10-K 1 t300194.txt SHORE BANCSHARES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2002 0-22345 Commission File No. SHORE BANCSHARES, INC. (Exact name of registrant as specified in its charter) MARYLAND 52-1974638 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 18 EAST DOVER STREET, EASTON, MARYLAND 21601 --------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (410) 822-1400 Registrant's Telephone Number, Including Area Code Securities Registered pursuant to Section 12(b) of the Act: None. Securities Registered pursuant to Section 12(g) of the Act: Common Stock Par Value $.01 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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 an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No ----- ---- The aggregate market value of the Corporation's voting stock held by non-affiliates of the registrant as of June 27, 2002 was $104,512,989. The number of shares outstanding of the registrant's common stock as of March 12, 2003 was 5,372,612. Documents Incorporated by Reference Portions of the Annual Report to Stockholders for the year ended December 31, 2002 are incorporated by reference into Parts I and II of this report. Except for the portions of this Annual Report that is expressly incorporated herein by reference, the Annual Report is not to be deemed filed with the Securities and Exchange Commission. Portions of the Shore Bancshares, Inc. definitive Proxy Statement for its 2003 Annual Stockholders' Meeting are incorporated by reference into Part III of this report.

FORM 10-K INDEX Page(s) Part I Item 1. Business 3 Item 2. Properties 14 Item 3. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 14 Item 6. Selected Financial Data 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15 Item 8. Financial Statements and Supplementary Data 15 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16 Part III Item 10. Directors and Executive Officers of the Registrant 16 Item 11. Executive Compensation 16 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16 Item 13. Certain Relationships and Related Transactions Item 14. Controls and Procedures 16 Part IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 17 Signatures 19 Certifications 20-21 Exhibit List 22

PART I ITEM 1. BUSINESS GENERAL Shore Bancshares, Inc. (the "Company"), a Maryland corporation incorporated on March 15, 1996, is a financial holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). The Company engages in the business of banking through its two bank subsidiaries, The Centreville National Bank of Maryland ("Centreville National Bank") and The Talbot Bank of Easton, Maryland ("Talbot Bank"), collectively referred to as the "Banks". Centreville National Bank commenced operations in 1876 and is a national banking organization. Talbot Bank commenced operations in 1885 and is a commercial bank chartered under the laws of the State of Maryland. The Banks operate twelve full service branches and seventeen Automated Teller Machines ("ATM's"), providing a full range of commercial and consumer banking products and services to individuals, businesses, and other organizations in Kent, Queen Anne's, Caroline, Talbot and Dorchester counties in Maryland. Deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"). The Company also engages in insurance producer activities and insurance premium finance activities through The Avon Dixon Agency, LLC, Elliott Wilson Insurance, LLC, and Mubell Finance, LLC, collectively referred to as the "insurance subsidiaries". The insurance subsidiaries were formed as a result of the Company's acquisition of the assets of The Avon-Dixon Agency, Inc., Elliott Wilson Insurance, Inc., Avon-Dixon Financial Services, Inc., Joseph M. George & Son, Inc. and 59th Street Finance Company on May 1, 2002. On November 1, 2002, The Avon-Dixon Agency, LLC completed its acquisition of certain assets of W.M. Freestate & Son, Inc., a full-service insurance producer firm owned by Mark M. Freestate, who serves on the Board of Directors of Centreville National Bank. The Company also formed an investment advisory firm, Wye Financial Services, LLC ("Wye Financial") during 2002 in order to provide a variety of financial planning services to the Company's customers. The Company currently has 5,372,612 shares of common stock, par value $0.01 per share ("shares") held by 1,439 holders of record on March 12, 2003. The Company's and Talbot Bank's main office is located in Talbot County, Maryland, at 18 East Dover Street, Easton, Maryland 21601. Centreville National Bank's main office is located at 109 North Commerce Street, Centreville, Maryland 21617. The insurance subsidiaries main office is at 106 N. Harrison Street, Easton, Maryland 21601. As of December 31, 2002, the Company had assets of approximately $654 million, net loans of approximately $435 million, and deposits of approximately $545 million. Stockholders' equity at December 31, 2002 was approximately $78 million. BANKING PRODUCTS AND SERVICES The Banks are independent community banks and serve businesses and individuals in their respective market areas. Services offered are essentially the same as those offered by larger regional institutions that compete with the Banks. Services provided to businesses include commercial checking, savings, certificate of deposit and overnight investment sweep accounts. The Banks offer all forms of commercial lending, including secured and unsecured loans, working capital loans, lines of credit, term loans, accounts receivable financing, real estate acquisition development, construction loans and letters of credit. Merchant credit card clearing services are available as well as direct deposit of payroll, internet banking and telephone banking services. Services to individuals include checking accounts, various savings programs, mortgage loans, home improvement loans, installment and other personal loans, credit cards, personal lines of credit, automobile and other consumer financing, safe deposit boxes, debit cards, 24 hour telephone banking, PC and internet banking, and 24-hour automatic teller machine services. The Banks also offer nondeposit products, such as mutual funds and annuities, and discount brokerage services to their customers. Additionally, the Banks have Saturday hours and extended hours on certain evenings during the week for added customer convenience. 3 LENDING ACTIVITIES The Company originates secured and unsecured loans for business purposes. It is typical for commercial loans to be secured by real estate, accounts receivable, inventory equipment or other assets of the business. Commercial loans generally involve a greater degree of credit risk than one to four family residential mortgage loans. Repayment is often dependent on the successful operation of the business and may be affected by adverse conditions in the local economy or real estate market. The financial condition and cash flow of commercial borrowers is therefore carefully analyzed during the loan approval process, and continues to be monitored by obtaining business financial statements, personal financial statements and income tax returns. The frequency of this ongoing analysis depends upon the size and complexity of the credit and collateral that secures the loan. It is also the Company's general policy to obtain personal guarantees from the principals of the commercial loan borrowers. The Company provides residential real estate construction loans to builders and individuals for single family dwellings. Residential construction loans are usually granted based upon "as completed" appraisals and are secured by the property under construction. Additional collateral may be taken if loan to value ratios exceed 80%. Site inspections are performed to determine pre-specified stages of completion before loan proceeds are disbursed. These loans typically have maturities of six to twelve months and may be fixed or variable rate. Permanent financing for individuals offered by the Company includes fixed and variable rate loans with three-year or five-year balloons, and one, three or five year Adjustable Rate Mortgages. The risk of loss associated with real estate construction lending is controlled through conservative underwriting procedures such as loan to value ratios of 80% or less, obtaining additional collateral when prudent, and closely monitoring construction projects to control disbursement of funds on loans. The Company originates fixed and variable rate residential mortgage loans. As with any consumer loan, repayment is dependent on the borrower's continuing financial stability, which can be adversely impacted by job loss, divorce, illness, or personal bankruptcy. Underwriting standards recommend loan to value ratios not to exceed 80% based on appraisals performed by approved appraisers of the Company. Title insurance protecting the Company's lien priority, as well as fire and casualty insurance, is required. The Company also originates and sells long term fixed rate residential mortgage loans on the secondary market. These loans are not typically funded by the Company, however the Company receives a commission upon settlement. Commercial real estate loans are primarily those secured by office condominiums, retail buildings, warehouses and general purpose business space. Low loan to value ratio standards, as well as the thorough financial analysis performed and the Company's knowledge of the local economy in which it lends, can reduce the risk associated with these loans. A variety of consumer loans are offered to customers, including home equity loans, credit cards and other secured and unsecured lines of credit and term loans. Careful analysis of an applicant's creditworthiness is performed before granting credit, and on-going monitoring of loans outstanding is performed in an effort to minimize risk of loss by identifying problem loans early. BANKING SERVICE CORPORATION Centreville National Bank, the Company's subsidiary, owns 29.25% of the issued and outstanding common stock of The Delmarva Bank Data Processing Center, Inc. ("Delmarva"). Delmarva is a Maryland corporation located in Easton, Maryland, which provides data processing services to banks located in Maryland, Delaware, Virginia and the District of Columbia. Delmarva provides these services to Centreville National Bank and Talbot Bank. COMPETITIVE CONDITIONS The Company is subject to substantial competition in all aspects of its business. Recent changes in federal banking laws have resulted in an even greater degree of competition in the banking industry. The Company competes with larger regional banks and other locally owned banks within its market area. Some regional banks have resources substantially greater than the Company, which can often give them a competitive advantage. The Company competes for loans and deposits against these institutions, as well as credit unions, savings institutions, brokerage firms, insurance companies and mortgage companies. 4 The Company engages in traditional marketing activities, such as advertising in local newspapers, trade journals and other publications, and radio advertising to attract new customers. In addition, personal contact by officers, directors and employees their involvement on boards of nonprofit organizations and other community organizations, as well as their participation in community events, often results in new business. The Banks also rely on referrals from satisfied customers. The following table sets forth deposit data for Kent, Queen Anne's, Caroline, Talbot and Dorchester Counties as of June 30, 2002, the most recent date for which comparative information is available.

% of Kent County Deposits Total ------------------------------------------------------------------------------------------- (in thousands) Peoples Bank of Kent County, Maryland $129,165 33.79% The Chestertown Bank of Maryland 121,443 31.77 Chesapeake Bank and Trust Co. 51,986 13.60 Farmers Bank of Maryland 32,466 8.49 SunTrust Bank 23,763 6.22 THE CENTREVILLE NATIONAL BANK OF MARYLAND 23,434 6.13 -------- ------- Total $382,257 100.00% ======== ======= SOURCE: FDIC DATABOOK % of Queen Anne's County Deposits Total ------------------------------------------------------------------------------------------- (in thousands) The Queenstown Bank of Maryland $197,179 39.77% THE CENTREVILLE NATIONAL BANK OF MARYLAND 151,911 30.64 Bank of America, National Association 43,460 8.76 The Chestertown Bank of Maryland 40,124 8.09 Allfirst Bank 30,578 6.17 BankAnnapolis 18,071 3.64 Farmers Bank 14,515 2.93 -------- ------- Total $495,838 100.00% ======== ======= SOURCE: FDIC DATABOOK % of Caroline County Deposits Total ------------------------------------------------------------------------------------------- (in thousands) Provident State Bank of Preston, Maryland $95,645 31.43% Peoples Bank of Maryland 85,651 28.15 Allfirst Bank 30,397 9.99 THE CENTREVILLE NATIONAL BANK OF MARYLAND 29,302 9.63 Farmers Bank of Maryland 29,165 9.58 Bank of America, National Association 14,315 4.70 Atlantic Bank 12,717 4.18 Easton Bank & Trust 7,107 2.34 -------- -------- Total $304,299 100.00% ======== ======== 5 SOURCE: FDIC DATABOOK % of Talbot County Deposits Total ------------------------------------------------------------------------------------------- (in thousands) THE TALBOT BANK OF EASTON, MARYLAND $302,088 41.95% St. Michaels Bank 136,162 18.91 Bank of America, National Association 78,548 10.91 Easton Bank & Trust 66,040 9.17 SunTrust Bank 51,032 7.09 Allfirst Bank 30,480 4.23 Farmers Bank 27,484 3.82 First Mariner Bank 14,889 2.07 The Queenstown Bank of Maryland 13,341 1.85 Chevy Chase Bank 79 0.01 -------- -------- Total $720,143 100.00% ======== ======== SOURCE: FDIC DATABOOK % of Dorchester County Deposits Total ------------------------------------------------------------------------------------------- (in thousands) The National Bank of Cambridge $157,537 34.76% Bank of the Eastern Shore 121,937 26.91 Hebron Savings Bank 39,573 8.73 Allfirst Bank 28,597 6.31 Bank of America, National Association 28,009 6.18 Atlantic Bank 26,990 5.96 Provident State Bank of Preston, Maryland 23,152 5.11 SunTrust Bank 16,224 3.58 THE TALBOT BANK OF EASTON, MARYLAND 11,182 2.47 -------- ------ Total$453,201 100.00% ======== ====== SOURCE: FDIC DATABOOK

SUPERVISION AND REGULATION The following is a summary of the material regulations and policies applicable to the Company and its subsidiaries and is not intended to be a comprehensive discussion. Changes in applicable laws and regulations may have a material effect on the business of the Company and Banks. GENERAL The Company is a financial holding company registered with the Board of Governors of the Federal Reserve System (the "FRB") under the BHC Act and as such is subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the FRB. Talbot Bank is a Maryland-chartered bank and is a member of the FDIC. Talbot Bank is subject to the regulation, supervision, and reporting requirements of the FDIC, as well as the Maryland Commissioner of Financial Regulation. Centreville National Bank is a national banking association and member of the FDIC. Centreville National Bank is subject to the regulation, supervision, and reporting requirements of the Office of the Comptroller of the Currency ("OCC"). The Banks are also subject to numerous state and federal statutes and regulations that affect the business of banking. 6 REGULATION OF FINANCIAL HOLDING COMPANIES Pursuant to the Gramm-Leach-Bliley Act (the "GLBA"), the Company elected to become a "financial holding company" as of April 26, 2001 and, as such, may engage in activities that are in addition to the business of banking. A financial holding company may engage in a full range of financial activities, including, insurance and securities sales and underwriting activities, and real estate development, with new expedited notice procedures. The GLBA is described in more detail below. Subsidiary banks of financial holding companies are subject to certain statutory limits on the transfer of funds to the holding company or any of its nonbank subsidiaries, whether in the form of loans or other extensions of credit, investments in their securities and on the use of their securities as collateral for loans to any borrower. Such transfers of a subsidiary bank to a holding company or one of its nonbanking subsidiaries is limited in amount, and such loans and extensions of credit are required to be collateralized in specified amounts. Under FRB policy, the Company is expected to act as a source of strength to its subsidiary banks, and the FRB may charge the Company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. In addition, under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), depository institutions insured by the FDIC can be held liable for any losses incurred by, or reasonably anticipated to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. Accordingly, in the event that any insured subsidiary of the Company causes a loss to the FDIC, other insured subsidiaries of the Company could be required to compensate the FDIC by reimbursing it for the estimated amount of such loss. Such cross guaranty liabilities generally are superior in priority to obligations of a financial institution to its stockholders and obligations to other affiliates. FEDERAL BANKING REGULATION Federal Banking regulators, such as the OCC and the FDIC, may prohibit the institutions over which they have supervisory authority from engaging in activities or investments that the regulators believe are unsafe or unsound banking practices. Federal banking regulators have extensive enforcement authority over the institutions they regulate to prohibit or correct activities which violate law, regulation or a regulatory agreement or which are deemed to be unsafe or unsound practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions. The Banks are subject to certain restrictions on extensions of credit to executive officers, directors, and principal stockholders or any related interest of such persons, which generally require that such credit extensions be made on substantially the same terms as are available to third parties dealing with the Banks and not involve more than the normal risk of repayment. Other laws tie the maximum amount that may be loaned to any one customer and its related interests to capital levels. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), each federal banking agency is required to prescribe, by regulation, non-capital safety and soundness standards for institutions under its authority. The federal banking agencies have adopted standards covering internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution which fails to meet those standards may be required by the agency to develop a plan acceptable to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. The Company, on behalf of the Banks, believes that the Banks meet substantially all standards which have been adopted. FDICIA also imposes new capital standards on insured depository institutions. See "Capital Requirements" below. DEPOSIT INSURANCE As FDIC member institutions, the Banks' deposits are insured to a maximum of $100,000 per depositor through the Bank Insurance Fund ("BIF"), administered by the FDIC, and each institution is required to pay semi-annual deposit insurance premium assessments to the FDIC. The BIF assessment rates have a range of 0 to 27 cents for every $100 in assessable deposits. In addition, as a result of the April 1997 merger of Kent Savings and Loan Association, F.A. into Centreville National Bank, approximately $27.8 million of the Centreville National Bank's deposits are insured through the Savings Association Insurance Fund ("SAIF"), also administered by the FDIC, which are determined quarterly. The federal Economic Growth and Regulatory Paperwork Reduction Act of 1996 (the"1996 Act") included provisions that, among other things, recapitalized the SAIF through a special assessment on savings association deposits and bank deposits that had been acquired from savings associations. 7 CAPITAL REQUIREMENTS The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines, there are two basic measures: a risk-based measure and a leverage measure. The risk-based capital guidelines are established to make regulatory capital requirements more sensitive to risk profiles of banks and bank holding companies and to account for off balance sheet exposure. Assets and off balance sheet items are assigned to broad risk categories, each with appropriate weights. A banking organization's capital is divided into two tiers. "Tier 1", or core capital, includes common equity, retained earnings, minority interest in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets. "Tier 2", or supplementary capital, includes, among other things, limited life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan and lease losses, subject to certain limitations, and less required deductions. "Total Capital" is the sum of Tier 1 and Tier 2 capital. The Tier 1 component must comprise at least 50% of qualifying total capital. Regulatory guidelines require a minimum of total capital to risk-adjusted assets ratio of 8 percent and a minimum Tier 1 capital to risk weighted assets ratio of 4 percent. Institutions which meet or exceed a Tier 1 ratio of 6 percent, a total capital ratio of 10 percent and a Tier 1 leverage ratio of 5 percent are considered well capitalized by regulatory standards. Before establishing new branch offices, the Banks must meet certain minimum capital stock and surplus requirements and obtain regulatory approval. At December 31, 2002, both Banks had the necessary capital levels to be considered "well capitalized." FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991 In December 1991, Congress enacted FDICIA, which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made significant revisions to several other federal banking statutes. FDICIA provides for, among other things, (i) a recapitalization of the BIF by increasing the FDIC's borrowing authority and providing for adjustments in its assessment rates; (ii) annual on-site examinations of federally-insured depository institutions by banking regulators; (iii) publicly available annual financial condition and management reports for financial institutions, including audits by independent accountants; (iv) the establishment of uniform accounting standards by federal banking agencies; and (v) the establishment of a "prompt corrective action" system of regulatory supervision and intervention, based on capitalization levels, with more scrutiny and restrictions placed on institutions with lower levels of capital. FDICIA establishes a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system the federal banking regulators are required to rate supervised institutions on the basis of five capital categories: "well -capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized;" and to take certain mandatory actions, and are authorized to take other discretionary actions, with respect to institutions in the three undercapitalized categories. The severity of the actions will depend upon the category in which the institution is placed. A depository institution is "well capitalized" if it has a total risk based capital ratio of 10% or greater, a Tier 1 risk based capital ratio of 6% or greater, and a leverage ratio of 5% or greater and is not subject to any order, regulatory agreement, or written directive to meet and maintain a specific capital level for any capital measure. An "adequately capitalized" institution is defined as one that has a total risk based capital ratio of 8% or greater, a Tier 1 risk based capital ratio of 4% or greater and a leverage ratio of 4% or greater (or 3% or greater in the case of a bank with a composite CAMEL rating of 1). FDICIA generally prohibits a depository institution from making any capital distribution, including the payment of cash dividends, or paying a management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. For a capital restoration plan to be acceptable, the depository institution's parent holding company must guarantee (subject to certain limitations) that the institution will comply with such capital restoration plan. 8 Significantly undercapitalized depository institutions may be subject to a number of other requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized and requirements to reduce total assets and stop accepting deposits from correspondent banks. Critically undercapitalized depository institutions are subject to the appointment of a receiver or conservator, generally within 90 days of the date such institution is determined to be critically undercapitalized. INTERSTATE BANKING LEGISLATION The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 was enacted into law on September 29, 1994. The law provides that, among other things, substantially all state law barriers to the acquisition of banks by out of state bank holding companies are eliminated effective September 29, 1995. The law also permitted interstate branching by banks effective June 1, 1997, subject to the ability of states to opt-out completely or to set an earlier effective date. Maryland generally established an earlier effective date of September 29, 1995. GRAMM-LEACH-BLILEY ACT In November 1999, the GLBA was signed into law. Effective in pertinent part on March 11, 2000, GLBA revises the BHC Act and repeals the affiliation provisions of the Glass-Steagall Act of 1933, which, taken together, limited the securities, insurance and other non-banking activities of any company that controls an FDIC insured financial institution. Under GLBA, a bank holding company can elect, subject to certain qualifications, to become a "financial holding company." GLBA provides that a financial holding company may engage in a full range of financial activities, including insurance and securities sales and underwriting activities, and real estate development, with new expedited notice procedures. The Company has elected to become a financial holding company. Maryland law generally permits Maryland State chartered banks, including Talbot Bank, to engage in the same activities, directly or through an affiliate, as national banking associations. GLBA permits certain qualified national banking associations, including Centreville National Bank, to form financial subsidiaries, which have broad authority to engage in all financial activities except insurance underwriting, insurance investments, real estate investment or development, or merchant banking. Thus GLBA has the effect of broadening the permitted activities of both of the Banks. EFFECTS OF MONETARY POLICY The Company and its bank subsidiaries are affected by the ongoing and changing monetary policies set forth by regulatory authorities including the FRB. Through its powers, the FRB can influence the supply of bank credit and affect the level of economic activity. Changes in the discount rate and reserve requirements are among the instruments used to influence the market. These influences can impact the overall growth and distribution of bank loans, investments, and deposits, and can also, affect the rates charged on loans and paid for deposits. The monetary policies of the FRB have in the past affected the operating results of all financial institutions, including the Company and its subsidiaries, and will continue to do so in the future. FEDERAL SECURITIES LAW The Company's common stock is registered with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is subject to information reporting, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act. EMPLOYEES At March 22, 2003 the Company had 18 full-time employees, the Banks had 143 full-time employees and 31 part-time employees, the insurance agencies had 50 full-time employees and 1 part-time employee, and Wye Financial Services, LLC had 2 full time employees. 9 SEASONALITY Management of the Company does not believe that the deposits or business of the Company are seasonal in nature. Deposits may vary depending on local and national economic conditions, however, not enough to have a material impact on the Company's planning or policy-making. RISK FACTORS THE COMPANY'S FUTURE DEPENDS ON THE SUCCESSFUL GROWTH OF ITS SUBSIDIARIES The Company's primary business activity for the foreseeable future will be to act as the holding company of the Banks and of the recently-established insurance subsidiaries. Therefore, the Company's future profitability will depend on the success and growth of these subsidiaries. In the future, part of the Company's growth may come from buying other banks and buying or establishing other companies. Such entities may not be profitable after they are purchased or established, and they may lose money, particularly at first. A new bank or company may bring with it unexpected liabilities, bad loans, or bad employee relations, or the new bank or company may lose customers. THE MAJORITY OF THE COMPANY'S BUSINESS IS CONCENTRATED IN MARYLAND; A SIGNIFICANT AMOUNT OF THE COMPANY'S BUSINESS IS CONCENTRATED IN REAL ESTATE LENDING Because most of the Banks' loans are made to Maryland borrowers and most of the insurance subsidiaries' customers are located in Maryland, a decline in local economic conditions may have a greater effect on the Company's earnings and capital than on the earnings and capital of larger financial institutions whose loan portfolios are geographically diverse. Further, the Banks make many real estate secured loans, which are in greater demand when interest rates are low and economic conditions are good. Even when economic conditions are good and interest rates are low, these conditions may not continue. Additionally, the market values of the real estate securing these loans may deteriorate, and the Company may lose money if a borrower fails to repay a real estate loan. THE BANKS MAY EXPERIENCE LOAN LOSSES IN EXCESS OF THEIR ALLOWANCES The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a collateralized loan, the value and marketability of the collateral for the loan. Management of each of the Banks maintains an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, management makes various assumptions and judgments about the ultimate collectability of the loan portfolio and provides an allowance for loan losses based upon a percentage of the outstanding balances and for specific loans when their ultimate collectability is considered questionable. If management's assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb future losses, or if the bank regulatory authorities require the Banks to increase their respective allowance for loan losses as a part of their examination process, the Banks' earnings and capital could be significantly and adversely affected. Although management uses the best information available to make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions differ substantially from the assumptions used or adverse developments arise with respect to the Banks' non-performing or performing loans. Material additions to the allowance for loan losses of one of the Banks would result in a decrease in that Bank's net income and capital, and could have a material adverse effect on the Company. INTEREST RATES AND OTHER ECONOMIC CONDITIONS WILL IMPACT RESULTS OF OPERATION Results of operations for financial institutions, including the Company and its subsidiaries, may be materially and adversely affected by changes in prevailing economic conditions, including declines in real estate values, rapid changes in interest rates and the monetary and fiscal policies of the federal government. The Company's profitability is in part a function of the spread between the interest rates earned on assets and the interest rates paid on deposits and other interest-bearing liabilities (I.E., net interest income), including advances from the Federal Home Loan Bank of Atlanta (the "FHLB"). Interest rate risk arises from mismatches (I.E., the interest sensitivity gap) between the dollar amount of repricing or maturing assets and liabilities and is measured in terms of the ratio of the interest rate sensitivity gap to total assets. More assets repricing or maturing than liabilities over a given time period is considered asset-sensitive and is reflected as a positive gap, and more liabilities repricing or maturing than assets over a given time period is considered liability-sensitive and is reflected as negative gap. An asset-sensitive position (I.E., a positive gap) could enhance earnings in a rising interest rate environment and could negatively impact earnings in a falling interest rate environment, while a liability-sensitive position (I.E., a negative gap) could enhance earnings in a falling interest rate environment and negatively impact earnings in a rising interest rate environment. Fluctuations in interest rates are not predictable or controllable. The Company has attempted to structure its asset and liability management strategies to mitigate the impact on net interest income of changes in market interest rates. 10 THE MARKET VALUE OF THE COMPANY'S INVESTMENTS COULD DECLINE As of December 31, 2002, the Company had classified 89% of its investment securities as available-for-sale pursuant to Statement of Financial Accounting Standards No. 115 ("SFAS 115") relating to accounting for investments. SFAS 115 requires that unrealized gains and losses in the estimated value of the available-for-sale portfolio be "marked to market" and reflected as a separate item in stockholders' equity (net of tax) as accumulated other comprehensive income. The remaining investment securities are classified as held-to-maturity in accordance with SFAS 115, and are stated at amortized cost. In the past, gains on sales of investment securities have not been a significant source of income for the Company. There can be no assurance that future market performance of the Company's investment portfolio will enable the Company to realize income from sales of securities. Stockholders' equity will continue to reflect the unrealized gains and losses (net of tax) of these investments. There can be no assurance that the market value of the Company's investment portfolio will not decline, causing a corresponding decline in stockholders' equity. Management believes that several factors will affect the market values of the Company's investment portfolio. These include, but are not limited to, changes in interest rates or expectations of changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation and the slope of the interest rate yield curve (the yield curve refers to the differences between shorter-term and longer-term interest rates; a positively sloped yield curve means shorter-term rates are lower than longer-term rates). Also, the passage of time will affect the market values of our investment securities, in that the closer they are to maturing, the closer the market price should be to par value. These and other factors may impact specific categories of the portfolio differently, and management cannot predict the effect these factors may have on any specific category. THE COMPANY'S ABILITY TO PAY DIVIDENDS IS LIMITED Holders of shares of the Company's common stock are entitled to dividends if, when, and as declared by the Company's Board of Directors out of funds legally available for that purpose. Although the Board of Directors has declared cash dividends in the past, the current ability to pay dividends is largely dependent upon the receipt of dividends from the Banks. Federal and state laws impose restrictions on the ability of the Banks to pay dividends. Additional restrictions are placed upon the Company by the Maryland General Corporation Law and the policies of federal regulators, including the FRB's November 14, 1985 policy statement, which provides that bank holding companies should pay dividends only out of the past year's net income, and then only if their prospective rate of earnings retention appears consistent with their capital needs, asset quality, and overall financial condition. In general, future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including the future earnings, capital requirements, regulatory constraints, and the Company's financial condition as well as those of the Banks. THE COMPANY'S STOCK IS NOT HEAVILY TRADED The Company's common stock is traded on the Nasdaq Small Cap Market and is not heavily traded. Stock that is not heavily traded can be more volatile than stock trading in an active public market. Factors such as the Company's financial results, the introduction of new products and services by the Company or its competitors, and various factors affecting the banking industry generally may have a significant impact on the market price of the Company's common stock. Management cannot predict the extent to which an active public market for the Company's common stock will develop or be sustained in the future. In recent years, the stock market has experienced a high level of price and volume volatility, and market prices for the stock of many companies have experienced wide price fluctuations that have not necessarily been related to their operating performance. Therefore, the Company's stockholders may not be able to sell their shares at the volumes, prices, or times that they desire. THE COMPANY'S STOCK IS NOT INSURED Investments in the shares of the Company's common stock are not deposits and are not insured against loss by the government. 11 THE COMPANY OPERATES IN A COMPETITIVE MARKET The Company and its subsidiaries operate in a competitive environment, competing for loans, deposits, and customers with commercial banks, savings associations and other financial entities. Competition for deposits comes primarily from other commercial banks, savings associations, credit unions, money market and mutual funds and other investment alternatives. Competition for loans comes primarily from other commercial banks, savings associations, mortgage banking firms, credit unions and other financial intermediaries. Competition for other products, such as insurance and securities products, comes from other banks, securities and brokerage companies, insurance companies, insurance agents and brokers, and other nonbank financial service providers in the Company's market area. Many of these competitors are much larger in terms of total assets and capitalization, have greater access to capital markets, and/or offer a broader range of financial services, such as trust services, than those offered by the Company and its subsidiaries. In addition, banks with a larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the needs of larger customers. Finally, the Company's growth and profitability will depend upon its ability to attract and retain skilled managerial, marketing and technical personnel. Competition for qualified personnel in the financial services industry is intense, and there can be no assurance that the Company will be successful in attracting and retaining such personnel. THE BANKING INDUSTRY IS HEAVILY REGULATED; SIGNIFICANT REGULATORY CHANGES COULD ADVERSELY AFFECT THE COMPANY'S OPERATIONS The Company's operations and those of the Banks are and will be affected by current and future legislation and by the policies established from time to time by various federal and state regulatory authorities. The Company is subject to supervision by the FRB. The Talbot Bank is subject to supervision and periodic examination by the Maryland Commissioner and the FDIC, and The Centreville National Bank is subject to supervision and periodic examination by the OCC and the FDIC. Banking regulations, designed primarily for the safety of depositors, may limit a financial institution's growth and the return to its investors by restricting such activities as the payment of dividends, mergers with or acquisitions by other institutions, investments, loans and interest rates, interest rates paid on deposits, expansion of branch offices, and the offering of securities or trust services. The Banks are also subject to capitalization guidelines established by federal law and could be subject to enforcement actions to the extent that the Banks are found by regulatory examiners to be undercapitalized. It is not possible to predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on the Company's future business and earnings prospects, as well as those of the Banks. Management also cannot predict the nature or the extent of the effect on the Company's business and earnings of future fiscal or monetary policies, economic controls, or new federal or state legislation. Further, the cost of compliance with regulatory requirements may adversely affect the Company's ability to operate profitably. THE COMPANY MAY BE ADVERSELY AFFECTED BY RECENT LEGISLATION The GLBA was signed into law on November 12, 1999. Among other things, GLBA repeals restrictions on banks affiliating with securities firms. It also permits bank holding companies that become financial holding companies to engage in additional financial activities, including insurance and securities underwriting and agency activities, merchant banking, and insurance company portfolio investment activities that are currently not permitted for bank holding companies. GLBA may have the result of increasing the competition the Company faces from larger banks and other companies. It is not possible to predict the full effect that GLBA will have on the Company. In addition, recent changes in other federal banking laws facilitate interstate branching and merger activity among banks. Such changes may result in an even greater degree of competition in the banking industry, and the Company may be brought into competition with institutions with which it does not presently compete. From time to time other changes are proposed to laws affecting the banking industry, and these changes could have a material effect on the Company's business and prospects. The Company's future profitability may be adversely affected by increased competition resulting from this legislation. THE COMPANY MAY BE SUBJECT TO CLAIMS Customers may sue the Company and its subsidiaries for losses due to alleged breaches of fiduciary duties, errors and omissions of employees, officers and agents, incomplete documentation, the failure of the Company and/or its subsidiaries to comply with applicable laws and regulations, or many other reasons. Also, the employees of the Company and/or its subsidiaries may knowingly or unknowingly violate laws and regulations. Company management may not be aware of any violations until after their occurrence. This lack of knowledge may not insulate the Company and its subsidiaries from liability. Claims and legal actions may result in legal expenses and liabilities that may reduce the Company's profitability and hurt its financial condition. 12 THE COMPANY MAY NOT BE ABLE TO KEEP PACE WITH DEVELOPMENTS IN TECHNOLOGY The Company and its subsidiaries use various technologies in their respective businesses, including telecommunication, data processing, computers, automation, internet-based banking, and debit cards. Technology changes rapidly. The Company's ability to compete successfully with other banks and non-banks may depend on whether it can exploit technological changes. The Company may not be able to exploit technological changes, and any investment it does make may not make it more profitable. THE COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS MAY DISCOURAGE A CORPORATE TAKEOVER The Company's Amended and Restated Articles of Incorporation ("Articles") and By-Laws contain certain provisions designed to enhance the ability of the Board of Directors to deal with attempts to acquire control of the Company. These provisions provide for the classification of the Company's Board of Directors into three classes; directors of each class generally serve for staggered three-year periods. No director may be removed except for cause and then only by a vote of at least two-thirds of the total eligible stockholder votes. In addition, Maryland law contains anti-takeover provisions that apply to the Company. Although these provisions do not preclude a takeover, they may have the effect of discouraging a future takeover attempt which would not be approved by the Company's Board of Directors, but pursuant to which stockholders might receive a substantial premium for their shares over then-current market prices. As a result, stockholders who might desire to participate in such a transaction might not have the opportunity to do so. Such provisions will also render the removal of the Company's Board of Directors and of management more difficult and, therefore, may serve to perpetuate current management. As a result of the foregoing, such provisions could potentially adversely affect the market price of the common stock. STATISTICAL INFORMATION Statistical information required in this Item 1 is incorporated by reference from the information appearing in the Company's Annual Report to Stockholders for the year ended December 31, 2002, as follows:

DISCLOSURE REQUIRED BY GUIDE 3 REFERENCE TO 2002 ANNUAL REPORT (I) Distribution of Assets, Liabilities and Average Balances; Yields and Rates (page 7) Stockholders' Equity; Interest Rates and Rate/Volume Analysis (page 8) Interest Differential Non-performing Assets (page 17) (II) Investment Portfolio Weighted Average Maturities and Weighted Average Yields (page 12) Notes to Financial Statements, Note 4 - Investment in Debt Securities - (pages 30 and 31) (III) Loan Portfolio Year End Loan Composition (page 13) Non-performing Assets (page 17) Maturities of Loan Portfolio (page 13) Sensitivities of Loans to Changes in Interest Rates (page 13) Allocation of the Allowance for Credit Losses (page 18) (IV) Summary of Loan Loss Experience Provision and Allowance for Credit Losses (page 16) (V) Deposits Deposits (page 14) (VI) Return on Equity and Assets Return on Equity and Assets (page 17) (VII) Short Term Borrowings Short Term Borrowings (page 21) Notes to Financial Statements, Note 10 -Short Term Borrowings (page 34) Notes to Financial Statements, Note 18 - Line of Credit (page 38)

13 Item 2. PROPERTIES The Company owns no real property. Talbot Bank owns the real property on which all of its offices are located, except that it operates under leases at its Saint Michaels Branch, 1013 S. Talbot Street, St. Michaels, Maryland 21663, its Cambridge Branch, 2745 Dorchester Square, Cambridge, Maryland 21613, and certain administrative officers at 21 East Dover Street, Easton, Maryland 21601. Centreville National Bank owns the real property on which all of its offices are located. The Insurance Subsidiaries do not own any real property, but operate under leases at 106 N. Harrison Street, Easton, Maryland 21601; 300 Saddler Road Grasonville, Maryland 21638; 105 Lawyers Row, Centreville, Maryland 21617; and 9707 Ocean Gateway, Easton, Maryland 21601. Wye Financial Services, LLC does not own any real property, but leases its offices at 106 N. Washington Street, Easton, Maryland 21601. The leases described above expire between 2003 and 2006. Lease payments in 2002 made in connection with these properties totaled $267,418. Item 3. LEGAL PROCEEDINGS There are no material legal proceedings pending against the Company or any of its subsidiaries other than ordinary routine litigation incidental to the business to which the Company or its subsidiaries is a party or to which any of their properties are subject. There are also no material proceedings known to management to which any Director, officer, or affiliate of the Company, any person holding beneficially in excess of five (5) percent of the Company's shares, or any associate of any such Director, officer or security holder is a party. Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS There were no matters submitted for vote to shareholders in the Fourth quarter of 2002. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required by this item regarding the market for the Company's Common Stock is incorporated herein by reference to the Annual Report to Stockholders for the year ended December 31, 2002. The ability of the Company to pay dividends on shares of Common Stock is limited. See "Risk Factors - The Company's Ability to Pay Dividends is Limited" under Part I, Item I of this report on Form 10-K, which is incorporated herein by reference. EQUITY COMPENSATION PLAN INFORMATION The Company has three equity compensation plans under which it may issue shares of its Common Stock to employees, officers, and/or directors of the Company and its subsidiaries. These plans are: (i) the Shore Bancshares, Inc. 1998 Stock Option Plan (the "1998 Stock Option Plan"); the (ii) the Shore Bancshares, Inc. 1998 Employee Stock Purchase Plan (the "1998 Stock Purchase Plan"); and (iii) the Talbot Bancshares, Inc. Employee Stock Option Plan (the "Talbot Plan"). The 1998 Stock Option Plan and the 1998 Employee Stock Purchase Plan were approved by the Company's Board of Directors and its stockholders. In connection with the merger of Talbot Bancshares, Inc. ("Talbot") into the Company in December 2000, the Company assumed options previously granted under, and subject to all terms of, the Talbot Plan. The Company subsequently registered the Talbot Plan with the SEC, and this plan authorizes the grant of options to purchase up to 114,000 shares of the Company's Common Stock (subject to adjustment for capital adjustments, stock dividends, and similar changes in the Common Stock). The Talbot Plan was previously approved by both the Board of Directors and the stockholders of Talbot, but was not approved by the stockholders of the combined companies. Thus, only non-qualified stock options may be granted under the Talbot Plan. The Talbot Plan is administered by the Executive Committee of the Board and will expire on April 9, 2007 unless sooner terminated. Generally, key management employees of the Company and its subsidiaries are eligible to receive option grants. Options granted under the Talbot Plan vest according to the terms of the related stock option agreements and can be exercised for 10 years after grant, 14 unless the Board provides otherwise. The option exercise price will generally be the fair market value of the shares on the date the option is granted. Upon exercise of options granted under the Talbot Plan, the plan obligates the Company to pay the optionee a tax benefit payment in an amount of U.S. dollars equal to the number of shares as to which the option is being exercised, multiplied by (i) the "tax rate" and (ii) the difference between the per share fair market value at the time of exercise and the per share option price. The tax rate shall be a percentage designated by the Company to result in compensating the optionee for the federal, state and local income tax liability incurred by the optionee by virtue of his exercise of the option and the payment to him of the tax benefit payment. Options are not transferable other than by will or the laws of descent and distribution. All unexercised options will lapse upon termination of employment other than because of death, disability or approved retirement. If employment is terminated because of disability or approved retirement, the options will lapse 1 year after termination or 3 months after termination, respectively. Upon a "change in control" as defined in the Talbot Plan, all unexercised options will immediately vest and be exercisable. No options have been granted under the Talbot Plan since the merger with Talbot. The following table contains information about these equity compensation plans as of December 31, 2002:

PLAN CATEGORY NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE PRICE NUMBER OF SECURITIES REMAINING ISSUED UPON EXERCISE OF OF OUTSTANDING OPTIONS, AVAILABLE FOR FUTURE ISSUANCE OUTSTANDING OPTIONS, WARRANTS, WARRANTS, AND RIGHTS UNDER EQUITY COMPENSATION PLANS AND RIGHTS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A) (A) (B) (C) ------------------------------------------------------------------ --------------------------------- ------------------------------- EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS (1)(2) 139,534 $11.52 51,533 EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS (3) 0 $0 3,491 TOTAL 139,534 $11.52 55,024

(1) Item includes the 1998 Stock Option Plan and the 1998 Employee Stock Purchase Plan. (2) Columns (a) and (b) of this item also include options assumed by the Company under the Talbot Plan in the 2000 merger of Talbot into the Company. As of December 31, 2002, outstanding options assumed in the merger represent 100,429 shares of the Company's Common Stock, with a weighted-average exercise price of $7.77. (3) Item covers options under the Talbot Plan other than those assumed by the Company in the 2000 merger of Talbot into the Company. Item 6. SELECTED FINANCIAL DATA The information required by this item is incorporated herein by reference to the Annual Report to Stockholders for the year ended December 31, 2002. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this item is incorporated herein by reference to the Annual Report to Stockholders for the year ended December 31, 2002. Reference is also made to the information provided under the heading "Statistical Information" in Part I, Item 1 of this report on Form 10-K, which is incorporated herein by reference. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this item is incorporated herein by reference to the Annual Report to Stockholders for the year ended December 31, 2002. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is incorporated herein by reference to the Annual Report to Stockholders for the year ended December 31, 2002. 15 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with accountants on accounting and financial disclosure. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by this item is incorporated herein by reference to the definitive Proxy Statement furnished to Stockholders for the 2003 Annual Meeting of Stockholders. Item 11. EXECUTIVE COMPENSATION The information required by this item is incorporated herein by reference to the definitive Proxy Statement furnished to Stockholders for the 2003 Annual Meeting of Stockholders. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this item is incorporated herein by reference to the definitive Proxy Statement furnished to Stockholders for the 2003 Annual Meeting of Stockholders. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated herein by reference to the definitive Proxy Statement furnished to Stockholders for the 2003 Annual Meeting of Stockholders. Item 14. CONTROLS AND PROCEDURES (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within the 90 days prior to the date of this report, the Company carried out an evaluation ("Evaluation"), under the supervision and with the participation of the Company's management, including the Company's President/Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures ("Disclosure Controls") and its internal controls and procedures for financial reporting ("Internal Controls"). Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934 ("Exchange Act"), such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms issued by the Securities and Exchange Commission ("SEC"). Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures that are designed with the objective of providing reasonable assurance that the Company's (i) transactions are properly authorized; (ii) assets are safeguarded against unauthorized or improper use; and (iii) transactions are properly recorded and reported, all to permit the preparation of the Company's financial statements in conformity with generally accepted accounting principles. CEO AND CFO CERTIFICATIONS Appearing immediately following the Signatures section of this Annual Report there are "Certifications" of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. The section of the Form 10-K that you are currently reading is the information concerning the Evaluation, and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented. LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS The Company's management, including the CEO and CFO, does not expect that the Disclosure Controls or the Internal Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that 16 all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. CONCLUSIONS Based upon the Evaluation, the Company's CEO and the CFO have concluded that the Disclosure Controls are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings, and that the Internal Controls are effective to provide reasonable assurance that the Company's financial statements are fairly presented in conformity with generally accepted accounting principles. (b) CHANGES IN INTERNAL CONTROLS. There were no significant changes in the Company's Internal Controls or in other factors that could significantly affect those Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1),(2) FINANCIAL STATEMENTS Report of Independent Auditors Consolidated Balance Sheets at December 31, 2002 and 2001 Consolidated Statements of Income -- Years Ended December 31, 2002, 2001, and 2000 Consolidated Statements of Changes in Stockholders' Equity -- Years Ended December 31, 2002, 2001 and 2000 Consolidated Statements of Cash Flows -- Years Ended December 31, 2002, 2001 and 2000 Notes to Consolidated Financial Statements as of December 31, 2002, 2001 and 2000 (3) Exhibits Required to be Filed by Item 601 of Regulation S-K 3.1 Shore Bancshares, Inc. Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed by Shore Bancshares, Inc. on December 14, 2000). 3.2 Shore Bancshares, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 on Form 8-K filed by Shore Bancshares, Inc. on December 14, 2000). 10.1 Form of Employment Agreement with W. Moorhead Vermilye (incorporated by reference to Appendix XIII of Exhibit 2.1 on Form 8-K filed by Shore Bancshares, Inc. on July 31, 2000). 10.2 Form of Employment Agreement with Daniel T. Cannon (incorporated by reference to Appendix XIII of Exhibit 2.1 on Form 8-K filed by Shore Bancshares, Inc. on July 31, 2000). 10.3 Form of Employment Agreement between The Avon-Dixon Agency, LLC and Kevin P. LaTulip, filed herewith. 13 2001 Annual Report of Shore Bancshares, Inc., filed herewith. 21 Subsidiaries of Shore Bancshares, Inc., filed herewith. 17 23 Consent of Stegman & Company, filed herewith. 99.1 1998 Employee Stock Purchase Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed with the Commission on September 25, 1998 Registration No. 333-64317). 99.2 1998 Stock Option Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed with the Commission on September 25, 1998 (Registration No. 333-64319)). 99.3 Talbot Bancshares, Inc. Employee Stock Option Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed May 4, 2001 (Registration No. 333-60214)) (b) Reports on Form 8-K. None. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 29, 2002. Shore Bancshares, Inc. Date: March 28, 2003 by: /S/W. MOORHEAD VERMILYE ------------------------------ W. Moorhead Vermilye, President and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ HERBERT L. ANDREW, III Director March 28, 2003 ------------------------- Herbert L. Andrew, III /s/ BLENDA W. ARMISTEAD Director March 28, 2003 ------------------------- Blenda W. Armistead /s/ LLOYD L. BEATTY, JR. Director March 28, 2003 ------------------------ Lloyd L. Beatty, Jr. /s/ PAUL M. BOWMAN Director March 28, 2003 ------------------------ Paul M. Bowman /s/ DAVID C. BRYAN Director March 28, 2003 ------------------------ David C. Bryan /s/ DANIEL T. CANNON Director March 28, 2003 ------------------------ Daniel T. Cannon /s/ B. VANCE CARMEAN Director March 28, 2003 ------------------------ B. Vance Carmean /s/ RICHARD C. GRANVILLE Director March 28, 2003 ------------------------ Richard C. Granville /s/ NEIL R. LECOMPTE Director March 28, 2003 ------------------------ Neil R. Le Compte /s/ DAVID L. PYLES Director March 28, 2003 ------------------------ David L. Pyles /s/ W. MOORHEAD VERMILYE Director March 28, 2003 ------------------------ W. Moorhead Vermilye President/CEO /s/ SUSAN E. LEAVERTON Treasurer/ March 28, 2003 ------------------------ Susan E. Leaverton Principal Accounting Officer

19 CERTIFICATIONS I, W. Moorhead Vermilye, certify that: 1. I have reviewed this Annual Report on Form 10-K (this "Report") of Shore Bancshares, Inc. (the "Company"); 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures as of the date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: March 28, 2003 /S/ W. MOORHEAD VERMILYE ---------------------------- By: W. Moorhead Vermilye Title: President/CEO 20 CERTIFICATIONS I, Susan E. Leaverton, certify that: 1. I have reviewed this Annual Report on Form 10-K (this "Report") of Shore Bancshares, Inc. (the "Company"); 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures as of the date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: March 28, 2003 /S/ SUSAN E. LEAVERTON ---------------------------- By: Susan E. Leaverton Title: Treasurer/Principal Accounting Officer 21 EXHIBIT LIST EXHIBIT NO. DESCRIPTION Exhibit 3.1 Shore Bancshares, Inc. Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed by Shore Bancshares, Inc. on December 14, 2000). Exhibit 3.2 Shore Bancshares, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 on Form 8-K filed by Shore Bancshares, Inc. on December 14, 2000). Exhibit 10.1 Form of Employment Agreement with W. Moorhead Vermilye (incorporated by reference to Appendix XIII of Exhibit 2.1 on Form 8-K filed by Shore Bancshares, Inc. on July 31, 2000). Exhibit 10.2 Form of Employment Agreement with Daniel T. Cannon (incorporated by reference to Appendix XIII of Exhibit 2.1 on Form 8-K filed by Shore Bancshares, Inc. on July 31, 2000). Exhibit 10.3 Form of Employment Agreement between The Avon-Dixon Agency, LLC and Kevin P. LaTulip, filed herewith. Exhibit 13 2002 Annual Report of Shore Bancshares, Inc., filed herewith. Exhibit 21 Subsidiaries of Shore Bancshares, Inc., filed herewith. Exhibit 23 Consent of Stegman & Company, filed herewith. Exhibit 99.1 1998 Employee Stock Purchase Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed with the Commission on September 25, 1998 Registration No. 333-64317). Exhibit 99.2 1998 Stock Option Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed with the Commission on September 25, 1998 (Registration No. 333- 64319)). Exhibit 99.3 Talbot Bancshares, Inc. Employee Stock Option Plan (incorporated by reference from the Shore Bancshares, Inc. Registration Statement on Form S-8 filed May 4, 2001 (Registration No. 333-60214)) 22