companies which have a 10% or more beneficial
ownership) have loans with the Bank. Such loans were made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties and are being repaid as agreed.

A summary of the activity of these loans follows:



|                                      |  |      |        |   |      |   |       |  
|------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | -
|                                      |  | 2009 |        |   | 2008 |  
|Beginning balance                     |  | $    | 7,848  |   |      | $ | 6,967 |  
|Advances                              |  |      | 3,786  |   |      |   | 1,537 |  
|Repayments                            |  |      | (956   | ) |      |   | (596  | )
|Change in officers and directors, net |  |      | 107    |   |      |   | (60   | )
|                                      |  |      |        |   |      |   |       |  
|Ending balance                        |  | $    | 10,785 |   |      | $ | 7,848 |  
|                                      |  |      |        |   |      |   |       |  

6. CREDIT COMMITMENTS

Loan commitments outstanding, unused lines of credit and letters of credit are as follows:



|                                     |  |      |        |      |   |       
|------------------------------------ |  | ---- | ------ | ---- | - | ------
|Dollars in thousands                 |  | 2009 |        | 2008
|Loan commitments and lines of credit |  |      |        |      |   |       
|Construction                         |  | $    | 524    |      | $ | 1,582 
|Other                                |  |      | 50,685 |      |   | 55,590
|                                     |  |      |        |      |   |       
|                                     |  | $    | 51,209 |      | $ | 57,172
|                                     |  |      |        |      |   |       
|Letter of credit                     |  |      |        |      |   |       
|Deposit secured                      |  | $    | 418    |      | $ | 511   
|Other                                |  |      | 1,174  |      |   | 1,230 
|                                     |  |      |        |      |   |       
|                                     |  | $    | 1,592  |      | $ | 1,741 
|                                     |  |      |        |      |   |       

Loan commitments including lines of credit are
agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have variable interest rates, fixed expiration dates, and may require payment of a fee. Lines of credit generally have
variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a
customer to a third party. Loan commitments and lines and letters of credit are made on the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss the Company will incur by the funding of these
commitments.

7. INVESTMENT IN BANK OWNED LIFE INSURANCE

In 2002, the Bank purchased single premium policies of Bank Owned Life Insurance (BOLI) amounting to $3,110,000. The increase in cash surrender value is recorded as other noninterest income. The Bank
recorded $141 thousand in BOLI income for 2009 and $158 thousand in 2008.



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##### Table of Contents

8. PREMISES AND EQUIPMENT

A summary of premises and equipment and the related depreciation is as follows:



|                                     |  |      |        |      |   |       
|------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                     |  | 2009 |        | 2008
|Land, land improvements and building |  | $    | 6,088  |      | $ | 6,870 
|Leasehold improvements               |  |      | 3,245  |      |   | 2,822 
|Furniture, fixtures, and equipment   |  |      | 3,002  |      |   | 2,749 
|Construction in progress             |  |      | 820    |      |   | 533   
|                                     |  |      |        |      |   |       
|                                     |  |      | 13,155 |      |   | 12,974
|Accumulated depreciation             |  |      | 3,881  |      |   | 3,323 
|                                     |  |      |        |      |   |       
|Net premises and equipment           |  | $    | 9,274  |      | $ | 9,651 
|                                     |  |      |        |      |   |       

Depreciation and amortization expense was $600
thousand for 2009 and $520 thousand for 2008. No interest was capitalized for the year ended December 31, 2009 while $3 thousand of interest was capitalized in association with the construction in progress in 2008.

9. LEASE COMMITMENTS

Lease
obligations will require minimum rent payments as follows:



|                |  |                      |       
|--------------- |  | -------------------- | ------
|Period          |  | MinimumRentals$(000)
|2010            |  | $                    | 337   
|2011            |  |                      | 760   
|2012            |  |                      | 744   
|2013            |  |                      | 711   
|2014            |  |                      | 674   
|Remaining years |  |                      | 8,106 
|                |  |                      |       
|                |  | $                    | 11,332
|                |  |                      |       

The leases generally provide for payment of property
taxes, insurance, and maintenance costs by the Company. The total rental expense for all real property leases was $354 thousand and $243 thousand for 2009 and 2008, respectively.

10. DEPOSITS

Major classifications of deposits are as follows:



|                                  |  |      |         |      |   |        
|--------------------------------- |  | ---- | ------- | ---- | - | -------
|                                  |  | 2009 |         | 2008
|Demand, noninterest bearing       |  | $    | 40,834  |      | $ | 39,065 
|NOW accounts                      |  |      | 30,152  |      |   | 25,958 
|Savings and Money Market accounts |  |      | 182,586 |      |   | 143,115
|Time deposits, $100,000 and over  |  |      | 55,643  |      |   | 36,479 
|Other time                        |  |      | 41,248  |      |   | 56,010 
|                                  |  |      |         |      |   |        
|                                  |  | $    | 350,463 |      | $ | 300,627
|                                  |  |      |         |      |   |        

Time deposits mature as follows:



|                                      |  |      |        |      |   |       
|------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                      |  | 2009 |        | 2008
|Repricing or maturing within one year |  | $    | 79,392 |      | $ | 70,356
|Maturing over one to three years      |  |      | 14,291 |      |   | 16,971
|Maturing over three to five years     |  |      | 3,208  |      |   | 5,162 
|                                      |  |      |        |      |   |       
|                                      |  | $    | 96,891 |      | $ | 92,489
|                                      |  |      |        |      |   |       

At December 31, 2009 and 2008 there were no time
deposits with maturities in excess of five years.

11. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase are securities sold to the Banks customers, at the customers request, under a
continuing roll-over contract that matures in one business day. The underlying securities sold are U.S. Treasury notes or Federal agencies that are segregated in the Banks correspondent safekeeping account from the Banks
other investment securities.



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##### Table of Contents

The following table presents certain information for repurchase agreements:



|                                      |  |      |        |   |      |   |        |  
|------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                      |  | 2009 |        |   | 2008 |  
|Balance outstanding, at year end      |  | $    | 14,642 |   |      | $ | 12,639 |  
|Average balance during the year       |  |      | 14,912 |   |      |   | 16,749 |  
|Average interest rate during the year |  |      | 0.81   | % |      |   | 1.53   | %
|Maximum month-end balance             |  | $    | 19,342 |   |      | $ | 19,962 |  

12. BORROWINGS

The Company had other long-term borrowings at December 31, 2009 and 2008 as follows:



|                                                             |  |      |        |      |   |       
|------------------------------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                                             |  | 2009 |        | 2008
|FHLB 2.85% Advance due March 2014                            |  | $    | 5,000  |      | $ | 5,000 
|FHLB 3.04% Advance due November 2017, Callable February 2010 |  |      | 5,000  |      |   | 5,000 
|FHLB 3.19% Advance due December 2017, Callable March 2010    |  |      | 5,000  |      |   | 5,000 
|FHLB 3.42% Advance due December 2017, Callable December 2010 |  |      | 5,000  |      |   | 5,000 
|FHLB 3.50% Advance due January 2018, Callable January 2012   |  |      | 5,000  |      |   | 5,000 
|FHLB 3.11% Advance due January 2018, Callable January 2013   |  |      | 10,000 |      |   | 10,000
|FHLB 2.23% Advance due March 2018, Callable March 2010       |  |      | 5,000  |      |   | 5,000 
|                                                             |  |      |        |      |   |       
|Total                                                        |  | $    | 40,000 |      | $ | 40,000
|                                                             |  |      |        |      |   |       

Interest on these instruments is paid quarterly. FHLB
advances are fully collateralized by pledges of loans. The Company has pledged under a blanket lien all qualifying residential and commercial mortgage loans under the borrowing agreement with the FHLB.

The Company had no short-term borrowings at December 31, 2009 and 2008.

13. GUARANTEED PREFERRED BENEFICIAL INTEREST IN JUNIOR SUBORDINATED DEBENTURES

On March 26, 2003, Annapolis Bancorp Statutory Trust I (Statutory Trust I), a Connecticut business trust formed, funded and wholly owned by the Company, issued $5,000,000 of variable-rate capital securities to institutional
investors in a private pooled transaction. The variable rate on these securities adjusts quarterly based on the 90-day LIBOR rate plus 3.15%. The current rate is 3.40%. The proceeds were up-streamed to the Company as junior subordinated debt under
the same terms and conditions. The Company then down-streamed $4,875,000 to the Bank in the form of additional capital. The Company has, through various contractual arrangements, fully and unconditionally guaranteed all of Statutory Trust Is
obligations with respect to the capital securities. These capital securities currently qualify as Tier I capital and are presented in the Consolidated Balance Sheets as Guaranteed Preferred Beneficial Interests in Junior Subordinated
Debentures. The sole asset of the Statutory Trust I is $5,155,000 of junior subordinated debentures issued by the Company. These junior subordinated debentures carry a variable interest rate of 3.15% over the 90 day LIBOR, payable
semiannually, with a non-call provision over the first five year period. Both the capital securities of Statutory Trust I and the junior subordinated debentures are scheduled to mature on March 26, 2033, unless called by the Company not earlier
than March 26, 2009. Interest expense on the trust preferred securities for the years ended December 31, 2009 and 2008 totaled $204 thousand and $332 thousand, respectively.

Costs associated with the issuance of the trust preferred securities totaling $125,000 were capitalized and were amortized through 2008.
There was no amortization expense for the year ended December 31, 2009 and there was $4 thousand for the year ended December 31, 2008.

14. PROFIT SHARING AND OTHER EMPLOYEE BENEFIT PLANS

The Company has a profit sharing plan, qualifying under
Section 401(k) of the Internal Revenue Code, for those employees who meet the eligibility requirements set forth in the plan. The plan does not require the Company to match the participants contributions. The Companys contributions
to the plan were $132 thousand in 2009 and $137 thousand in 2008.

The Company has entered into individual Supplemental
Executive Retirement Agreements (SERAs) with certain of its executives. The SERAs are designed to provide certain post-retirement benefits to enable a targeted level of covered retirement income to be met and to provide certain death benefits. The
Company is accruing the present value of these benefits over the remaining number of years to the executives retirement dates. Benefit accruals included in noninterest expense for 2009 and 2008 were $258 thousand, $183 thousand, respectively.

In 2008 the Company created an Employee Stock Purchase Plan (ESPP) whereby under the terms of the ESPP an
employee may purchase Annapolis Bancorp, Inc. common stock at a 5% discount of the market price at the end of a purchase period. During 2009 employees purchased 4,136 shares of common stock under the ESPP and in 2008 employees purchased 2,446 shares
of common stock under the ESPP.



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##### Table of Contents

15. STOCK-BASED COMPENSATION

In April 1997, the Company adopted a stock option plan, authorizing the issuance of 177,777 shares of common stock, intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code. The plan provided for granting options to purchase shares of common stock to the officers and other key employees of the Company and the Bank. Options granted under this
plan have ten-year expiration dates with vesting periods from immediate to five years. After April 2000 no additional options could be granted under this plan.

In April 2000, a new incentive stock option plan was approved by the shareholders at the annual meeting. Under this plan, the Companys compensation committee has discretionary authority to grant
stock options, restricted stock awards, and deferred share awards to employees and directors, including members of the committee. Under this plan, up to 355,554 shares of Company stock, as adjusted for the August 24, 2001 and December 3,
2006 four-for-three stock splits in the form of stock dividends, may be awarded under the direction of the committee. The plan provides for the awards to vest over a five-year period of time. Options have a ten-year expiration period. After April
2006 no additional options could be granted under this plan.

In May 2006, a new Company stock incentive plan was approved by
shareholders at the annual meeting. Under the plan, up to 200,000 shares of the Companys common stock may be awarded under the direction of the Companys Compensation Committee. The Compensation Committee may in its discretion grant the
following types of awards: options, share appreciation rights, restricted shares, deferred shares and performance awards. During 2009 92,005 restricted shares were granted under the terms of the plan.

The Company recognized $169 thousand in stock-based compensation expense for the year ended December 31, 2009 and $135 thousand in
2008. Stock-based compensation expense recognized in the consolidated statement of income for the years ended December 31, 2009 and 2008 reflects estimated forfeitures.

There were no options granted during 2009 and 2008.

Net cash proceeds from the exercise of stock options were approximately $20,000 and $66,000 for the years ending December 31, 2009 and 2008, respectively.

Stock option activity for the years ended December 31, 2009 and 2008 is as follows:



|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|---------------------------------------------------- |  | --------------- | ------- | ---- | ---------------------------- | - | --------------- |  | - | ---------------------------- | - |  | - | ----
|                                                     |  | 2009            |         | 2008
|                                                     |  | Number ofShares |         |      | WeightedAverageExercisePrice |   | Number ofShares |  |   | WeightedAverageExercisePrice
|Options Outstanding                                  |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|Outstanding, beginning of year                       |  |                 | 216,261 |      |                              | $ | 4.87            |  |   | 245,108                      |   |  | $ | 4.68
|Granted                                              |  |                 |        |      |                              |   |                |  |   |                             |   |  |   |    
|Exercised                                            |  |                 | (7,777  | )    |                              |   | 2.64            |  |   | (24,403                      | ) |  |   | 2.72
|Forfeited                                            |  |                 | (11,332 | )    |                              |   | 6.08            |  |   |                             |   |  |   |    
|Expired                                              |  |                 | (13,333 | )    |                              |   | 2.69            |  |   | (4,444                       | ) |  |   | 6.19
|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|Outstanding, end of year                             |  |                 | 183,819 |      |                              | $ | 5.05            |  |   | 216,261                      |   |  | $ | 4.87
|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|                                                     |  |                 |         |     
|Vested                                               |  |                 | 170,626 |      |                              | $ | 4.74            |  |   | 190,609                      |   |  | $ | 4.31
|Nonvested                                            |  |                 | 13,193  |      |                              |   | 9.06            |  |   | 25,652                       |   |  |   | 9.01
|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|Outstanding, end of year                             |  |                 | 183,819 |      |                              | $ | 5.05            |  |   | 216,261                      |   |  | $ | 4.87
|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     
|                                                     |  |                 |         |     
|Weighted average remaining contractual term in years |  |                 |         |      |                              |   | 2.75            |  |   |                              |   |  |   | 3.54
|                                                     |  |                 |         |     
|Total intrinsic value of options vested, end of year |  | $               | 49,000  |      |                              |   |                 |  | $ | 183,000                      |   |  |   |     
|                                                     |  |                 |         |      |                              |   |                 |  |   |                              |   |  |   |     



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##### Table of Contents

The remaining options expire as follows:



|                |  |                               |  |               |  |          
|--------------- |  | ----------------------------- |  | ------------- |  | ---------
|Expiration Date |  | WeightedAverageExercise Price |  | OptionsVested |  | Nonvested
|2010            |  | 2.42                          |  | 53,328        |  |         
|2011            |  | 2.72                          |  | 31,968        |  |         
|2012            |  | 4.14                          |  | 33,333        |  |         
|2013            |  | 7.24                          |  | 6,221         |  |         
|2014            |  | 7.68                          |  | 7,463         |  |         
|2015            |  | 9.24                          |  | 33,005        |  | 8,251    
|2016            |  | 8.77                          |  | 3,624         |  | 2,416    
|2017            |  | 8.77                          |  | 1,684         |  | 2,526    
|                |  |                               |  |               |  |          
|                |  |                               |  | 170,626       |  | 13,193   
|                |  |                               |  |               |  |          

A summary of the status of the Companys
restricted share awards follows:



|                               |  |                 |   |      |                               |      |                 |        |   |                               |   |     
|------------------------------ |  | --------------- | - | ---- | ----------------------------- | ---- | --------------- | ------ | - | ----------------------------- | - | ----
|                               |  | 2009            |   | 2008
|                               |  | Numberof Shares |   |      | WeightedAverageExercise Price |      | Numberof Shares |        |   | WeightedAverageExercise Price
|Restricted Shares              |  |                 |   |      |                               |      |                 |        |   |                               |   |     
|                               |  |                 |   |     
|Outstanding, beginning of year |  | 18,150          |   |      | $                             | 8.44 |                 | 13,000 |   |                               | $ | 8.95
|Granted                        |  | 92,005          |   |      |                               | 3.02 |                 | 7,150  |   |                               |   | 7.69
|Vested                         |  | (12,150         | ) |      |                               | 5.72 |                 | (2,000 | ) |                               |   | 9.11
|Forfeited                      |  |                |   |      |                               |     |                 |       |   |                               |   |    
|                               |  |                 |   |      |                               |      |                 |        |   |                               |   |     
|Outstanding, end of year       |  | 98,005          |   |      | $                             | 3.69 |                 | 18,150 |   |                               | $ | 8.44
|                               |  |                 |   |      |                               |      |                 |        |   |                               |   |     

The aggregate intrinsic value in the table above represents the total pre-tax value (that is, the
difference between the closing stock price on the last trading day in the year and the exercise price for those options in the money multiplied by the number of shares) that would have been received by the option holders had all options holders
exercised their options on the last trading day of the year. This amount changes based on the fair market value of the Companys stock. Total intrinsic value of options exercised is approximately $4 thousand and $15 thousand for years ended
December 31, 2009 and 2008, respectively.

As of December 31, 2009, $30 thousand of total unrecognized compensation
costs related to unvested options is expected to be recognized over a weighted average period of 2.75 years, while $151 thousand of total unrecognized compensation costs related to restricted share units is expected to be recognized over a weighted
average period of 1.39 years.

16. LINES OF CREDIT

The Bank is a member of the Federal Home Loan Bank system and has the potential to borrow up to an additional $137.7 million. If funded, this line is secured by one- to four-family residential and
commercial mortgage loans held in the Banks portfolio. In addition, the Bank has available secured and unsecured lines of credit of $15.5 million at December 31, 2009.

17. PREFERRED STOCK

The Company is authorized to issue up to 5,000,000
shares of preferred stock with a par value of $.01 per share. On January 30, 2009 the Company completed a transaction to participate in the Government sponsored Troubled Asset Relief Program which resulted in the Treasury purchasing 8,152
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Series A Preferred Stock) at a value of $8.2 million. The Series A Preferred Stock qualifies as Tier 1 Capital. The Series A Preferred Stock pays a dividend of
5% per annum; payable quarterly for five years then pays a dividend of 9% per annum thereafter. There were no preferred shares outstanding at December 31, 2008. Dividends declared for the years ended December 31, 2009 and 2008
were $375 thousand and zero, respectively.



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18. INCOME TAXES

The components of income tax (benefit) expense are as follows:



|         |  |      |        |   |      |   |       |  
|-------- |  | ---- | ------ | - | ---- | - | ----- | -
|         |  | 2009 |        |   | 2008 |  
|Current  |  |      |        |   |      |   |       |  
|Federal  |  | $    | 554    |   |      | $ | 1,383 |  
|State    |  |      | 147    |   |      |   | 169   |  
|         |  |      |        |   |      |   |       |  
|         |  |      | 701    |   |      |   | 1,552 |  
|Deferred |  |      | (1,859 | ) |      |   | (891  | )
|         |  |      |        |   |      |   |       |  
|         |  | $    | (1,158 | ) |      | $ | 661   |  
|         |  |      |        |   |      |   |       |  

The components of the deferred tax benefit are as follows:



|                            |  |      |        |   |      |   |      |  
|--------------------------- |  | ---- | ------ | - | ---- | - | ---- | -
|                            |  | 2009 |        |   | 2008 |  
|Provision for credit losses |  | $    | (1,500 | ) |      | $ | (726 | )
|Deferred compensation       |  |      | (158   | ) |      |   | (72  | )
|Depreciation expense        |  |      | (66    | ) |      |   | 22   |  
|Deferred loan fees          |  |      | 19     |   |      |   | (17  | )
|Nonaccrual interest         |  |      | (184   | ) |      |   | (54  | )
|Other                       |  |      | 30     |   |      |   | (44  | )
|                            |  |      |        |   |      |   |      |  
|Deferred tax benefit        |  | $    | (1,859 | ) |      | $ | (891 | )
|                            |  |      |        |   |      |   |      |  

The components of the net deferred tax assets are as follows:



|                                                 |  |      |       |      |   |      
|------------------------------------------------ |  | ---- | ----- | ---- | - | -----
|                                                 |  | 2009 |       | 2008
|Deferred tax assets                              |  |      |       |      |   |      
|Allowance for credit losses                      |  | $    | 3,022 |      | $ | 1,522
|Deferred compensation                            |  |      | 374   |      |   | 216  
|Deferred Loan Fees                               |  |      | 61    |      |   | 80   
|Unrealized loss on securities available for sale |  |      | 322   |      |   | 26   
|Nonaccrual interest                              |  |      | 289   |      |   | 105  
|Other                                            |  |      | 3     |      |   | 33   
|                                                 |  |      |       |      |   |      
|Total deferred tax assets                        |  |      | 4,071 |      |   | 1,982
|Deferred tax liabilities                         |  |      |       |      |   |      
|Depreciation                                     |  |      | 169   |      |   | 235  
|                                                 |  |      |       |      |   |      
|Total deferred tax liabilities                   |  |      | 169   |      |   | 235  
|                                                 |  |      |       |      |   |      
|Net deferred tax asset                           |  | $    | 3,902 |      | $ | 1,747
|                                                 |  |      |       |      |   |      

The differences between federal income taxes at
statutory rates and the amount reported by the Company follow:



|                                              |  |        |        |   |      |       |    |        |   |       |   |  |      |   
|--------------------------------------------- |  | ------ | ------ | - | ---- | ----- | -- | ------ | - | ----- | - |  | ---- | --
|                                              |  | 2009   |        |   | 2008 |      
|                                              |  | Amount |        |   | %    |       |    | Amount |   |       | % | 
|(Loss) income before income taxes             |  | $      | (2,865 | ) |      |       |    |        | $ | 2,088 |   |  |      |   
|                                              |  |        |        |   |      |       |    |        |   |       |   |  |      |   
|Taxes computed at the federal income tax rate |  | $      | (974   | ) |      | (34.0 | )% |        | $ | 710   |   |  | 34.0 | % 
|Increases (decreases) resulting from          |  |        |        |   |      |       |    |        |   |       |   |  |      |   
|State income taxes, net of federal benefit    |  |        | (197   | ) |      | (6.8  | )% |        |   | (48   | ) |  | (2.3 | )%
|Nondeductible expenses                        |  |        | 61     |   |      | 2.1   | %  |        |   | 52    |   |  | 2.4  | % 
|Nontaxable income                             |  |        | (48    | ) |      | (1.7  | )% |        |   | (53   | ) |  | (2.4 | )%
|                                              |  |        |        |   |      |       |    |        |   |       |   |  |      |   
|Income tax (benefit) expense                  |  | $      | (1,158 | ) |      | (40.4 | )% |        | $ | 661   |   |  | 31.7 | % 
|                                              |  |        |        |   |      |       |    |        |   |       |   |  |      |   



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19. CAPITAL STANDARDS

The Federal Reserve Board and the Federal Deposit Insurance Corporation have adopted risk-based capital standards for banking organizations. These standards require ratios of capital to assets for minimum
capital adequacy and to be classified as well capitalized under prompt corrective action provisions. The capital ratios and minimum capital requirements of the Company and the Bank as of December 31, 2009 and 2008 are as follows:



|                                         |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|---------------------------------------- |  | ------------ | ------ | ----- | ---- | - | ---------------------------- | - | ------ |  | --- | --------------------------- |  | ----- | ------ |  | ---- | -
|                                         |  | ActualAmount |        | Ratio |      |   | MinimumCapitalAdequacyAmount |   | Ratio  |  |     | To be WellCapitalizedAmount |  | Ratio |       
|December 31, 2009                        |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Total capital (to risk-weighted assets)  |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 42,004 |       | 13.7 | % |                              | $ | 24,490 |  | 8.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 42,003 |       | 13.7 | % |                              | $ | 24,488 |  | 8.0 | %                           |  | $     | 30,610 |  | 10.0 | %
|Tier 1 capital (to risk-weighted assets) |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 38,126 |       | 12.5 | % |                              | $ | 12,245 |  | 4.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 38,126 |       | 12.5 | % |                              | $ | 12,244 |  | 4.0 | %                           |  | $     | 18,368 |  | 6.0  | %
|Tier 1 capital (to average assets)       |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 38,126 |       | 8.6  | % |                              | $ | 17,750 |  | 4.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 38,126 |       | 8.6  | % |                              | $ | 17,750 |  | 4.0 | %                           |  | $     | 22,188 |  | 5.0  | %
|                                         |  |              |        |       |      |  
|December 31, 2008                        |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Total capital (to risk-weighted assets)  |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 35,364 |       | 12.6 | % |                              | $ | 22,415 |  | 8.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 35,321 |       | 12.6 | % |                              | $ | 22,412 |  | 8.0 | %                           |  | $     | 28,015 |  | 10.0 | %
|Tier 1 capital (to risk-weighted assets) |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 31,854 |       | 11.4 | % |                              | $ | 11,206 |  | 4.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 31,812 |       | 11.4 | % |                              | $ | 11,206 |  | 4.0 | %                           |  | $     | 16,809 |  | 6.0  | %
|Tier 1 capital (to average assets)       |  |              |        |       |      |   |                              |   |        |  |     |                             |  |       |        |  |      |  
|Company                                  |  | $            | 31,854 |       | 8.4  | % |                              | $ | 15,156 |  | 4.0 | %                           |  |       |        |  |      |  
|Bank                                     |  | $            | 31,812 |       | 8.4  | % |                              | $ | 15,156 |  | 4.0 | %                           |  | $     | 18,945 |  | 5.0  | %

Tier 1 capital
consists of capital stock, paid in capital, and retained earnings. Total capital includes a limited amount of the allowance for credit losses. In calculating risk-weighted assets, specified risk percentages are applied to each category of asset and
off-balance sheet items.

Failure to meet the capital requirements could affect the Banks ability to pay
dividends and accept deposits and may significantly affect the operations of the Bank.

The Series A Preferred
Stock issued under the TARP transaction that closed on January 30, 2009 qualify as tier one capital.

20. FAIR VALUE
MEASUREMENTS

Effective January 1, 2009, the Company adopted FASBs guidance on Fair Value
Measurements, which provides a framework for measuring and disclosing fair value under GAAP. The guidance requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial
recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or a nonrecurring basis (for example, impaired loans).

The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value
measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to
record at fair value all other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market
accounting or write-downs of individual assets.

The guidance establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. The fair value hierarchy is as follows:

Level 1 inputs - Unadjusted quoted
prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and
inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.



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Level 3 inputs - Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available for Sale.Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available.
If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as present value of future cash flows, adjusted for the securitys credit rating, prepayment
assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter
markets and money market funds. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in
illiquid markets.

Impaired Loans. The Company does not report loans at fair value on a recurring basis, however from
time to time, a loan is considered impaired and an allowance for credit loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered
impaired. Once a loan is identified as individually impaired, management measures impairment under the guidance of Accounting by Creditors for Impairment of a Loan. The fair value of impaired loans is estimated using one of
several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represent loans for which the fair value of
expected repayments or collateral exceed the recorded investment in such loans. At December 31, 2009, substantially all of the totally impaired loans were evaluated based upon the fair value of the collateral. In accordance with the guidance,
impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the
Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company
records the loan as nonrecurring Level 3.

The following tables present information about the Companys assets
measured at fair value on a recurring basis as of December 31, 2009, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.



|                                    |  |                            |         |                                                            |   |                                |  |                                       |         |                         |   |                                                      |  |   |   |  |   |  
|----------------------------------- |  | -------------------------- | ------- | ---------------------------------------------------------- | - | ------------------------------ |  | ------------------------------------- | ------- | ----------------------- | - | ---------------------------------------------------- |  | - | - |  | - | -
|                                    |  |                            |         | Fair Value Measurements                                    |   |                                |  |                                      
|(in thousands)                      |  |                            |         | at December 31, 2009 Using                                 |   |                                |  |                                      
|Description                         |  | Fair ValueDecember 31,2009 |         | Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) |   | OtherObservableInputs(Level
2) |  | SignificantUnobservableInputs(Level3) |         | TradingGainsand(Losses) |   | Total Changesin Fair ValuesIncluded inPeriodEarnings
|Available for Sale Securities       |  | $                          | 117,883 |                                                            | $ |                               |  | $                                     | 117,883 |                         | $ |                                                     |  | $ |  |  | $ | 
|                                    |  |                            |         |                                                            |   |                                |  |                                       |         |                         |   |                                                      |  |   |   |  |   |  
|Total Assets Measured at Fair Value |  | $                          | 117,883 |                                                            | $ |                               |  | $                                     | 117,883 |                         | $ |                                                     |  | $ |  |  | $ | 
|                                    |  |                            |         |                                                            |   |                                |  |                                       |         |                         |   |                                                      |  |   |   |  |   |  

Securities classified as available for sale are
reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market
spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bonds terms and conditions, among other things.



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The Company may be required from time to time, to measure certain assets at fair value on a
non-recurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are
included in the table below.



|                                               |  |                            |        |                                                            |   |                                |  |                                        |        |                         |   |                                                     |  |   |   |  |   |  
|---------------------------------------------- |  | -------------------------- | ------ | ---------------------------------------------------------- | - | ------------------------------ |  | -------------------------------------- | ------ | ----------------------- | - | --------------------------------------------------- |  | - | - |  | - | -
|(in thousands)                                 |  |                            |        | Fair Value Measurementsat
December 31, 2009 Using          |   |                                |  |                                       
|Description                                    |  | Fair ValueDecember 31,2009 |        | Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) |   | OtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3) |        | TradingGainsand(Losses) |   | TotalChanges inFair ValuesIncluded inPeriodEarnings
|Impaired loans                                 |  | $                          | 16,800 |                                                            | $ |                               |  | $                                      | 16,800 |                         | $ |                                                    |  | $ |  |  | $ | 
|Other real estate owned and repossessed assets |  |                            | 2,520  |                                                            |   |                               |  |                                        | 2,520  |                         |   |                                                    |  |   |  |  |   | 
|                                               |  |                            |        |                                                            |   |                                |  |                                        |        |                         |   |                                                     |  |   |   |  |   |  
|Total Assets Measured at Fair Value            |  | $                          | 19,320 |                                                            | $ |                               |  | $                                      | 19,320 |                         | $ |                                                    |  | $ |  |  | $ | 
|                                               |  |                            |        |                                                            |   |                                |  |                                        |        |                         |   |                                                     |  |   |   |  |   |  

In February 2008, the FASB issued guidance for
The Fair Value Option for Financial Assets and Financial Liabilities. This guidance permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for
which the fair value option has been elected will be reported in earnings. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term measurement objectives for accounting for
financial instruments. The guidance is effective for fiscal years beginning after November 15, 2008. The Company has not elected the fair value option for any financial assets or liabilities at December 31, 2009.

21. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Banks financial instruments are summarized below. The fair values of a significant portion of these financial instruments are estimates derived using present value
techniques and may not be indicative of the net realizable or liquidation values. Also, the calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.



|                                               |  |                |         |                     |   |                |  |                     |         |  |   |        
|---------------------------------------------- |  | -------------- | ------- | ------------------- | - | -------------- |  | ------------------- | ------- |  | - | -------
|                                               |  | 2009           |         | 2008               
|December 31,                                   |  | CarryingAmount |         | EstimatedFair Value |   | CarryingAmount |  | EstimatedFair Value
|Financial assets                               |  |                |         |                     |   |                |  |                     |         |  |   |        
|Cash and due from banks                        |  | $              | 5,936   |                     | $ | 5,936          |  | $                   | 4,346   |  | $ | 4,346  
|Federal funds sold                             |  |                | 8,828   |                     |   | 8,828          |  |                     | 23,768  |  |   | 23,768 
|Interest bearing balances with banks           |  |                | 10,000  |                     |   | 10,000         |  |                     | 1,000   |  |   | 1,000  
|Investment securities (total)                  |  |                | 121,143 |                     |   | 121,143        |  |                     | 83,685  |  |   | 83,685 
|Loans and loans held for sale                  |  |                | 274,166 |                     |   | 274,056        |  |                     | 264,093 |  |   | 265,090
|Accrued interest receivable                    |  |                | 1,934   |                     |   | 1,934          |  |                     | 1,768   |  |   | 1,768  
|Real estate owned                              |  |                | 2,398   |                     |   | 2,398          |  |                     |        |  |   |       
|Bank owned life insurance                      |  |                | 4,226   |                     |   | 4,226          |  |                     | 4,085   |  |   | 4,085  
|Financial liabilities                          |  |                |         |                     |   |                |  |                     |         |  |   |        
|Noninterest-bearing deposits                   |  | $              | 40,834  |                     | $ | 40,834         |  | $                   | 39,065  |  | $ | 39,065 
|Interest-bearing deposits                      |  |                | 309,629 |                     |   | 315,343        |  |                     | 261,562 |  |   | 262,067
|Securities sold under agreements to repurchase |  |                | 14,642  |                     |   | 14,642         |  |                     | 12,639  |  |   | 12,639 
|Long-term borrowings                           |  |                | 40,000  |                     |   | 38,308         |  |                     | 40,000  |  |   | 36,809 
|Junior subordinated debt                       |  |                | 5,000   |                     |   | 5,000          |  |                     | 5,000   |  |   | 5,000  
|Accrued interest payable                       |  |                | 211     |                     |   | 211            |  |                     | 291     |  |   | 291    

The carrying amount for
cash and due from banks, federal funds sold and interest bearing balances due from banks approximates fair value.

The fair
values of U.S. Treasury and Government agency securities and mortgage backed securities are determined using market quotations.

The fair value of fixed-rate loans is estimated to be the present value of scheduled payments discounted using interest rates currently in effect. The fair value of variable-rate loans, including loans with a demand feature, is estimated to
equal the carrying amount. The valuation of loans is adjusted for possible credit losses. The carrying value of loans held for sale approximates fair market value since such loans are typically committed to be sold at a profit.



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The fair value of bank owned life insurance is assumed to be the cash surrender value.

The fair value of interest-bearing checking, savings, and money market deposit accounts is equal to the carrying amount. The
fair value of fixed-maturity time deposits is estimated based on interest rates currently offered for deposits of similar remaining maturities.

The carrying amount for customer repurchase agreements and variable rate borrowings approximate the fair values at the reporting date.

The fair value of fixed rate Federal Home Loan Bank advances is estimated by computing the discounted value of contractual cash flows
payable at current interest rates for obligations with similar remaining terms. The fair value of variable rate Federal Home Loan Bank advances is estimated to be carrying value since these liabilities are based on a spread to a current pricing
index.

The carrying amount of junior subordinated debentures approximate the fair values at the reporting date.

22. EARNINGS PER SHARE

A summary of shares outstanding for basic and fully diluted earnings per share is as follows:



|                                                                                               |  |       |  |       |  |      
|---------------------------------------------------------------------------------------------- |  | ----- |  | ----- |  | -----
|In thousands(000)                                                                              |  | 2009  |  | 2008  |  | 2007 
|Weighted average shares outstanding, basic                                                     |  | 3,858 |  | 3,884 |  | 4,073
|Common stock equivalents                                                                       |  |      |  | 146   |  | 115  
|                                                                                               |  |       |  |       |  |      
|Average common shares and equivalents, fully diluted                                           |  | 3,858 |  | 4,030 |  | 4,188
|                                                                                               |  |       |  |       |  |      
|                                                                                               |  |       | 
|Options and warrants outstanding excluded from above as they were antidilutive at December 31, |  | 474   |  | 72    |  | 53   
|                                                                                               |  |       |  |       |  |      

23. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED



|                                                   |  |              |       |               |   |          |  |   |           |   |  |   |       |  
|-------------------------------------------------- |  | ------------ | ----- | ------------- | - | -------- |  | - | --------- | - |  | - | ----- | -
|                                                   |  | December 31, |       | September 30, |   | June 30, |  |   | March 31, |  
|2009                                               |  |              |       |               |   |          |  |   |           |   |  |   |       |  
|Interest income                                    |  | $            | 5,492 |               | $ | 5,404    |  | $ | 5,343     |   |  | $ | 4,986 |  
|Interest expense                                   |  |              | 1,513 |               |   | 1,605    |  |   | 1,956     |   |  |   | 2,061 |  
|Net interest income                                |  |              | 3,979 |               |   | 3,799    |  |   | 3,387     |   |  |   | 2,925 |  
|Provision for credit losses                        |  |              | 427   |               |   | 1,102    |  |   | 3,803     |   |  |   | 1,208 |  
|Net income (loss)                                  |  |              | 381   |               |   | 223      |  |   | (1,861    | ) |  |   | (450  | )
|Net income (loss) available to common shareholders |  |              | 261   |               |   | 103      |  |   | (1,981    | ) |  |   | (532  | )
|Comprehensive income (loss)                        |  |              | 21    |               |   | 1,479    |  |   | (3,088    | ) |  |   | (573  | )
|Earnings (loss) per common share - basic           |  |              | 0.07  |               |   | 0.03     |  |   | (0.51     | ) |  |   | (0.14 | )
|Earnings (loss) per share common - diluted         |  |              | 0.07  |               |   | 0.03     |  |   | (0.51     | ) |  |   | (0.14 | )
|                                                   |  |              |       |              
|2008                                               |  |              |       |               |   |          |  |   |           |   |  |   |       |  
|Interest income                                    |  | $            | 5,266 |               | $ | 5,473    |  | $ | 5,426     |   |  | $ | 5,635 |  
|Interest expense                                   |  |              | 2,033 |               |   | 2,074    |  |   | 2,149     |   |  |   | 2,509 |  
|Net interest income                                |  |              | 3,233 |               |   | 3,399    |  |   | 3,277     |   |  |   | 3,126 |  
|Provision for credit losses                        |  |              | 956   |               |   | 931      |  |   | 367       |   |  |   | 121   |  
|Net income                                         |  |              | 145   |               |   | 299      |  |   | 458       |   |  |   | 525   |  
|Net income available to common shareholders        |  |              | 145   |               |   | 299      |  |   | 458       |   |  |   | 525   |  
|Comprehensive income (loss)                        |  |              | 781   |               |   | 18       |  |   | (480      | ) |  |   | 935   |  
|Earnings per common share - basic                  |  |              | 0.04  |               |   | 0.08     |  |   | 0.12      |   |  |   | 0.13  |  
|Earnings per share common - diluted                |  |              | 0.04  |               |   | 0.08     |  |   | 0.12      |   |  |   | 0.13  |  



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24. PARENT COMPANY FINANCIAL INFORMATION

The balance sheet and statements of income and cash flows for ANNAPOLIS BANCORP, INC. (Parent Company only) follow:

Balance Sheets



|                                           |  |      |        |   |      |   |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|December 31,                               |  | 2009 |        |   | 2008 |  
|Assets                                     |  |      |        |   |      |   |        |  
|Cash and due from banks                    |  | $    | 193    |   |      | $ | 16     |  
|Due from subsidiaries                      |  |      |       |   |      |   | 5      |  
|Investment in subsidiaries                 |  |      | 37,646 |   |      |   | 31,927 |  
|Deferred income taxes and other assets     |  |      | 29     |   |      |   | 30     |  
|                                           |  |      |        |   |      |   |        |  
|Total assets                               |  | $    | 37,868 |   |      | $ | 31,978 |  
|                                           |  |      |        |   |      |   |        |  
|                                           |  |     
|Liabilities and Stockholders Equity       |  |      |        |   |      |   |        |  
|Junior subordinated debt                   |  | $    | 5,155  |   |      | $ | 5,155  |  
|Due to subsidiaries                        |  |      | 20     |   |      |   |       |  
|Accrued dividends                          |  |      | 52     |   |      |   |       |  
|Other liabilities                          |  |      | 9      |   |      |   | 9      |  
|Stockholders Equity                       |  |      |        |   |      |   |        |  
|Preferred stock                            |  |      | 7,985  |   |      |   |       |  
|Common stock                               |  |      | 39     |   |      |   | 38     |  
|Warrants                                   |  |      | 234    |   |      |   |        |  
|Paid in capital                            |  |      | 11,500 |   |      |   | 11,299 |  
|Retained earnings                          |  |      | 13,368 |   |      |   | 15,517 |  
|Accumulated other comprehensive loss       |  |      | (494   | ) |      |   | (40    | )
|                                           |  |      |        |   |      |   |        |  
|Total liabilities and stockholders equity |  | $    | 37,868 |   |      | $ | 31,978 |  
|                                           |  |      |        |   |      |   |        |  

Statement of Income



|                                                      |  |      |        |   |      |   |       |  
|----------------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | -
|Years Ended December 31,                              |  | 2009 |        |   | 2008 |  
|Interest income                                       |  | $    |       |   |      | $ |      |  
|Interest expense                                      |  |      | 204    |   |      |   | 332   |  
|                                                      |  |      |        |   |      |   |       |  
|Net interest income                                   |  |      | (204   | ) |      |   | (332  | )
|                                                      |  |      |        |   |      |   |       |  
|Equity in undistributed (loss) income of subsidiaries |  |      | (1,979 | ) |      |   | 144   |  
|Dividends from subsidiary                             |  |      | 636    |   |      |   | 1,690 |  
|                                                      |  |      |        |   |      |   |       |  
|Total (loss) income                                   |  |      | (1,547 | ) |      |   | 1,502 |  
|                                                      |  |      |        |   |      |   |       |  
|Noninterest expense                                   |  |      |        |   |      |   |       |  
|Compensation                                          |  |      | 112    |   |      |   | 80    |  
|Legal                                                 |  |      | 93     |   |      |   | 68    |  
|Shareholder communications                            |  |      | 85     |   |      |   | 103   |  
|                                                      |  |      |        |   |      |   |       |  
|Total expense                                         |  |      | 290    |   |      |   | 251   |  
|                                                      |  |      |        |   |      |   |       |  
|(Loss) income before income tax benefit               |  |      | (1,837 | ) |      |   | 1,251 |  
|Income tax benefit                                    |  |      | (130   | ) |      |   | (176  | )
|                                                      |  |      |        |   |      |   |       |  
|Net (loss) income                                     |  | $    | (1,707 | ) |      | $ | 1,427 |  
|Preferred Stock Dividend and Discount Accretion       |  |      | (442   | ) |      |   |      |  
|                                                      |  |      |        |   |      |   |       |  
|Net (Loss) Income Available to Common Shareholders    |  | $    | (2,149 | ) |      | $ | 1,427 |  
|                                                      |  |      |        |   |      |   |       |  



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Statements of Cash Flows



|                                              |  |      |        |   |      |   |        |  
|--------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|Years Ended December 31,                      |  | 2009 |        |   | 2008 |  
|Cash flows from operating activities          |  |      |        |   |      |   |        |  
|Net (loss) income                             |  | $    | (1,707 | ) |      | $ | 1,427  |  
|Due from subsidiaries                         |  |      | 26     |   |      |   | (5     | )
|Tax benefit received (provided)               |  |      | 3      |   |      |   | (5     | )
|Stock-based compensation                      |  |      | 169    |   |      |   | 135    |  
|Shares repurchased                            |  |      |       |   |      |   | (1,506 | )
|Downstream of cash to subsidiary              |  |      | (8,152 | ) |      |   |       |  
|Undistributed net loss (income) of subsidiary |  |      | 1,343  |   |      |   | (1,834 | )
|Net Increase in other assets and liabilities  |  |      | (2     | ) |      |   | 2      |  
|                                              |  |      |        |   |      |   |        |  
|Net cash used in operations                   |  |      | (8,320 | ) |      |   | (1,786 | )
|                                              |  |      |        |   |      |   |        |  
|                                              |  |     
|Cash flows from financing activities          |  |      |        |   |      |   |        |  
|Dividends received from Bank                  |  |      | 636    |   |      |   | 1,690  |  
|Issuance of preferred stock and warrants      |  |      | 8,152  |   |      |   |       |  
|Payment of dividends on preferred stock       |  |      | (323   | ) |      |   |        |  
|Proceeds from stock options exercised and     |  |      |        |   |      |   |        |  
|Employee Stock Purchase Plan                  |  |      | 32     |   |      |   | 79     |  
|                                              |  |      |        |   |      |   |        |  
|Net cash provided by financing activities     |  |      | 8,497  |   |      |   | 1,769  |  
|                                              |  |      |        |   |      |   |        |  
|Net increase in cash                          |  |      | 177    |   |      |   | (17    | )
|Cash and equivalents at beginning of year     |  |      | 16     |   |      |   | 33     |  
|                                              |  |      |        |   |      |   |        |  
|Cash and equivalents at end of year           |  | $    | 193    |   |      | $ | 16     |  
|                                              |  |      |        |   |      |   |        |  

25. SUBSEQUENT EVENTS

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Management performed an evaluation to determine whether or not there have
been any subsequent events since the balance sheet date, and no subsequent events occurred requiring accrual or disclosure.



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

None.



|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Disclosure
Controls

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the
supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d  15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective. Disclosure controls and procedures are designed to ensure that information 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 Securities and Exchange Commissions rules and forms.

Internal Control over Financial Reporting

Managements report on the Companys internal control over financial
reporting is included in Item 8 under the heading Managements Report on Internal Control Over Financial Reporting and is incorporated herein by reference.

This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report
was not subject to attestation by the Companys independent 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 were no changes in the Companys internal control over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Exchange Act during the quarter ended December 31, 2009, that
have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The information relating to directors, officers, promoters and control persons and regarding compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the
Companys Proxy Statement for the Annual Meeting of Shareholders to be held on May 20, 2010 at pages 4 through 7 and page 16, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the
Companys fiscal year (Proxy Statement).

Code of Ethics

On June 20, 2003, the Companys Board of Directors adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. On February 20, 2009 the Companys Board of Directors reaffirmed the code of ethics. The Code of Ethics for the Principal Executive Officer and the Senior Financial Officer has been
posted on the Companys internet website at www.bankannapolis.com.

Audit Committee

The information relating to the Companys Audit Committee is incorporated herein by reference to the Companys Proxy Statement at page 7.



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information
relating to director and executive compensation is incorporated herein by reference to the Companys Proxy Statement at pages 9 through 15.



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

On May 17, 2008 shareholders approved a new Employee Stock Purchase Plan. Under the plan, which was effective July 1, 2008, eligible
employees are able to purchase shares of the Companys common stock through payroll deductions. Shares have a price equal to 95% of the fair market value on the purchase date (and could be as low as 85% per Code
Section 423 rules). During 2009, 4,136 shares of common stock were purchased through the Employee Stock Purchase Plan.

The Company
currently has three stock incentive plans. In April 1997, the Companys 1997 Employee Incentive Stock Option Plan was approved by shareholders at the annual meeting. Under the 1997 plan, up to 177,777 shares of the Companys common stock
could be awarded under the direction of the Companys Compensation Committee. Incentive stock options vest over a five year period. No additional awards may be made from this plan. During April 2000, the Companys 2000 stock incentive plan
was approved by shareholders at the annual meeting. Under the plan, up to 355,554 shares of the Companys common stock could be awarded under the direction of the Companys Compensation Committee. Incentive stock options and grants vest
over a five-year period. No additional awards may be made from this plan. In May 2006, a new Company stock incentive plan was approved by shareholders at the annual meeting. Under the plan, up to 200,000 shares of the Companys common stock may
be awarded under the direction of the Companys Compensation Committee. The Compensation Committee may in its discretion grant the following types of awards: options, share appreciation rights, restricted shares, deferred shares and performance
awards. During 2009, 92,005 restricted shares of common stock with vesting on various dates beginning on October 5, 2009 and continuing through April 27, 2014 were granted under the terms of the 2006 Plan. During 2009, 7,777 options
granted in prior years were exercised, 11,332 were forfeited and 13,333 options to purchase common stock expired. Also during 2009 12,150 restricted shares vested and were issued. At December 31, 2009, the Company had a total of 183,819 options
granted and outstanding and 98,005 restricted shares granted and outstanding. See Note 15 to the Consolidated Financial Statements for more information on the Companys stock option plans.

A table of the Equity Compensation Plan Information is shown below:



|                                                           |  |                                                                                             |  |                                                                             |      |                                                                                                                                          |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan Category                                              |  | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights(a) |  | Weighted average exerciseprice of outstandingoptions, warrantsand rights(b) |      | Number of securitiesremaining available forfuture issuance under equitycompensation plans excludingsecurities reflected in column(a) (c)
|Equity compensation plans approved by security holders     |  | 281,824                                                                                     |  | $                                                                           | 4.58 |                                                                                                                                          | 124,818
|Equity compensation plans not approved by security holders |  |                                                                                            |  |                                                                             |     |                                                                                                                                          |       
|                                                           |  |                                                                                             |  |                                                                             |      |                                                                                                                                          |        
|Total                                                      |  | 281,824                                                                                     |  | $                                                                           | 4.58 |                                                                                                                                          | 124,818
|                                                           |  |                                                                                             |  |                                                                             |      |                                                                                                                                          |        

In addition to the securities listed above as part of the TARP CPP,
the Company sold a warrant to purchase 299,706 shares of common stock at a price of $4.08 per share to the Treasury on January 30, 2009.

The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the Companys Proxy Statement at pages 2 though 4.

The Equity Compensation Plan Information appears in the Companys Proxy Statement on pages 13 through 15 and is incorporated herein by reference.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The information relating to certain relationships and related transactions is incorporated herein by reference to the Companys Proxy Statement on pages 15 through 16.



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|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Audit and Non-Audit Fees

The following table presents fees for professional audit services rendered by Stegman &
Company for the audit of Annapolis Bancorps annual consolidated financial statements for the years ended December 31, 2009 and December 31, 2008 and fees billed for other services rendered by Stegman & Company during those
periods.



|                       |  |                         |        |      |   |       
|---------------------- |  | ----------------------- | ------ | ---- | - | ------
|                       |  | Year ended December 31,
|                       |  | 2009                    |        | 2008
|Audit fees (1)         |  | $                       | 72,793 |      | $ | 61,299
|Audit related fees (2) |  |                         | 6,500  |      |   | 4,750 
|Tax fees (3)           |  |                         | 5,750  |      |   | 5,650 
|All other fees         |  |                         |       |      |   |      
|                       |  |                         |        |      |   |       
|                       |  |                        
|Total fees             |  | $                       | 85,043 |      | $ | 71,699
|                       |  |                         |        |      |   |       



|(1) | Audit Fees consist of fees billed for professional services rendered for the audit of the Companys consolidated annual financial statements and review procedures
in accordance with SAS 100 of Form 10-Q for the quarters ended March 31, 2009 and 2008, June 30, 2009 and 2008 and September 2009 and 2008 respectively, and services that are normally provided by Stegman & Company in
connection with statutory and regulatory filings or engagements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit Related Fees consist of fees billed for professional services rendered for the audit of the Companys Employee Stock Purchase Plan for the years ended
December 31, 2008 and 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax Fees consist of fees billed for professional services rendered for federal and state tax return assistance and compliance, tax advice and tax planning and property
and other tax return assistance.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



| | (a) | The following documents are filed as a part of this report:
| | --- | -----------------------------------------------------------



| | 1. | Consolidated Financial Statements of Annapolis Bancorp, Inc. have been included in Item 8.
| | -- | ------------------------------------------------------------------------------------------



| | 2. | All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes
thereto.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Exhibits
| | --- | --------

The following exhibits
are filed as part of this report.



|        |  |                                                                                       
|------- |  | --------------------------------------------------------------------------------------
|3.1     |  | Articles of Incorporation of Annapolis Bancorp, Inc.*                                 
|        | 
|3.2     |  | Amended and Restated Bylaws of Annapolis Bancorp, Inc.**                              
|        | 
|3.3     |  | Articles of Incorporation of BankAnnapolis***                                         
|        | 
|3.4     |  | Bylaws of BankAnnapolis***                                                            
|        | 
|4.0     |  | Stock Certificate of Annapolis National Bancorp, Inc.*                                
|        | 
|4.1     |  | Form of Stock Certificate for the Fixed Rate Cumulative Preferred Stock,              
|        |  | Series A. *******                                                                     
|        | 
|4.2     |  | Warrant To Purchase 299,706 Shares of Common Stock Of Annapolis                       
|        |  | Bancorp, Inc. *******                                                                 
|        | 
|10.1    |  | Annapolis National Bancorp, Inc. Employee Stock Option Plan*+                         
|        | 
|10.2    |  | Annapolis National Bancorp, Inc. 2000 Employee Stock Option Plan****                  
|        | 
|10.3    |  | Annapolis Bancorp, Inc. 2007 Stock Incentive Plan*****                                
|        | 
|10.4    |  | Form of Stock Option Award Agreement*****                                             
|        | 
|10.5    |  | Form of Restricted Share Award Agreement*****                                         
|        | 
|10.6    |  | Form of Deferral Election Agreement for Deferred Share Units*****                     
|        | 
|10.7    |  | Annapolis Bancorp, Inc. 2008 Employee Stock Purchase Plan ******                      
|        | 
|10.8    |  | Securities Purchase Agreement by and between the United States Department of the      
|        |  | Treasury and Annapolis Bancorp, Inc. dated January 30, 2009*******                    
|        | 
|14.0    |  | Code of Ethics++                                                                      
|        | 
|23.0    |  | Consent of Independent Registered Public Accounting Firm (filed herewith)             
|        | 
|31.1    |  | Certification Pursuant to Sarbanes-Oxley Section 302 (filed herewith)                 
|        | 
|31.2    |  | Certification Pursuant to Sarbanes-Oxley Section 302 (filed herewith)                 
|        | 
|32.1    |  | Certification Pursuant to 18 U.S.C. Section 1350                                      
|        | 
|32.2    |  | Certification Pursuant to 18 U.S.C. Section 1350                                      
|        | 
|99.1    |  | Certification Pursuant to 31 C. F. R. 30.15                                           
|        | 
|99.2    |  | Certification Pursuant to 31 C. F. R. 30.15                                           
|        | 
|+       |  | Management contract or compensatory plan or arrangement.                              
|        | 
|++      |  | Incorporated herein by reference to the Annual Report on Form 10-KSB for fiscal year  
|        |  | ended December 31, 2003, filed with the Securities and Exchange Commission on March   
|        |  | 25, 2005.                                                                             
|        | 
|*       |  | Incorporated herein by reference to the Companys Registration Statement on Form SB-2,
|        |  | as amended, Commission File Number 333-29841, filed with the Securities and Exchange  
|        |  | Commission on June 23, 1997.                                                          
|        | 
|**      |  | Incorporated herein by reference to the Companys Report on Form 8-K, filed with the  
|        |  | Securities and Exchange Commission on October 23, 2008.                               
|        | 
|***     |  | Incorporated herein by reference to the Companys Annual Report on Form 10-KSB for    
|        |  | the fiscal year ended December 31, 2000, filed with the Securities and Exchange       
|        |  | Commission on March 28, 2001.                                                         
|        | 
|****    |  | Incorporated herein by reference to the Companys Definitive Proxy Statement for the  
|        |  | 2000 annual meeting, filed with the Securities and Exchange Commission on April 5,    
|        |  | 2000.                                                                                 
|        | 
|*****   |  | Incorporated herein by reference to the Companys Registration Statement on Form S-8, 
|        |  | Commission File Number 333-136382, filed with the Securities and Exchange             
|        |  | Commission on August 8, 2007.                                                         
|        | 
|******  |  | Incorporated herein by reference to the Companys Definitive Proxy Statement for the  
|        |  | 2009 annual meeting, filed with the Securities and Exchange Commission on April 13,   
|        |  | 2008.                                                                                 
|        | 
|******* |  | Incorporated herein by reference to the Companys Current Report on Form 8-K, filed   
|        |  | with the Securities and Exchange Commission on February 3, 2010.                      



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SIGNATURES

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



ANNAPOLIS BANCORP, INC.By:

/s/ Richard M. LernerRichard M. LernerChairman and CEODate:

March 25, 2010By:

/s/ Edward J. SchneiderEdward J. SchneiderChief Financial OfficerDate:

March 25, 2010


Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates stated.



|                          |  |                                              |  |               
|------------------------- |  | -------------------------------------------- |  | --------------
|NAME                      |  | Title                                        |  | Date          
|                          |  |                                             
|/s/ Richard M. Lerner     |  | Chairman, Chief Executive Officer and        |  | March 25, 2010
|Richard M. Lerner         |  | Director (principal executive officer)       |  |               
|                          |  |                                             
|/s/ Edward J. Schneider   |  | Treasurer and Chief Financial Officer        |  | March 25, 2010
|Edward J. Schneider       |  | (principal accounting and financial officer) |  |               
|                          |  |                                             
|/s/ Joseph G. Baldwin     |  | Director                                     |  | March 25, 2010
|Joseph G. Baldwin         |  |                                              |  |               
|                          |  |                                             
|/s/ Walter L. Bennett, IV |  | Director                                     |  | March 25, 2010
|Walter L. Bennett, IV     |  |                                              |  |               
|                          |  |                                             
|/s/ Clyde E. Culp, III    |  | Director                                     |  | March 25, 2010
|Clyde E. Culp, III        |  |                                              |  |               
|                          |  |                                             
|/s/ Kendel S. Ehrlich     |  | Director                                     |  | March 25, 2010
|Kendel S. Ehrlich         |  |                                              |  |               
|                          |  |                                             
|/s/ F. Carter Heim        |  | Director                                     |  | March 25, 2010
|F. Carter Heim            |  |                                              |  |               
|                          |  |                                             
|/s/ Stanley J. Klos, Jr.  |  | Director                                     |  | March 25, 2010
|Stanley J. Klos, Jr.      |  |                                              |  |               
|                          |  |                                             
|/s/ Lawrence E. Lerner    |  | Director                                     |  | March 25, 2010
|Lawrence E. Lerner        |  |                                              |  |               
|                          |  |                                             
|/s/ Lawrence W. Schwartz  |  | Director                                     |  | March 25, 2010
|Lawrence W. Schwartz      |  |                                              |  |               
|                          |  |                                             
|/s/ Ermis Sfakiyanudis    |  | Director                                     |  | March 25, 2010
|Ermis Sfakiyanudis        |  |                                              |  |               
|                          |  |                                             
|/s/ Clifford T. Solomon   |  | Director                                     |  | March 25, 2010
|Clifford T. Solomon       |  |                                              |  |               



55