**Exhibit 10.14**

**THE PATAPSCO BANK**

**SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT**

This Agreement entered into as of the 21st day of January, 1998 by and between The Patapsco Bank (the “Bank”) and. Joseph J. Bouffard (the“Executive”), effective immediately. 

**ARTICLE I**

**Definitions**

The following words and phrases, when used in the Agreementwith an initial capital letter, shall have the meanings set forth below unless the context clearly indicates otherwise. 

“Account” shall mean a separate bookkeeping account which the Bank shall maintain both in the name of the Executive, and as a “SERA account” solely tracking his interest under this Agreement. 

“Agreement” or “SERA” shall mean this Supplemental Executive Retirement Agreement with the Executive. 

“Affiliate” shall mean any “parent corporation” or “subsidiary corporation” of the Bank, as the terms are defined inSection 424(e) and (f), respectively, of the Code. 

“Animal Return” shall mean the annual return on deferred compensationthat the Executive elects, for his Account, from the choices available under the Investment Election Form. 

“Bank” shall mean ThePatapsco Bank. 

“Beneficiary” shall mean the person or persons whom the Executive may designate as the beneficiary of theExecutive’s Benefits under Articles II and III. The Executive’s election of a Beneficiary shall be made on the Distribution Election Form, shall be revocable by the Executive during his lifetime, and shall be effective only upon itsdelivery to an executive officer of the Bank and acceptance by the Board (which acceptance shall be presumed unless, within ten business days of delivery of the Executive’s election, the Board provides the Executive with a written noticedetailing the reasons for its rejection). 

“Benefits” shall mean, collectively, the benefits payable under Articles II and III ofthe Agreement. 

“Board” shall mean the Board of Directors of the Bank. 

“Change in Control” shall have the meaning set forth in the Employment Agreement. 

“Company” shall mean Patapsco Bancorp, Inc. 

“Director” shall mean a member of the Board. 

“Disability” shall have the meaning set forth in the Employment Agreement. 

“Distribution Election Form” shall mean the form attached hereto as Exhibit “B”. 

“Effective Date” shall mean the date on which the Agreement first becomes effective, as referenced in the opening paragraph of this document.

“Employee” shall mean any person who is employed by the Bank or the Company. 

“Employment Agreement” shall mean the Bank’s employment agreement with the Executive, as such agreement may be amended from time to timein accordance with its terms. 

“Investment Election Form” shall mean the form attached as Exhibit “A”. 

“Just Cause” shall have the meaning set forth in the Bank’s employment agreement with the Executive, as such agreement may be amended fromtime to time in accordance with its terms. 

“Trust Agreement” shall mean that agreement entered into pursuant to the terms hereofbetween the Bank and the Trustee, and “Trust” means the trust created thereunder. 

“Trustee”, shall mean that person(s)Or entity appointed by the Board pursuant to the Trust Agreement to hold legal title to the assets under this Agreement for the purposes set forth herein. 

“Valuation Date” shall mean (i) each December 31st after the Effective Date, provided the Agreement has not previously terminated, and (ii) the day on which the Agreement terminates pursuantto Article IX hereof. 

**ARTICLE II**

**Credits to Account**

***Annual Credits.***The Account of the Executive shall be credited with an amountequal to $10,184.71 on February 1, 1998, and with $439.10 on the first day of each subsequent month; provided that no credits shall be made after the date on which the Executive ceases to be an Employee. 

***Investment Return.*****Until distributed in accordance with the terms of the Agreement, the Executive’s Account shall be creditedon each Valuation Date with a rate of return (determined pursuant to his Investment Election Form) on any amounts credited as of the immediately preceding Valuation Date. In order to be effective as of any Valuation Date, the Executive’sInvestment Election Form must be received by the Bank before the first day of the year in which the Valuation Date occurs. The Executive may at any time and from time to time file a superseding Investment Election Form. In the absence of aneffective Investment Election Form as of any Valuation Date, the Executive’s Account shall be credited with the dividend-adjusted rate of return on the Company’s common stock. 

 

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***Vesting.*** Amounts credited to the Executive’s Account shall be unvested and forfeitableuntil the earlier of one of the following events (at which time the Executive shall become 100% vested in his Account): 

(1) TheExecutive’s continued status as an Employee through April 2, 2000. 

(2) Termination of the Executive’s status as an Employeedue to his death or Disability. 

(3) Termination of the Executive’s status as an Employee either without Just Cause or on or after aChange in Control. 

**ARTICLE III**

**Distribution from Account: Distribution Election Form**

***General Rule*****.** In the event that theExecutive’s employment with the Bank terminates for any reason other than his death or Just Cause, the Bank shall pay the Executive the vested balance of his Account in cash, in ten equal annual installments beginning no later than the firstday of the second month following the Executive’s termination of employment. Notwithstanding the foregoing, the Executive may elect on his Distribution Election Form to have his Account paid in a single lump sum distribution, or in annualpayments over a period of less than ten years. 

***Elections.***In order to be effective with respect to the timing of Benefitdistributions, the Executive’s initial Distribution Election Form must be submitted at least one year before the date on which the Executive first becomes entitled to receive a distribution pursuant to this Article III. Elections made pursuantto this Article III shall be irrevocable unless the Board specifically approves a change that is made more than one year before the Executive first becomes entitled to receive a distribution pursuant to this Article III. Nevertheless,beneficiary designations made pursuant to the Executive’s executed Distribution Election Form shall be revocable during the Executive’s lifetime and the Executive may, by submitting an effective superseding Distribution Election Form atany time and from time to time, prospectively change the designated Beneficiary and the manner of payment to a Beneficiary. 

***DeathBenefits.*** If the Executive dies before receiving all Benefits payable pursuant to the preceding paragraph, then the remaining balance of the Executive’s Account shall be distributed in a lump sum to the Executive’s designatedBeneficiary (or estate, in the absence of a validly named or living Beneficiary) not later than the first day of the second month following the date of the Executive’s death; provided that the Executive may specify on the Distribution ElectionForm a distribution period of up to 10 years (with payments to be made in substantially equal annual installments). 

***JustCause.*** In the event that the Executive’s employment with the Bank terminates due to Just Cause, he shall forfeit his right to receive benefits under the Agreement. 

 

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**ARTICLE IV**

**Source of Benefits**

***General Rule.*** Benefits shall constitute an unfunded,unsecured promise by the Bank to provide such payments in the future, as and to the extent such Benefits become payable. Benefits shall be paid from the general assets of the Bank, and no person shall, by virtue of this Agreement, have any interestin such assets (other than as an unsecured creditor of the Bank). For any fiscal year during which a Trust is maintained, (i) the Trustee shall inform the Board annually prior to the commencement of each fiscal year as to the manner in whichsuch Trust assets shall be invested, and (ii) the Board shall, as soon as practicable after the end of each fiscal year of the Bank, provide the Trustee with a schedule specifying the amounts payable to the Executive, and the time for makingsuch payments. 

***Change in Control.***In the event of a Change in Control, the Bank shall (i) contribute to the Trust anamount sufficient to provide the Trust with assets having an overall value equivalent to the value of the Executive’s Account balance under the Agreement, and (ii) shall honor the Executive’s most recent Distribution Election Formthat is submitted more than 90 days before the closing date of the Change in Control (even if such election is made within one year of the first date upon which the Executive becomes entitled to receive a distribution of Benefits). 

**ARTICLE V**

**Assignment**

Except as otherwise provided by this Agreement, it is agreed that neither the Executive nor his Beneficiary nor any other personor persons shall have any right to commute, sell, assign, transfer, encumber and pledge or otherwise convey the right to receive any Benefits hereunder, which Benefits and the rights thereto are expressly declared to be nontransferable. 

**ARTICLE VI**

**No Retention ofServices**

The Benefits payable under this Agreement shall be independent of, and in addition to, any other compensation payable bythe Bank to the Executive, whether in the form of fees, bonus, retirement income under employee benefit plans sponsored or maintained by the Bank or otherwise. This Agreement shall not be deemed to constitute a contract of employment between theBank and the Executive. 

**ARTICLE VII**

**Rights of Executive**

The rights of the Executive under this Agreement and of hisBeneficiaries (if any) shall be solely those of unsecured creditors of the Bank. 

 

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**ARTICLE VIII**

**Reorganization**

The Bank agrees that it will not merge or consolidate with any othercorporation or organization, or permit its business activities to be taken over by any other organization, unless and until the succeeding or continuing corporation or other organization shall expressly assume the rights and obligations of the Bankherein set forth. The Bank further agrees that it will not cease its business activities or terminate its existence, other than as heretofore set forth in this paragraph, without having made adequate provision for the fulfillment of its obligationhereunder. 

**ARTICLE IX**

**Amendment and Termination**

The parties to the Agreement may only amend or terminate the Agreement by mutual writtenconsent. 

**ARTICLE X**

**State Law**

This Agreement shall be construed and governed in all respects under and by the laws of the State ofMaryland, except to the extent preempted by federal law. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

**ARTICLE XI**

**Headings**

Headings and subheadings in this Agreement are inserted for convenience and reference only and constituteno part of this Agreement. 

**ARTICLE XII**

**Interpretation of the Agreement**

The Board shall have sole and absolute discretion toadminister, construe, and interpret the Agreement, and the decisions of the Board shall be conclusive and binding on all affected parties (unless such decisions are arbitrary and capricious). 

**ARTICLE XIII**

**Legal Fees**

In the event any dispute shall arise between the Executive and the Bank as to the terms or interpretation of this Agreement, whether instituted by formallegal proceedings or otherwise, including any action taken by the Executive to enforce the terms of this Agreement or in defending against any action taken by the Bank, the Bank shall reimburse the Executive for all costs and expenses, includingreasonable attorneys’ fees, arising from such dispute, proceedings or actions; 

 

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Provided that the Executive shall return such amounts to the Bank if he fails to obtain a final judgmentby a court of competent jurisdiction or obtain a settlement of such dispute, proceedings, or actions substantially in his favor. Such reimbursements to the Executive shall be paid within 10 days of the Executive furnishing to the Bank writtenevidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by the Executive. Any such request for reimbursement by an Executive shall be made no more frequently that at 30 dayintervals. 

**ARTICLE XIV**

**Duration of Agreement**

Unless terminated earlier in accordance with Article IX, this Agreement shall remain ineffect during the term of service of the Executive and until all Benefits payable hereunder have been made. 

**IN WITNESS WHEREOF,** theparties hereto have hereunto set their hands the day and year first above written. 

 
Witness By:  **EXECUTIVE**/s/ Helen D. Donning  /s/ Joseph J. Bouffard  Joseph J. BouffardWitness By:  **BANK**  THE PATAPSCO BANK/s/ A. G. Boward  /s/ S. Robert Kinghorn  S. Robert Kinghorn, Chairman
 

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