STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into this 12 ^th day of September, 2006 by, between and among KENNETH C. FISHER (hereinafter, the “Seller”), PEOPLE’S BANCORP, INC., a Maryland state chartered bank, (hereinafter the “Purchaser”) and FLEETWOOD, ATHEY, MACBETH & MCCOWN, INC., a Maryland corporation (the “Corporation”).

WHEREAS , the Seller is the owner of all of the issued and outstanding shares of capital stock of the Corporation; and

WHEREAS , the Purchaser desires to purchase, and the Seller desires to sell all of the issued and outstanding shares of capital stock of the Corporation (the “Shares”) upon the terms and subject to the conditions set forth within this Agreement.

NOW, THEREFORE , in consideration of the premises, the payment of the purchase price, the mutual covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1.01. Holder of Record of the Shares . The Seller is the owner of record of five (5) shares of stock of the Corporation (the “Shares”).

The Seller warrants and represents that the Shares set forth above constitute all of the issued and outstanding shares of capital stock of the Corporation; that all Stock Certificates previously issued by the Corporation other than those representing the Shares have been duly and properly cancelled by the Corporation, and no party other than the Seller, has or, to Seller’s knowledge, asserts an ownership interest respecting the stock of the Corporation.

SECTION 2.01. Closing Date . Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Shares (the "Closing") will take place on or before December 31, 2006 at 4:00 p.m. (the "Closing Date") at the offices of the Corporation at 100 Talbot

Blvd, Chestertown, Maryland (the “Closing Agent”) or at a location in Kent County, Maryland as may be mutually agreed upon by the parties.

SECTION 2.02. Purchase and Sale of the Shares; Consideration . At the Closing, the Seller will sell, convey, transfer and deliver to the Purchaser, and the Purchaser will purchase and receive from the Seller, the Shares. The purchase price for the Shares will be One Million Dollars ($1,000,000.00) (the "Purchase Price"). The Purchase Price shall be paid at Closing in a lump sum from the Purchaser to the Seller to be made by certified check or wire transfer.

SECTION 2.03. Delivery of the Shares . At the Closing, the Seller will sell convey, transfer and deliver to the Purchaser, and the Purchaser will receive from the Seller, the Shares.

SECTION 2.04. Closing Deliveries .

(a)   At the Closing, the Seller will deliver or cause to be delivered to the Purchaser:

(i)   the stock certificates representing all of the Shares, together with duly executed and witnessed stock powers (in blank) attached thereto; and

(ii)   all of the instruments, documents and/or other materials required to be delivered under Articles 4 and 6 hereof.

(b)   At the Closing, the Purchaser will deliver or cause to be delivered:

(i)   to the Seller, the Purchase Price payable in the manner set forth with Section 2.02 above; and

(ii)   all of the instruments required to be delivered under Articles 4 and 6 hereof.

SECTION 2.05. Assets Retained by Seller .   All the personal property of the Seller on the premises of the Corporation and set forth on the attached Exhibit A shall be transferred to the Seller prior to the Closing.

SECTION 3.01. Study Period . Purchaser shall have a period of sixty (60) days after execution and delivery of this Agreement by all parties (the "Study Period") to conduct a comprehensive investigation and evaluation of all aspects of the Corporation and its assets, including all financial records of the Corporation, in such scope and detail as may be required by the Purchaser, in Purchaser’s sole opinion and at Purchaser’s sole expense. Purchaser shall have the right to terminate this Agreement upon written notice delivered to Seller at any time during the Study Period if the Purchaser, in Purchaser’s sole discretion, determines that the purchase of the

Shares is not feasible, whereupon this Agreement shall terminate and neither party shall have any further rights, liabilities or obligations under this Agreement. In the event the Purchaser fails to so notify the Seller, at the conclusion of the Study Period, the terms and conditions of this Agreement shall continue in full force and effect and be biding upon the parties hereto.

As a material inducement to the Purchaser to enter into and perform its obligations under this Agreement, the Seller hereby represents and warrants to the Purchaser that, except as heretofore disclosed to the Purchaser:

SECTION 4.01. Organization and Qualification of the Corporation . The Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland, and has the power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. Within five (5) days following the execution of this Agreement, complete and correct copies of the Corporation's Articles of Incorporation and By-Laws, as amended to date, shall be delivered by Seller to the Purchaser, and such instruments, as so amended, are in full force and effect at the date hereof.

SECTION 4.02. Shares Free and Clear of Liens

(a)   All of the issued and outstanding shares of the Corporation, are owned of record by the Seller as set forth within Section 1.01; and, unless otherwise previously disclosed to the Purchaser in writing, are free and clear of all liens, security interests, claims and encumbrances or other restrictions of any kind, and no shares are held in the Corporation's treasury. The Corporation does not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock, nor does it have outstanding any rights or options to subscribe for or to purchase any capital stock or any capital stock or securities convertible into or exchangeable for any capital stock. The Corporation is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. All of the Shares were validly issued and are fully paid and nonassessable.

(b) There are no agreements (oral or written) to which the Seller is a party involving the voting, transfer or sale of any of the Shares; and if any such agreement did exist at any time prior hereto, the same was properly terminated by unanimous action of the Seller and the Corporation.

SECTION 4.03. Authority Relative to Agreement . The Seller has the power, capacity and authority, and the Corporation has the corporate power and authority, to execute and deliver this Agreement and to consummate the transactions contemplated on his or its part hereby. The execution and delivery by the Corporation of this Agreement and the consummation of the transactions contemplated on its part have been authorized by its Board of Directors. No other corporate proceedings on the part of the Corporation are necessary to authorize the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated on its

part hereby. This Agreement has been duly executed and delivered by the Corporation and the Seller and is a valid and binding agreement of each of the Corporation and the Seller, enforceable in accordance with its terms.

SECTION 4.04. No Breach; Consents . The negotiation, execution, delivery and performance of this Agreement by the Corporation and the Seller and the consummation of the transactions contemplated hereby (a) do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of any lien, security interest, charge, encumbrance or other restriction upon the assets of the Corporation or require any authorization, consent, approval, exemption or other action by or notice to any third party under the provisions of the charters or by-laws of the Corporation or any license, indenture, mortgage, lease, loan agreement or other agreement (oral or written) or instrument to which the Corporation is a party or under which its properties are bound or to which the Seller is a party and which are not otherwise disclosed in this Agreement and (b) do not require any authorization, consent, approval, exemption or other action by or notice to any court or governmental body under any law, statute, rule, regulation or decree to which the Seller or the Corporation is subject and which is not otherwise disclosed in this Agreement.

SECTION 4.05. Financial Statements . The Seller has previously delivered to the Purchaser true and complete copies of (i) the tax returns of the Corporation for 2005, 2004 and 2003 and (ii) copies of unaudited balance sheets and financial statements for the interim period ended August 31, 2006. To the best of the Seller's knowledge, such financial information fairly presents the financial condition and results of operations of the Corporation in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods presented.

SECTION 4.06. Accounts Receivable . The accounts receivable of the Corporation as of August 31, 2006, as shown on the attached Exhibit B, are outstanding and owed to the Corporation in the amounts there shown, and the same are shown on the books of the Corporation, after application of reserves for bad debts in accordance with generally accepted accounting principles consistently applied by the Corporation. There has been no material adverse change to the accounts receivable of the Corporation since the above date.

SECTION 4.07. Accounts Payable . The accounts payable of the Corporation as of August 31, 2006, as shown on the attached Exhibit C, are outstanding and owed by the Corporation in the amount shown there and the same are shown on the books of the Corporation in accordance with generally accepted accounting principals consistently applied by the Corporation. There has been no material change to the accounts payable of the Corporation since the above date.

SECTION 4.08. Bank Accounts . The Corporation has bank accounts at the following banking or financial institutions, which shall be maintained in the ordinary course of business until the date of the Closing:

SECTION 4.09. Absence of Debts and Liabilities . Other than those debts and obligations set forth upon Exhibit C hereto and those incurred in the ordinary course of business after the date of this Agreement and prior to Closing, the Corporation will have no debts, liabilities or obligations on the Closing Date hereof, whether accrued, absolute, liquidated or unliquidated. Unless set forth in writing upon the attached Exhibit D, neither the Corporation nor the Seller has any knowledge of any contingent debts, liabilities or obligations which may accrue to the Corporation after the Closing Date. The Seller or other appropriate officers of the Corporation shall insure that all ordinary operating liabilities and expenses which arise in the ordinary course of business of the Corporation up to the Closing Date are paid prior to Closing.

SECTION 4.010. Properties or Assets .

(a)   The Corporation owns its real property in fee simple, and, except as previously disclosed, has placed no encumbrances on the Real Property. The Corporation makes no other representations regarding title to the Real Property.

(b)   The Corporation has the full right to the use of its name, and of the names “FAM&M INC.” and “Dockmaster Yacht Insurance”. Neither the Corporation nor the Sellers has notice or is aware of any trademark, serviceman, or tradename of any other person or entity which infringes on, or is infringed by any trademark, serviceman or tradename of or used by the Corporation.

SECTION 4.11. Tax Matters .

To the best of Seller's knowledge, all tax returns and related information required to be filed by or on behalf of the Corporation prior to the date hereof have been prepared and filed in accordance with applicable law, and all taxes, interest, penalties, assessments or deficiencies that have become due pursuant to such returns or any assessments or otherwise have been paid in full. All such returns are true and correct in all material respects. There is no materia