TRANSITION AGREEMENT WITH GENERAL RELEASE AND INDEPENDENT CONTRACTOR CONSULTANT ENGAGEMENT

This Transition Agreement with General Release and Independent Contractor Consultant Engagement (this “Agreement”) is entered into by and between 1 ^st Mariner Bancorp and 1 ^st Mariner Bank (jointly and/or individually, “1 ^st Mariner” or the “Bank”), as the party of the first part, and Joseph A. Cicero (“Cicero”), as the party of the second part (collectively, the “Parties”), for the purpose of setting forth mutual promises regarding Cicero’s leaving 1 ^st Mariner employment  for retirement and to resolve any and all potential and/or actual disputes and issues that Cicero may have with respect to 1 ^st Mariner.  In consideration of the mutual undertakings and agreements set forth herein, as well as other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, 1 ^st Mariner and Cicero agree as follows:

1.            Termination of Employment and Subsequent Independent Contractor Consulting Agreement .

1.1.           By mutual agreement of the Parties, Cicero’s employment with 1 ^st Mariner Bancorp, 1 ^st Mariner Bank and any and all of their affiliates shall terminate on, and his last day of active employment shall be, May 22, 2009.  Any disability or long term care insurance enjoyed by Cicero as an employee will terminate on May 22, 2009. The termination, continuation and/or conversion of any life insurance benefits enjoyed by Cicero as an employee shall be governed by the terms of such benefit plans. Any health insurance benefit coverage Cicero and/or his covered dependents had shall terminate on May 31, 2009.  Cicero and his dependents will be financially responsible for any health insurance continuation or conversion coverage after May 31, 2009, except as specifically provided for otherwise below.

1.2.           However, after four (4) copies of this Agreement signed by Cicero have been returned to and received by Lorraine Ash, Bank Vice President of Human Resources, and upon this Agreement becoming effective as provided by Paragraph 4 below, Cicero shall be engaged in a consulting status with 1 ^st Mariner through December 31,  2009, during which time Cicero will be an independent contractor and will be entitled to receive and retain fees provided by Paragraph 2.1 below for the performance of his consultant obligations pursuant to this Paragraph.  It is anticipated that Cicero shall focus his consulting efforts on 1 ^st Mariner’s regulatory relations as the Bank works to maintain compliance with various regulatory matters.  Nevertheless, Cicero shall perform any other additional duties that 1 ^st Mariner may assign to him from time to time.  During this consulting  period, Cicero will  provide his full and complete cooperation to 1 ^st Mariner; hold himself reasonably available, for up to an average of 40 hours per month, at times to be determined by the Bank; respond competently and effectively with information, counsel and advice, to requests for such from 1 ^st Mariner’s representatives  and devote his time, attention, skill and energy to the professional performance of such duties as are requested of him by 1 ^st Mariner or its officers.  Furthermore, Cicero agrees that to perform these consulting duties, he will come to 1 ^st Mariner’s offices when requested by 1 ^st Mariner on an as needed basis; be available by telephone and e-mail to 1 ^st Mariner representatives on the same basis; and/or from time to time, attend meetings or activities at 1 ^st Mariner’s offices or elsewhere, upon 1 ^st Mariner’s request.

1.3.           Assuming Cicero works for the Bank through May 22, 2009, Cicero will receive his regular salary at the level last received as an employee, pro rata, less lawful deductions, including for state and federal withholding and employment taxes, through that date.  Cicero expressly acknowledges that he is not eligible to receive any further employment compensation, and that when he has received the payment for the aforementioned regular salary, he will have received all monies owed to him from 1 ^st Mariner for any type of employment compensation, including, without limitation, for any leave benefits, or for any salary, bonuses, commissions or incentive pay.

1.4.           Cicero shall resign any and all positions that he holds on any boards of directors, including any committees thereof, of 1 ^st Mariner Bancorp and any of its subsidiaries or affiliates, effective immediately.  Cicero shall accomplish such resignations by submitting a written letter of resignation to each board of which he is a director concurrently with his execution of this Agreement, stating clearly his intent to resign effective immediately.  Cicero acknowledges that he received no compensation for serving on any such boards of directors or their committees, and thus, he is owed no compensation or other moneys related to his service thereon.  Moreover, Cicero covenants and agrees that he will not, at any time hereafter, hold or attempt to hold a position on any boards of directors, including any committees thereof, of 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates.

1.5.           Cicero covenants and agrees that he shall not, at any time hereafter, whether as a proprietor, stockholder, partner, officer, director, employee, consultant or in any other manner or capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly-held company), become interested in,  provide assistance or support to, or otherwise become associated with, any individual, enterprise, entity, business venture or any combination of such, that has purchased or obtained beneficial ownership of or over or is planning or attempting to purchase or obtain beneficial ownership of or over, individually or as part of a group, a Controlling Interest in the outstanding stock of 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates.  Any individual, enterprise, entity, business venture or any combination of such will be deemed part of such a group to the extent there is a formal or informal agreement to act together for the purpose of acquiring, holding, voting or disposing of the stock of 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates.

For the purposes of this Agreement, a “Controlling Interest” shall be defined, for 1 ^st Mariner Bancorp and each of its subsidiaries or affiliates, as five percent (5%) beneficial ownership in the outstanding stock of the entity or, to the extent the entity is publicly held, the lesser of a five percent (5%) beneficial ownership in the outstanding stock of the entity or a level of beneficial ownership that would subject Cicero or any enterprise, entity, business venture or any combination of such with which Cicero is associated, either individually or as a member of a group, to the beneficial ownership reporting requirements of the Securities Exchange Act of 1934.

In the event Cicero becomes associated with any individual, enterprise, entity, business venture or any combination of such which thereafter purchases or obtains beneficial ownership of or over, or attempts to purchase or obtain beneficial ownership of or over such a Controlling Interest in such stock, individually or as part of a group, Cicero shall immediately terminate his involvement with and otherwise divest himself of all interest in the activities of that individual, enterprise, entity, venture or combination thereof.  Moreover, Cicero covenants and agrees that he shall not, at any time hereafter, directly or indirectly, obtain a beneficial ownership (as defined by Rule 13d-3(a) promulgated under the Securities Exchange Act of 1934) in more than five percent (5%) of the outstanding stock in 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates.

In addition, Cicero covenants and agrees that he shall not, at any time hereafter, directly or indirectly, whether as a proprietor, stockholder, partner, officer, director, employee, consultant or in any other manner or capacity whatsoever, take any actions, regardless of Cicero’s beneficial ownership in 1 ^st Mariner Bancorp outstanding stock or any of its subsidiaries or affiliates, having the purpose or effect of changing or influencing the control of 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates.  In the event Cicero becomes associated with any individual, enterprise, entity, business venture or any combination of such which thereafter takes any action having the purpose or effect of changing or influencing the control of 1 ^st Mariner Bancorp or any of its subsidiaries or affiliates, individually or as a group, Cicero shall immediately terminate his involvement with and otherwise divest himself of all interest in the activities of that individual, enterprise, entity, venture or combination thereof.

2.            Independent Consultant Compensation and Transition Payments .

2.1.           After four (4) copies of this Agreement signed by Cicero have been returned to and received by Lorraine Ash, Bank Vice President of Human Resources, and upon this Agreement becoming effective as provided in Paragraph 4 below, and so long as Cicero complies with the terms of this Agreement, 1 ^st Mariner shall pay to Cicero, as compensation for his independent contractor consultant services, for the period beginning on May 23, 2009 through December 31, 2009, a fee in an amount equal to a proportionate share of his regular salary last received as an active employee for that period, prorated over and paid on a bi-weekly basis during that period.  Cicero shall be responsible for paying all taxes due on such consulting payments, for which he shall receive a 1099 form from the Bank.  To the extent that any taxes may be due on such consulting payments, Cicero agrees to indemnify and hold 1 ^st Mariner harmless from any tax, interest or penalties resulting from the consulting payments or from any failure of Cicero and/or the Bank to make any payment of tax, interest or penalties.

2.2.           As further consideration for Cicero’s execution of and continued compliance with this Agreement, but only after it becomes effective, Cicero shall receive, in addition to the foregoing independent contractor engagement, transition payments equal to four and one-half (4½) months of his regular salary last received as an active employee, which shall be paid in accordance with the following terms of this Paragraph.  For each of the two months January and February, 2010, Cicero shall receive payments equal to a pro-rated monthly portion of his regular salary last received as an active employee.  On or before March 15, 2010, Cicero shall receive an additional lump sum payment equal to two and one-half (2½) months of his regular salary last received as an active employee.  Lawful deductions shall be made from the foregoing transition payments, including for withholding and employment taxes, as was done when Cicero was an active employee.

2.3.           1 ^st Mariner shall make the independent contractor consultant services payments and the transition payments to Cicero by personally delivering checks to him or by mailing these checks to him at his last address provided to 1 ^st Mariner or at such other address subsequently provided by Cicero to 1 ^st Mariner in writing.

2.4.           Cicero’s coverage under the Company’s health insurance benefit plans will terminate on May 31, 2009.  However, as further consideration for Cicero’s execution of and continued compliance with this Agreement after it becomes effective, 1 ^st Mariner will continue to periodically pay its portion of health insurance premium