Stock Repurchase Agreement

This Stock Repurchase Agreement (this “Agreement”) is made as of March 18, 2009, by and between Glen Burnie Bancorp , a Maryland corporation (the “Buyer”), and Eugene P. Nepa , Lot 36, Summerhill Trailer Park, Crownsville, Maryland 21032 (the “Seller”).

The Seller is the record and beneficial holder of 274,179 shares of common stock, par value $1.00 per share (“Common Stock”), of the Buyer (the “Shares”).  The Buyer desires to purchase the Shares from the Seller and the Seller desires to sell the Shares to the Buyer.

now, therefore , in consideration of the foregoing and the mutual agreements set forth herein, the Buyer and the Seller hereby agree as follows:

(a)           Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, the Shares, free and clear of all Encumbrances.

(b)            For purposes of this Agreement, “Encumbrances” shall mean all liens, claims, charges, assessments, options, security interests, proxies, agreements to vote and other legal and equitable encumbrances.

1.2.       Consideration .  In consideration for the Shares, the Buyer will pay to the Seller $9.30 per Share, for a total purchase price of $2,549,864.70.

2.1.            Closing Date .  The purchase and sale of the Shares (the “Closing”) shall take place on or before March 25, 2009 at the offices of the Buyer at 101 Crain Highway, S.E., Glen Burnie, Maryland, or at such other location or locations as the Buyer and the Seller may agree. The time and date on which the Closing is actually held is referred to herein as the “Closing Date.”

2.2.            Delivery of Shares and Consideration .  At the Closing, the Seller shall take all necessary actions and make all necessary arrangements to transfer the Shares to the Company directly, or to or through a designated agent of the Company, so that the transfer of the Shares to the Company is properly reflected on the books and records of the Company.  At the Closing, the Buyer shall pay to the Seller the cash amount set forth in Section 1.2, by wire transfer of immediately available funds to an account designated by the Seller.

(a)            Authority of Seller .  The Seller has the requisite power and authority to execute, deliver and perform this Agreement.  This Agreement has been duly executed and delivered by Seller and is the legal, valid and binding obligation of the Seller enforceable in accordance with its terms.

(b)            No Conflict .  Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Shares, under (A) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which the Seller is a party or the Shares are subject or by which the Seller is bound, (B) any court order to which the Seller is a party or any of the Shares are subject or by which the Seller is bound, or (C) any requirements of laws, rules or regulations affecting the Seller or the Shares or otherwise applicable to the transactions contemplated by this Agreement.

(c)            Title to Shares .  The Seller represents and warrants to the Buyer that the Seller is the sole record and beneficial owner of the Shares, free and clear of all Encumbrances, and that the delivery and/or release, as applicable, of the Shares to the Buyer pursuant to this Agreement will transfer and convey good and valid title thereto to the Buyer, free and clear of all Encumbrances.  The Seller represents and warrants to the Buyer that the Shares constitute all of the equity interests of the Buyer owned, directly or indirectly, by the Seller.

(i)           The Seller represents and warrants that he has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed sale of the Shares to the Buyer and that he has made an independent decision to sell the Shares to the Buyer based on the Seller’s knowledge about the Buyer and its business and other information available to the Seller, which it has determined is adequate for that purpose.  The Seller represents and warrants that he (A) has not received or relied upon any information (in any form, whether written or oral) furnished by the Buyer or on behalf of the Buyer in making that decision, or (B) requested any such information from the Buyer which the Buyer has not furnished to the Seller.

(ii)            The Seller represents, warrants, acknowledges and agrees that the Buyer and its affiliates, officers and directors, may possess material non-public information not known to the Seller regarding or relating to the Buyer, including, but not limited to, information concerning the business, financial condition, results of operations or prospects of the Buyer, and the Seller represents, warrants, acknowledges and agrees that the Seller has not received or requested any such information, including any information with respect to the Buyer’s fiscal quarter ending March 31, 2009, and agrees that neither the Buyer nor its affiliates, officers or directors shall have any liability whatsoever with respect to the nondisclosure of any such material non-public information, whether before or after the date of this Agreement.

(e)            Value of the Shares .  The Seller acknowledges and confirms that it is aware that the closing sale price of the Common Stock (the &l