ARTICLES OF INCORPORATION

                                       OF

                             PATAPSCO BANCORP, INC.




     The  undersigned,  Joseph  J.  Bouffard,  whose  address  is  1301  Merritt
Boulevard,  Dundalk,  Maryland 21222,  being at least 18 years of age, acting as
incorporator, does hereby form a corporation under the General Laws of the State
of Maryland having the following Articles of Incorporation:


                                    ARTICLE I

                                      NAME

     The  name  of  the  corporation  is  Patapsco  Bancorp,  Inc.  (herein  the
"Corporation").


                                   ARTICLE II

                                PRINCIPAL OFFICE

         The  address  of the  Corporation's  principal  office  in the State of
Maryland is 1301 Merritt Boulevard, Dundalk, Maryland 21222, or such other place
as may be designated in the bylaws of the Corporation.


                                   ARTICLE III

                                     POWERS

         The  purpose  for which the  Corporation  is  organized  is to act as a
financial  institution holding company and to transact all other lawful business
for which  corporations may be incorporated  pursuant to the General Laws of the
State of Maryland.  The  Corporation  shall have all the powers of a corporation
organized under the General Laws of the State of Maryland.


                                   ARTICLE IV

                                 RESIDENT AGENT

         The name and  mailing  address  of the  initial  resident  agent of the
Corporation  in the  State of  Maryland  is  Joseph J.  Bouffard,  1301  Merritt
Boulevard, Dundalk, Maryland 21222. The resident agent is a citizen of the State
of Maryland.


                                    ARTICLE V

                                INITIAL DIRECTORS

         The number of directors  constituting the initial board of directors of
the Corporation is eight, which number may be increased or decreased pursuant to
the bylaws of the Corporation and Article XI of these Articles,  but shall never
be less than the minimum  number  permitted  by the General Laws of the State of
Maryland now or hereafter in


<PAGE>

force.  The names of the persons who are to serve as  directors  until the first
annual meeting and until their successors are elected and qualified, are:

                                      Name
                                      ----

     Joseph J. Bouffard                            Douglas H. Ludwig
     Nicole N. Kantorski                           Joseph N. McGowan
     S. Robert Kinghorn                            Thomas P. O'Neill
     Robert M. Lating                              Theodore C. Patterson



                                   ARTICLE VI

                                  CAPITAL STOCK

     The  aggregate  number of shares of all classes of capital  stock which the
Corporation  has authority to issue is 5,000,000,  of which  4,000,000 are to be
shares of common stock,  $.01 par value per share, and of which 1,000,000 are to
be shares of serial preferred stock, $.01 par value per share. The aggregate par
value of all shares of capital stock is $50,000. The shares may be issued by the
Corporation  from  time to time as  approved  by the board of  directors  of the
Corporation  without  the  approval  of the  stockholders  except  as  otherwise
provided in this  Article VI or to the extent that such  approval is required by
governing law, rule or  regulation.  The  consideration  for the issuance of the
shares  shall be paid to or received  by the  Corporation  in full before  their
issuance and shall not be less than the par value per share.  The  consideration
for the  issuance of the shares,  other than cash,  shall be  determined  by the
board of directors in accordance with the General Laws of the State of Maryland.
In the absence of actual fraud in the transaction,  the judgment of the board of
directors  as to the  value  of such  consideration  shall be  conclusive.  Upon
payment of such  consideration  such shares shall be deemed to be fully paid and
nonassessable.  In the case of a stock dividend or stock split,  the part of the
surplus of the  Corporation  which is  transferred  to stated  capital  upon the
issuance of shares as a stock  dividend or stock split shall be deemed to be the
consideration for their issuance.

     A  description  of  the  different  classes  and  series  (if  any)  of the
Corporation's   capital  stock,   and  a  statement  of  the  relative   powers,
designations,  preferences and rights of the shares of each class and series (if
any) of capital  stock,  and the  qualifications,  limitations  or  restrictions
thereof, are as follows:

     A. Common Stock.  Except as provided in these Articles,  the holders of the
        ------------
common stock shall  exclusively  possess all voting power. Each holder of shares
of  common  stock  shall be  entitled  to one vote for each  share  held by such
holder.

     Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the  common  stock as to the  payment  of  dividends,  the full  amount  of
dividends and sinking fund or retirement fund or other retirement  payments,  if
any, to which such holders are respectively entitled in preference to the common
stock,  then  dividends  may be paid on the  common  stock,  and on any class or
series of stock  entitled to participate  therewith as to dividends,  out of any
assets legally  available for the payment of dividends,  but only as declared by
the board of directors of the Corporation.

     In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,  after  there shall have been paid,  or declared  and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential  amounts to which
they are respectively entitled, the holders of the common stock and of any class
or series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

     Each share of common stock shall have the same relative powers, preferences
and rights as, and shall be identical in all respects with, all the other shares
of common stock of the Corporation.

                                      -2-
<PAGE>

     B. Serial Preferred Stock. Except as provided in these Articles,  the board
        ----------------------
of directors of the Corporation is authorized, by resolution or resolutions from
time to time adopted,  to provide for the issuance of serial  preferred stock in
series and to fix and state the powers, designations,  preferences and relative,
participating,  optional  or other  special  rights  of the  shares of each such
series, and the qualifications,  limitations or restrictions thereof, including,
but not limited to determination of any of the following:

     1. the distinctive  designation and the number of shares  constituting such
class or series;

     2. the  dividend  rates or the amount of dividends to be paid on the shares
of such class or series,  whether dividends shall be cumulative and, if so, from
which  date  or  dates,  the  payment  date  or  dates  for  dividends,  and the
participating or other special rights, if any, with respect to dividends;

     3. the voting powers,  full or limited, if any, of the shares of such class
or series;

     4. whether the shares of such class or series shall be  redeemable  and, if
so, the price or prices at which,  and the terms and conditions  upon which such
shares may be redeemed;

     5. the amount or amounts payable upon the shares of such class or series in
the event of voluntary or involuntary liquidation,  dissolution or winding up of
the Corporation;

     6.  whether  the shares of such class or series  shall be  entitled  to the
benefits  of a sinking  or  retirement  fund to be applied  to the  purchase  or
redemption of such shares, and, if so entitled,  the amount of such fund and the
manner of its  application,  including  the price or prices at which such shares
may be redeemed or purchased through the application of such funds;

     7. whether the shares of such class or series shall be convertible into, or
exchangeable  for,  shares of any other class or classes or any other  series of
the same or any other  class or classes of stock of the  Corporation  and, if so
convertible  or  exchangeable,  the conversion  price or prices,  or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and  conditions of such  conversion
or exchange;

     8. the subscription or purchase price and form of  consideration  for which
the shares of such class or series shall be issued;

     9.  whether  the  shares of such  class or series  which  are  redeemed  or
converted  shall have the status of  authorized  but  unissued  shares of serial
preferred stock and whether such shares may be reissued as shares of the same or
any other class or series; and

     10. any other preferences, rights, restrictions,  including restrictions on
transferability,  and  qualifications  of shares of such  class or  series,  not
inconsistent with law and these Articles.

     Each share of each  series of serial  preferred  stock  shall have the same
relative  powers,  preferences  and  rights as,  and shall be  identical  in all
respects with, all the other shares of preferred stock of the same series.


                                   ARTICLE VII

                                PREEMPTIVE RIGHTS

     No  holder  of any of the  shares  of any  class or  series  of stock or of
options,  warrants or other rights to purchase  shares of any class or series of
stock or of other securities of the Corporation  shall have any preemptive right
to purchase or subscribe for any unissued  stock of any class or series,  or any
unissued bonds,  certificates of  indebtedness,  debentures or other  securities
convertible  into or  exchangeable  for stock of any class or series or carrying
any right to purchase stock of any class or series, but any such unissued stock,
bonds, certificates or indebtedness,  debentures or other securities convertible
into or  exchangeable  for stock or carrying any right to

                                      -3-
<PAGE>
purchase stock may be issued pursuant to resolution of the board of directors of
the Corporation to such persons, firms, corporations or associations, whether or
not holders thereof, and upon such terms as may be deemed advisable by the board
of directors in the exercise of its sole discretion.


                                  ARTICLE VIII

                              REPURCHASE OF SHARES

     The Corporation  may from time to time,  pursuant to  authorization  by the
board of directors of the  Corporation  and without action by the  stockholders,
purchase or otherwise  acquire shares of any class,  bonds,  debentures,  notes,
scrip, warrants, obligations,  evidences of indebtedness, or other securities of
the  Corporation  in such  manner,  upon such terms,  and in such amounts as the
board of directors shall  determine;  subject,  however,  to such limitations or
restrictions,  if any, as are  contained  in the  express  terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law.


                                   ARTICLE IX

                   MEETINGS OF STOCKHOLDERS; CUMULATIVE VOTING

     A. Any action  required to be taken or which may be taken at any meeting of
stockholders  of the  Corporation may be taken without a meeting if a consent in
writing  setting  forth  the  action  so  taken  shall be  signed  by all of the
stockholders  entitled to vote with respect to the subject matter thereof and if
a written waiver of any right to dissent is signed by each stockholder  entitled
to notice of the meeting but not entitled to vote at it.

     B. Special  meetings of the stockholders of the Corporation for any purpose
or  purposes  may be called at any time by the  chairman  of the  board,  by the
president,  by the board of directors of the Corporation,  by a committee of the
board of directors  which has been duly designated by the board of directors and
whose  powers and  authorities,  as  provided  in a  resolution  of the board of
directors or in the bylaws of the  Corporation,  include the power and authority
to call  such  meetings,  or by the  holders  of not  less  than  25% of all the
outstanding  shares  entitled  to vote on the  matter  for which the  meeting is
called,  but such  special  meetings  may not be called  by any other  person or
persons. Unless requested by stockholders entitled to cast a majority of all the
votes entitled to be cast at the meeting,  a special  meeting need not be called
to consider any matter which is  substantially  the same as a matter voted on at
any special meeting of the stockholders held during the preceding 12 months.

     C. There  shall be no  cumulative  voting by  stockholders  of any class or
series in the election of directors of the Corporation.

     D.  Meetings  of  stockholders  may be held at any place  within the United
States as the bylaws may provide.


                                    ARTICLE X

                      NOTICE FOR NOMINATIONS AND PROPOSALS

     A.  Nominations  for the election of directors  and  proposals  for any new
business to be taken up at any annual or special meeting of stockholders  may be
made by the board of directors of the  Corporation or by any  stockholder of the
Corporation  entitled to vote  generally in the election of directors.  In order
for a  stockholder  of the  Corporation  to make  any  such  nominations  and/or
proposals,  he or she shall give notice thereof in writing,  delivered or mailed
by first class United  States mail,  postage  prepaid,  to the  secretary of the
Corporation  not  less  than 30 days  nor  more  than 60 days  prior to any such
meeting; provided,  however, that if less than 40 days' notice of the meeting is
given to  stockholders,  such written  notice  shall be delivered or mailed,  as
prescribed,  to the secretary of the Corporation not later than the close of the
tenth  day  following  the day on which  notice  of the  meeting  was  mailed to
                                      -4-
<PAGE>

stockholders.   Each  such  notice  given  by  a  stockholder  with  respect  to
nominations  for the  election of directors  shall set forth (i) the name,  age,
business  address and, if known,  residence  address of each nominee proposed in
such notice,  (ii) the principal  occupation or employment of each such nominee,
and  (iii)  the  number  of  shares  of  stock  of  the  Corporation  which  are
beneficially  owned by each such nominee.  In addition,  the stockholder  making
such  nomination  shall  promptly  provide  any  other  information   reasonably
requested by the Corporation.

     B.  Each  such  notice  given  by a  stockholder  to the  secretary  of the
Corporation  with respect to business  proposals to bring before a meeting shall
set forth in writing as to each matter:  (i) a brief description of the business
desired to be brought  before the meeting and the  reasons for  conducting  such
business  at the  meeting;  (ii) the name and  address,  as they  appear  on the
Corporation's books, of the stockholder proposing such business; (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
stockholder; and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Articles to the contrary, no business shall be
conducted at the meeting  except in accordance  with the procedures set forth in
this Article X.

     C. The chairman of the annual or special  meeting of  stockholders  may, if
the facts  warrant,  determine  and declare to such meeting that a nomination or
proposal was not made in  accordance  with the foregoing  procedure,  and, if he
should so  determine,  he shall so  declare  to the  meeting  and the  defective
nomination or proposal shall be disregarded and laid over for action at the next
succeeding adjourned, special or annual meeting of the stockholders taking place
thirty days or more thereafter.  This provision shall not require the holding of
any adjourned or special meeting of stockholders  for the purpose of considering
such defective nomination or proposal.


                                   ARTICLE XI

                                    DIRECTORS

     A. Number;  Vacancies.  The number of directors of the Corporation shall be
        ------------------
such number, not less than five nor more than eleven (exclusive of directors, if
any,  to be elected by holders of  preferred  stock of the  Corporation,  voting
separately  as a  class),  as  shall  be  provided  from  time  to time in or in
accordance  with the bylaws,  provided that no action shall be taken to decrease
or increase the number of directors  unless at least two-thirds of the directors
then in office  shall  concur  in said  action,  and  further  provided  that no
increase  or  decrease  in the number of  directors  shall  affect the tenure of
office of any  director.  Subject to the  rights of the  holders of any class of
preferred stock then outstanding, newly created directorships resulting from any
increase in the authorized  number of directors or any vacancies on the Board of
Directors  resulting  from  death,  resignation,  retirement,  disqualification,
removal  from office or other  cause  shall be filled by a majority  vote of the
stockholders  or the  directors  then in  office.  A  director  so chosen by the
stockholders  shall hold  office for the balance of the term then  remaining.  A
director so chosen by the remaining  directors  shall hold office until the next
annual meeting of stockholders and until his successor is elected and qualifies,
at which time the  stockholders  shall  elect a director  to hold office for the
balance of the term then remaining.

     B.  Classified  Board.  At the first annual meeting of  stockholders of the
         -----------------
Corporation,  the board of  directors of the  Corporation  shall be divided into
three  classes as nearly  equal in number as the then total  number of directors
constituting the entire board of directors shall permit,  which classes shall be
designated  Class  I,  Class  II and  Class  III.  At  such  annual  meeting  of
stockholders,  directors assigned to Class I shall be elected to hold office for
a  term  expiring  at  the  first  succeeding  annual  meeting  of  stockholders
thereafter, directors assigned to Class II shall be elected to hold office for a
term expiring at the second succeeding annual meeting thereafter,  and directors
assigned to Class III shall be elected to hold office for a term expiring at the
third succeeding annual meeting thereafter.  Thereafter,  at each annual meeting
of  stockholders  of the  Corporation,  directors  of classes the terms of which
expire  at such  annual  meeting  shall be  elected  for  terms of three  years.
Notwithstanding the foregoing,  a director whose term shall expire at any annual
meeting shall continue to serve until such time as his successor shall have been
duly  elected  and shall  have  qualified  unless his  position  on the board of
directors  shall have been  abolished  by action taken to reduce the size of the
board of directors prior to said meeting.

     Should  the  number  of  directors  of  the  Corporation  be  reduced,  the
directorship(s)  eliminated  shall be allocated  among classes as appropriate so
that the number of directors  in each class is as  specified in the  immediately
preceding paragraph.  The board of directors shall designate, by the name of the
incumbent(s), the
                                      -5-
<PAGE>
     position(s) to be abolished.  Notwithstanding the foregoing, no decrease in
the number of  directors  shall have the  effect of  shortening  the term of any
incumbent  director.  Should  the  number of  directors  of the  Corporation  be
increased,  the  additional  directorships  shall be allocated  among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

     Whenever  the holders of any one or more series of  preferred  stock of the
Corporation shall have the right,  voting separately as a class, to elect one or
more directors of the Corporation,  the board of directors shall consist of said
directors  so elected in addition to the number of  directors  fixed as provided
above in this Article XI. Notwithstanding the foregoing, and except as otherwise
may be required by law and provisions of the preferred stock of the Corporation,
whenever  the  holders  of any one or more  series  of  preferred  stock  of the
Corporation shall have the right,  voting separately as a class, to elect one or
more  directors  of the  Corporation,  the terms of the  director  or  directors
elected by such holders shall expire at the next  succeeding  annual  meeting of
stockholders.


                                   ARTICLE XII

                              REMOVAL OF DIRECTORS

     Notwithstanding  any other provision of these Articles or the bylaws of the
Corporation,  any director or the entire  board of directors of the  Corporation
may be removed at any time, but only for cause and only by the affirmative  vote
of the holders of at least 80% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors  (considered
for this purpose as one class) cast at a meeting of the stockholders  called for
that purpose.  Notwithstanding the foregoing, whenever the holders of any one or
more series of preferred stock of the Corporation  shall have the right,  voting
separately as a class,  to elect one or more directors of the  Corporation,  the
preceding  provisions  of this  Article XII shall not apply with  respect to the
director or directors elected by such holders of preferred stock.


                                  ARTICLE XIII

                          ACQUISITION OF CAPITAL STOCK

     A.  Five-Year  Prohibition.  For a period of five years from the  effective
         ----------------------
date of the  completion of the conversion of Patapsco  Federal  Savings and Loan
Association  (the  "Association")  from mutual to stock form (which entity shall
become a wholly owned  subsidiary of the Corporation upon such  conversion),  no
person shall  directly or indirectly  offer to acquire or acquire the beneficial
ownership of more than 10% of any class of equity  security of the  Corporation,
unless  such  offer or  acquisition  shall  have been  approved  in advance by a
two-thirds  vote of the  Continuing  Directors,  as defined in Article  XIV.  In
addition,  for a period of five years from the  completion of the  conversion of
the  Association  from mutual to stock form (which  entity shall become a wholly
owned subsidiary of the Corporation upon such conversion),  and  notwithstanding
any  provision  to the  contrary  in  these  Articles  or in the  bylaws  of the
Corporation,  where  any  person  directly  or  indirectly  acquires  beneficial
ownership of more than 10% of any class of equity security of the Corporation in
violation of this Article XIII, the securities  beneficially  owned in excess of
10% shall not be counted as shares  entitled to vote,  shall not be voted by any
person or counted as voting  shares in connection  with any matter  submitted to
the  stockholders  for a vote,  and  shall not be  counted  as  outstanding  for
purposes of  determining a quorum or the  affirmative  vote necessary to approve
any matter submitted to the stockholders for a vote.

     B. Prohibition  after Five Years. If, at any time after five years from the
        -----------------------------
effective  date of the  completion  of the  conversion of the  Association  from
mutual to stock form (which entity shall become a wholly owned subsidiary of the
Corporation  upon such  conversion),  any person  shall  acquire the  beneficial
ownership  of more than 10% of any class of equity  security of the  Corporation
without the prior approval by a two-thirds vote of the Continuing Directors,  as
defined  in  Article  XIV,  then  the  record  holders  of  voting  stock of the
Corporation  beneficially  owned by such  acquiring  person  shall have only the
voting rights set forth in this paragraph B on any matter  requiring the vote or
consent  of  shareholders.  With  respect  to each  vote in excess of 10% of the
voting power of the outstanding  shares of voting stock of the Corporation which
such record holders would otherwise be entitled

                                      -6-
<PAGE>
to cast without  giving  effect to this  paragraph B, the record  holders in the
aggregate  shall be  entitled  to cast  only  one-hundredth  of a vote,  and the
aggregate  voting  power of such  record  holders,  so limited for all shares of
voting stock of the  Corporation  beneficially  owned by such acquiring  person,
shall be  allocated  proportionately  among such record  holders.  For each such
record  holder,  this  allocation  shall  be  accomplished  by  multiplying  the
aggregate  voting power,  prior to imposing the limitations of this paragraph B,
of the outstanding shares of voting stock of the Corporation  beneficially owned
by such record holder by a fraction whose numerator is the number of votes equal
to 10% of the shares of voting stock of the Corporation and whose denominator is
the  total  number of votes  represented  by the  shares of voting  stock of the
Corporation that are beneficially owned by such acquiring person; any share held
by such  record  holder in  excess of the  allocated  amount  as  determined  in
accordance with the previous clause shall be entitled to cast one-hundredth of a
vote.  A  person  who is a  record  owner  of  shares  of  voting  stock  of the
Corporation that are beneficially  owned  simultaneously by more than one person
shall have,  with respect to such shares,  the right to cast the least number of
votes that such  person  would be  entitled  to cast under this  paragraph  B by
virtue  of such  shares  being so  beneficially  owned by any of such  acquiring
persons.

     C.  Continuing  Service of  Directors as Advisory  Directors.  In the event
         --------------------------------------------------------
that,  following  any  acquisition  by a person of more that 10% of any class of
equity security of the Corporation or merger involving the Corporation,  whether
or not the  Corporation  is the  surviving  corporation,  the board of directors
fails to  nominate  for  election  as a  director,  or the  stockholders  of the
Corporation  do not elect as a director,  a Continuing  Director,  as defined in
Article XIV (unless a majority of the Continuing Directors fail to nominate such
Continuing Director for election as a director), or terminates the service of an
advisory  director  serving  as  such  prior  to  such  acquisition,  then  such
Continuing  Director  or  advisory  director  shall be  entitled  to serve as an
advisory director of the Corporation or any successor thereto.  This paragraph C
shall survive and shall remain in full force and effect until  December 31, 2001
notwithstanding  any  such  acquisition  or  merger.  The  requirements  of this
paragraph C shall expire on December 31, 2001.

     D.  Definitions.  The term "person" means an individual,  a group acting in
         -----------
concert, a corporation, a partnership,  an association, a joint stock company, a
trust, an  unincorporated  organization or similar  company,  a syndicate or any
other  group  acting in concert  formed for the purpose of  acquiring,  holding,
voting  or  disposing  of  securities  of the  Corporation.  The term  "acquire"
includes  every type of  acquisition,  whether  effected by purchase,  exchange,
operation of law or otherwise.  The term group "acting in concert"  includes (a)
knowing participation in a joint activity or conscious parallel action towards a
common  goal  whether  or  not  pursuant  to an  express  agreement,  and  (b) a
combination  or  pooling  of  voting  or  other  interest  in the  Corporation's
outstanding   shares  for  a  common   purpose,   pursuant   to  any   contract,
understanding,  relationship, agreement or other arrangement, whether written or
otherwise.  The term  "beneficial  ownership"  shall have the meaning defined in
Rule 13d-3 of the General Rules and  Regulations  under the Securities  Exchange
Act of 1934, as amended, as in effect on the date of filing of these Articles.

     E. Exclusion for Employee Benefit Plans, Directors, Officers, Employees and
        ------------------------------------------------------------------------
Certain Proxies. The restrictions contained in this Article XIII shall not apply
---------------
to (i) any underwriter or member of an underwriting or selling group involving a
public sale or resale of securities of the Corporation or a subsidiary  thereof;
provided,  however,  that  upon  completion  of  the  sale  or  resale  of  such
securities,  no such underwriter or member of such selling group is a beneficial
owner of more than 10% of any class of equity security of the Corporation,  (ii)
any proxy  granted to one or more  Continuing  Directors,  as defined in Article
XIV, by a stockholder of the Corporation or (iii) any employee  benefit plans of
the Corporation or a subsidiary thereof. In addition,  the Continuing  Directors
of the  Corporation,  the officers  and  employees  of the  Corporation  and its
subsidiaries,  the directors of  subsidiaries of the  Corporation,  the employee
benefit plans of the Corporation  and its  subsidiaries,  entities  organized or
established by the Corporation or any subsidiary  thereof  pursuant to the terms
of such plans and trustees and fiduciaries  with respect to such plans acting in
such capacity shall not be deemed to be a group with respect to their beneficial
ownership  of voting  stock of the  Corporation  solely by virtue of their being
directors,  officers or employees of the Corporation or a subsidiary  thereof or
by virtue of the  Continuing  Directors  of the  Corporation,  the  officers and
employees  of  the  Corporation  and  its  subsidiaries  and  the  directors  of
subsidiaries  of  the  Corporation  being  fiduciaries  or  beneficiaries  of an
employee  benefit plan of the  Corporation  or a subsidiary of the  Corporation.
Notwithstanding  the  foregoing,  no  director,   officer  or  employee  of  the
Corporation or any of its  subsidiaries  or group of any of them shall be exempt
from the  provisions of this Article XIII should any such person or group become
a  beneficial  owner of more  than 10% of any class of  equity  security  of the
Corporation.
                                      -7-
<PAGE>

     F. Determinations.  A majority of the Continuing  Directors,  as defined in
        --------------
Article XIV,  shall have the power to construe and apply the  provisions of this
Article XIII and to make all determinations  necessary or desirable to implement
such  provisions,  including  but not limited to matters with respect to (a) the
number of shares  beneficially  owned by any person, (b) whether a person has an
agreement,  arrangement or understanding with another as to the matters referred
to in the definition of beneficial  ownership,  (c) the application of any other
definition or operative provision of this Article XIII to the given facts or (d)
any other matter relating to the  applicability  or effect of this Article XIII.
Any  constructions,  applications,  or  determinations  made  by the  Continuing
Directors  pursuant to this  Article XIII in good faith and on the basis of such
information  and  assistance as was then  reasonably  available for such purpose
shall be conclusive and binding upon the Corporation and its stockholders.


                                   ARTICLE XIV

                    APPROVAL OF CERTAIN BUSINESS COMBINATIONS

     The  stockholder  vote  required  to  approve  Business   Combinations  (as
hereinafter defined) shall be as set forth in this section.

     A. (1) Except as  otherwise  expressly  provided in this  Article  XIV, the
     affirmative  vote of the  holders  of (i) at least  80% of the  outstanding
     shares  entitled to vote thereon  (and, if any class or series of shares is
     entitled to vote thereon separately, the affirmative vote of the holders of
     at least 80% of the outstanding  shares of each such class or series),  and
     (ii)  at  least a  majority  of the  outstanding  shares  entitled  to vote
     thereon, not including shares deemed beneficially owned by a Related Person
     (as  hereinafter  defined),  shall be required in order to authorize any of
     the following:

               (a)  any  merger,   consolidation   or  share   exchange  of  the
          Corporation with or into a Related Person (as hereinafter defined);

               (b) any sale,  lease,  exchange,  mortgage,  pledge,  transfer or
     other  disposition (in one transaction or a series of  transactions) of all
     or any  Substantial  Part (as  hereinafter  defined)  of the  assets of the
     Corporation  (including  without  limitation  any  voting  securities  of a
     subsidiary) or of a subsidiary, to a Related Person;

               (c) any  merger,  consolidation  or share  exchange  of a Related
     Person with or into the Corporation or a subsidiary of the Corporation;

               (d) any sale,  lease,  exchange,  mortgage,  pledge,  transfer or
     other  disposition (in one transaction or a series of  transactions) of all
     or  any  Substantial  Part  of  the  assets  of a  Related  Person  to  the
     Corporation or a subsidiary of the Corporation;

               (e)  the  issuance  of any  securities  of the  Corporation  or a
     subsidiary of the Corporation to a Related Person;

               (f) the  acquisition  by the  Corporation  or a subsidiary of the
     Corporation of any securities of a Related Person;

               (g) any  reclassification of the common stock of the Corporation,
     or any recapitalization involving the common stock of the Corporation; and

               (h) any agreement,  contract or other  arrangement  providing for
     any of the transactions described in this Article XIV.

                                      -8-
<PAGE>

               (2) Such affirmative vote shall be required  notwithstanding  any
     other provision of these  Articles,  any provision of law, or any agreement
     with any regulatory agency or national  securities  exchange or interdealer
     securities system which might otherwise permit a lesser vote or no vote.

               (3) The term "Business  Combination"  as used in this Article XIV
     shall  mean  any  transaction  which is  referred  to in any one or more of
     subparagraphs A(1)(a) through (h) above.

     B. The  provisions of paragraph A shall not be applicable to any particular
Business  Combination,  and such  Business  Combination  shall require only such
affirmative vote as is required by any other provision of this certificate,  any
provision  of law,  or any  agreement  with any  regulatory  agency or  national
securities   exchange  or  interdealer   securities   system,  if  the  Business
Combination  shall have been  approved by a  two-thirds  vote of the  Continuing
Directors (as hereinafter defined);  provided, however, that such approval shall
only be effective if obtained at a meeting at which a Continuing Director Quorum
(as hereinafter defined) is present.

     C. For the purposes of this Article XIV the following definitions apply:

               (1) The term  "Related  Person"  shall mean and  include  (a) any
     individual,  corporation,  partnership  or other  person  or  entity  which
     together  with its  "affiliates"  (as that term is defined in Rule 12b-2 of
     the General  Rules and  Regulations  under the  Securities  Exchange Act of
     1934,  as  amended),  "beneficially  owns" (as that term is defined in Rule
     13d-3 of the General Rules and  Regulations  under the Securities  Exchange
     Act of 1934, as amended) in the  aggregate  10% or more of the  outstanding
     shares of the common stock of the Corporation;  and (b) any "affiliate" (as
     that term is defined in Rule 12b-2  under the  Securities  Exchange  Act of
     1934, as amended) of any such individual, corporation, partnership or other
     person or entity. Without limitation, any shares of the common stock of the
     Corporation  which any Related Person has the right to acquire  pursuant to
     any agreement,  or upon exercise or conversion rights, warrants or options,
     or otherwise, shall be deemed "beneficially owned" by such Related Person.

               (2) The term  "Substantial  Part" shall mean more than 25 percent
     of the total  assets of the  Corporation,  as of the end of its most recent
     fiscal year ending prior to the time the determination is made.

               (3) The term  "Continuing  Director" shall mean any member of the
     board of directors of the Corporation who is unaffiliated  with the Related
     Person  and was a member  of the board  prior to the time that the  Related
     Person became a Related Person, and any successor of a Continuing  Director
     who is unaffiliated with the Related Person and is recommended to succeed a
     Continuing  Director  by a majority  of  Continuing  Directors  then on the
     board.

               (4) The term  "Continuing  Director Quorum" shall mean a majority
     of the Continuing  Directors  capable of exercising the powers conferred on
     them.


                                   ARTICLE XV

                       EVALUATION OF BUSINESS COMBINATIONS

         In connection with the exercise of its judgment in determining  what is
in  the  best  interests  of the  Corporation  and  of  the  stockholders,  when
evaluating a Business Combination (as defined in Article XIV hereof) or a tender
or exchange offer, the board of directors of the Corporation may, in addition to
considering  the adequacy of the amount to be paid in  connection  with any such
transaction,  consider all of the following  factors and any other factors which
it deems relevant; (i) the social and economic effects of the transaction on the
Corporation  and  its  subsidiaries,   employees,  depositors,  loan  and  other
customers,  creditors  and  other  elements  of the  communities  in  which  the
Corporation and its subsidiaries  operate or are located;  (ii) the business and
financial  condition and earnings  prospects of the acquiring  person or entity,
including,  but not  limited  to,  debt  service  and other  existing  financial
obligations,  financial  obligations  to be  incurred  in  connection  with  the
acquisition,  and other likely financial  obligations of the acquiring person or
entity,  and the possible effect of such conditions upon the Corporation and its

                                      -9-
<PAGE>

subsidiaries  and the other elements of the communities in which the Corporation
and  its  subsidiaries  operate  or  are  located;  and  (iii)  the  competence,
experience,  and  integrity of the  acquiring  person or entity and its or their
management.


                                   ARTICLE XVI

                LIMITATION OF OFFICERS' AND DIRECTORS' LIABILITY

     An officer or director of the Corporation,  as such, shall not be liable to
the Corporation or its stockholders for money damages,  except (i) to the extent
that it is proved  that the person  actually  received  an  improper  benefit or
profit in money, property or services for the amount of the benefit or profit in
money,  property  or  services  actually  received;  (ii) to the  extent  that a
judgment  or other  final  adjudication  adverse  to the  person is entered in a
proceeding  based on a finding in the proceeding  that the person's  action,  or
failure  to act,  was the  result of active and  deliberate  dishonesty  and was
material to the cause of action  adjudicated in the proceeding;  or (iii) to the
extent otherwise required by Maryland law. If Maryland law is amended or enacted
after the date of filing of these  articles  to further  eliminate  or limit the
personal liability of officers and directors, then the liability of officers and
directors  of the  Corporation  shall be  eliminated  or limited to the  fullest
extent  permitted by Maryland law, as so amended.  Any repeal or modification of
the  foregoing  paragraph  by the  stockholders  of the  Corporation  shall  not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.


                                  ARTICLE XVII

                                 INDEMNIFICATION

     A. The Corporation shall indemnify, to the fullest extent permissible under
the Maryland  General  Corporation Law, any individual who is or was a director,
officer, employee or agent of the Corporation,  and any individual who serves or
served at the Corporation's request as a director,  officer,  partner,  trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
other  enterprise  or employee  benefit  plan,  in any  proceeding  in which the
individual is made a party as a result of his service in such capacity.

     B. (1) Reasonable expenses incurred by any person identified in paragraph A
of this Article XVII who is a party to a proceeding  will be paid or  reimbursed
by the  Corporation in advance of the final  disposition of the proceeding  upon
receipt by the Corporation  of: (i) a written  affirmation by such person of his
good faith belief that the standard of conduct necessary for  indemnification by
the  Corporation  as  authorized  in this  Article XVII has been met; and (ii) a
written  undertaking  by or on behalf of such  person to repay the  amount if it
shall ultimately be determined that the standard of conduct has not been met.

        (2) The undertaking  required by  subparagraph  (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of such person but need
not be secured and may be accepted  without  reference to  financial  ability to
make the repayment.

     C.  Nonexclusive.  The  indemnification  and  advance  payment of  expenses
         ------------
provided by  paragraphs  A and B shall not be  exclusive  of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     D. Continuation.  The  indemnification and advancement of expenses provided
        ------------
by this  Article XVII shall be deemed to be a contract  between the  Corporation
and the  persons  entitled  to  indemnification  thereunder,  and any  repeal or
modification  of this  Article  XVII shall not affect any rights or  obligations
then existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding  theretofore or thereafter brought based in whole
or in part upon any such state of facts. The indemnification and advance payment
provided by  paragraphs A and B shall  continue as to a person who has ceased to
hold a position named in paragraph A and shall inure to his heirs, executors and
administrators.
                                      -10-
<PAGE>

     E.  Insurance.  The  Corporation  shall purchase and maintain  insurance on
         ---------
behalf of any person who holds or who has held any  position  named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A and B.

     F. Intention and Savings  Clause.  It is the intention of this Article XVII
        -----------------------------
to provide for  indemnification  to the fullest extent  permitted by the General
Corporation  Law of the  State of  Maryland,  and  this  Article  XVII  shall be
interpreted  accordingly.  If this Article  XVII or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by any applicable  portion of this Article XVII that shall
not have been invalidated and to the full extent permitted by applicable law. If
the  General  Corporation  Law of the State of  Maryland  is  amended,  or other
Maryland law is enacted, to permit further or additional  indemnification of the
persons defined in this Article XVII.A, then the indemnification of such persons
shall be to the fullest extent  permitted by the General  Corporation Law of the
State of Maryland, as so amended, or such other Maryland law.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.


                                  ARTICLE XVIII

                               AMENDMENT OF BYLAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of directors of the  Corporation  is  expressly  authorized  to adopt,
repeal,  alter,  amend and  rescind the bylaws of the  Corporation  by a vote of
two-thirds of the board of  directors.  Notwithstanding  any other  provision of
these Articles or the bylaws of the Corporation  (and  notwithstanding  the fact
that some lesser  percentage  may be specified by law),  the bylaws shall not be
adopted,  repealed,  altered,  amended or rescinded by the  stockholders  of the
Corporation  except  by the  vote of the  holders  of not  less  than 80% of the
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally  in the  election of  directors  (considered  for this  purpose as one
class) cast at a meeting of the stockholders  called for that purpose  (provided
that  notice  of  such  proposed  adoption,  repeal,  alteration,  amendment  or
rescission is included in the notice of such  meeting),  or, as set forth above,
by the board of directors.


                                   ARTICLE XIX

                     AMENDMENT OF ARTICLES OF INCORPORATION

     The Corporation  reserves the right to repeal,  alter, amend or rescind any
provision contained in these Articles in the manner now or hereafter  prescribed
by law, and all rights  conferred on stockholders  herein are granted subject to
this  reservation.  Notwithstanding  the foregoing,  the provisions set forth in
Articles IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII and this Article XIX of
these Articles may not be repealed,  altered amended or rescinded in any respect
unless the same is approved by the  affirmative  vote of the holders of not less
than 80% of the outstanding shares of capital stock of the Corporation  entitled
to vote generally in the election of directors (considered for this purpose as a
single  class)  cast at a meeting of the  stockholders  called for that  purpose
(provided that notice of such proposed adoption, repeal,  alteration,  amendment
or  rescission  is  included  in the notice of such  meeting);  except that such
repeal, alteration,  amendment or rescission may be made by the affirmative vote
of the holders of a majority of the  outstanding  shares of capital stock of the
Corporation entitled to vote generally in the election of directors  (considered
for this purpose as a single class) if the same is first  approved by a majority
of the Continuing Directors, as defined in Article XIV of these Articles.

                                      -11-
<PAGE>

     IN WITNESS  WHEREOF,  I have signed these articles and acknowledge the same
to be my act this 8th day of November, 1995.




                                     /s/ Joseph J. Bouffard
                                     ------------------------------------
                                     Joseph J. Bouffard, Incorporator

                                      -12-
<PAGE>



                             ARTICLES SUPPLEMENTARY
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                             PATAPSCO BANCORP, INC.



         WHEREAS,  by the Articles of Incorporation (the "Articles") of Patapsco
Bancorp,  Inc. (the "Corporation"),  1,000,000 shares of serial preferred stock,
with $0.01 par value per share (the "Preferred Stock") are authorized; and

         WHEREAS,  in and by Article VI of the Articles,  the Board of Directors
of  the  Corporation,   pursuant  to  Section  2-208  of  the  Maryland  General
Corporation  Law  (the  "Act"),  is  expressly  authorized,   by  resolution  or
resolutions from time to time adopted,  to provide for the issuance of Preferred
Stock in series and to fix and state the powers, designations,  preferences, and
relative, participating,  optional or other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof; and

         WHEREAS,  the Board of Directors  now desires to fix and  determine the
terms of the Preferred  Stock with respect to the issuance of certain  shares of
Preferred Stock.

         NOW, THEREFORE, BE IT RESOLVED, as follows:

A.       Issuance and Designation Thereof.
         --------------------------------

         There  is  hereby  created  a  series  of such  Preferred  Stock  to be
designated as the Series A Non-cumulative, Perpetual Convertible Preferred Stock
(the "Series A Shares"). The Series A Shares shall be a closed series consisting
of 114,107 Series A Shares, each Series A Share having a Liquidation  Preference
(as defined in Section C.1) of $25.00.  The number of Series A Shares may not be
increased,  but may be  decreased,  but not below the  number of Series A Shares
then  outstanding.  Each  Series A Share  shall have the same  relative  powers,
preferences and rights as, and shall be identical in all respects with the other
Series A Shares.

B.       Dividends.
         ---------

         (1) The holders of Series A Shares  shall be entitled to receive  when,
as and if  declared  by the Board of  Directors,  but only out of funds  legally
available  therefor,  from the date of issue of such shares to and including the
last day of the calendar  quarter  (March 31, June 30,  September 30 or December
31, as the case may be) which includes the date of issue (the "Initial  Dividend
Period")  and for each  dividend  period  commencing  on the  first  day of each
calendar  quarter  (January 1, April 1, July 1 or October 1, as the case may be)
commencing  after the Initial  Dividend  Period and ending on and  including the
last day of each such  calendar  quarter (the Initial  Dividend  Period and each
such other dividend  periods herein  referred to as a "Dividend  Period"),  cash
dividends  at the  fixed  annual  rate  per  share  of 7.5%  of its  Liquidation
Preference  per annum  ($25.00 per annum per Series A Share),  as  adjusted  for
stock splits, stock dividends, recapitalizations,  reclassifications and similar
events that affect the number of outstanding Series A Shares. Dividends shall be
payable  to  holders of record of the Series A Shares on any date fixed for that
purpose by the Board of  Directors,  provided,  however,  that such  record date
                                     --------
shall

<PAGE>
not exceed 30 days prior to the Payment Date. The dividends  accruing  hereunder
shall be computed on the basis of a three  hundred sixty (360) day year composed
of twelve (12) months of thirty (30) days each.

         (2) When  dividends  are not paid in full upon the  Series A Shares and
any other series of Preferred Stock ranking on a parity as to dividends with the
Series A Shares,  all dividends  declared upon the Series A Shares and any other
series of Preferred  Stock ranking on a parity as to dividends with the Series A
Shares shall be declared  pro rata so that the amount of dividends  declared per
share on the Series A Shares and such other  Preferred  Stock shall in all cases
bear to each other the same ratio that accrued dividends per share on the Series
A Shares and such other  Preferred  Stock bear to each other. No interest or sum
of money in lieu of interest shall be payable in respect of any dividend payment
or payments on the Series A Shares which may be in arrears.

         (3) The rights of holders  of Series A Shares to receive  dividends  is
non-cumulative.  Accordingly, if the Board of Directors of the Corporation fails
to  declare a  dividend  on the Series A Shares  for any  Dividend  Period,  the
Corporation shall have no obligation to pay a dividend for such Dividend Period,
whether or not  dividends on the Series A Shares or any other class or series of
capital stock of the Corporation are declared for any future Dividend Period.

         (4) If dividends at the rate per share set forth in Paragraph  B(1) for
the  then-current  Dividend  Period shall not have been declared and paid or set
apart for payment on all outstanding shares of Series A Shares for such Dividend
Period then, if the deficiency shall not be declared and fully paid or set apart
for payment prior to the next Dividend Period,  the Corporation  shall not, with
respect to the then-current Dividend Period, (i) declare or pay or set apart for
payment any dividends or make any other distribution on Junior Stock, other than
dividends or distributions paid in shares of, or options,  warrants or rights to
subscribe for or purchase  shares of, Junior Stock,  or (ii) make any payment on
account of the repurchase, redemption or other retirement of any Junior Stock.

         (5) If and  whenever the  Corporation  fails to pay in whole or in part
three quarterly  dividends (whether or not consecutive)  payable on the Series A
Shares as provided for in this Section B, the  Corporation,  in connection  with
the declaration and payment of any dividend upon Junior Stock which is otherwise
permissible as provided in this Section B, shall not declare and pay a quarterly
dividend in an amount in excess of the last quarterly dividend declared and paid
upon such Junior Stock.

C.       Liquidation Rights.
         ------------------

         (1)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the affairs of the  Corporation,  then,  before any
distribution  or payment shall be made to the holders of any Junior  Stock,  the
holders of Series A Shares  shall be entitled to be paid in full an amount equal
to $25.00 per share (which  amount is referred to hereafter as the  "Liquidation
Preference"), as adjusted for stock splits, stock dividends,  recapitalizations,
reclassifications  and  similar  events  that  affect the number of  outstanding
Series A Shares,  without  accumulation  of unpaid  dividends for prior Dividend
Periods,  or such lesser amount remaining after the claims of all creditors have
been  satisfied.  If such payment shall have been made in full to all holders of
shares of Preferred  Stock,  the remaining  assets of the  Corporation  shall be
distributed  among the

                                       -2-
<PAGE>
holders of Junior Stock,  according to their  respective  rights and preferences
and in each case according to their respective number of shares, but in no event
shall  the   holders  of  the  Series  A  Shares  be  entitled  to  any  further
participation  in any  distribution of assets by the  Corporation.  In the event
that, upon any voluntary or involuntary liquidation,  dissolution or winding up,
the available assets of the Corporation are insufficient to pay such Liquidation
Preference on all outstanding  Series A Shares and the  liquidation  preferences
payable  on all shares of other  classes  or series of stock of the  Corporation
ranking on a parity with the Series A Shares in the distribution of assets, then
the  holders of Series A Shares and of all other  such  classes or series  shall
share ratably in any distribution of assets in proportion to the full amounts to
which they would otherwise be respectively entitled.

         (2) Nothing herein  contained shall be deemed to prevent  redemption of
Series A Shares by the  Corporation in the manner  provided in Section D hereof.
Any (i) sale,  lease or other  disposition  of all or  substantially  all of the
assets of the Corporation,  (ii) consolidation or merger of the Corporation with
or into any other  corporation or other entity or person, or any other corporate
reorganization,  in which the stockholders of the Corporation  immediately prior
to such  consolidation,  merger  or  reorganization,  own  less  than 50% of the
outstanding  voting power of the surviving entity (or its parent)  following the
consolidation,  merger or  reorganization,  or (iii)  transaction  (or series of
related  transactions  involving  a person or entity,  or a group of  affiliated
persons or entities) in which in excess of 50% of the Corporation's  outstanding
voting power is transferred, shall be deemed to be a dissolution, liquidation or
winding up of the Corporation within the meaning of this Section C.

D.       Redemption.
         ----------

         (1) Subject to Section D(4) hereof and the prior  approval of the Board
of Governors of the Federal Reserve System,  the  Corporation,  at the option of
the Board of Directors,  may redeem the whole or any part of the Series A Shares
at the time outstanding, at any time or from time to time, after five years from
the date of its  issuance,  or prior  thereto  upon the  approval  of at least a
majority of the  outstanding  Series A Shares,  upon notice given as hereinafter
specified, at $25.00 per share together with all accrued and unpaid dividends as
of  the  redemption   date  for  the   then-current   Dividend  Period  (without
accumulation of unpaid  dividends for prior Dividend  Periods).  The Corporation
shall not be required to establish a sinking or retirement  fund with respect to
the Series A Shares.

         (2)  Notice of every  redemption  of Series A Shares  shall be given by
first class mail,  postage  prepaid,  addressed  to the holders of record of the
shares to be redeemed at their respective last addresses as they shall appear on
the books of the  Corporation.  Such  mailing  shall be at least 40 days and not
more than 70 days prior to the date fixed for redemption.

         (3) In case of  redemption  of only a portion of the Series A Shares at
the time  outstanding,  the  redemption may be either pro rata or by lot, at the
option of the Board of  Directors  of the  Corporation.  The Board of  Directors
shall have full power and authority,  subject to the provisions herein contained
and applicable  regulatory approval,  to prescribe the terms and conditions upon
which any or all of the Series A Shares shall be redeemed from time to time.

         (4) If notice of  redemption  shall  have  been duly  given,  or if the
Corporation  shall have given to a bank or trust  company  designated  to act as
redemption agent  irrevocable and

                                       -3-
<PAGE>

unconditional  authorization and direction to give such notice, at least 40 days
and not more than 70 days prior to the date  fixed for  redemption  (which  date
shall  not be more  than 70  days  after  the  date  of such  authorization  and
direction),  and if on or before the redemption date specified  therein the cash
funds necessary for such redemption shall have been deposited by the Corporation
with  such bank or trust  company  in trust  with  irrevocable  instruction  and
authority,  subject to Section D(5), to pay the redemption  price to the holders
of the Series A Shares called for redemption  upon surrender of the  certificate
therefor,  then,  notwithstanding  that any certificate for such Series A Shares
called for redemption shall not have been surrendered for cancellation, from and
after  the  time of such  deposit,  all  such  Series A  Shares  so  called  for
redemption  shall no  longer be deemed to be  outstanding  and all  rights  with
respect to such shares  shall  forthwith  cease and  terminate,  except only the
right of the holders  thereof to receive from such bank or trust  company at any
time after the close of business on the date fixed for  redemption  the funds so
deposited,  without  interest.  Any  bank  or  trust  company  selected  by  the
Corporation  to act as redemption  agent shall be organized and in good standing
under the laws of the United States of America or any State  thereof,  and shall
be identified in the notice of  redemption.  Any interest  accrued on such funds
shall be paid to the  Corporation  from time to time. In case fewer than all the
Series  A  Shares  represented  by a  stock  certificate  are  redeemed,  a  new
certificate  shall be issued  representing the unredeemed shares without cost to
the holder thereof;  provided,  however, that such replacement certificate shall
be issuable  only in  denominations  of whole shares and cash will be payable in
respect of fractional interests.

         (5) Any  funds so set  aside  or  deposited,  as the  case may be,  and
unclaimed  at the end of three years from such  redemption  date  shall,  to the
extent permitted by law, be released or repaid to the  Corporation,  after which
repayment the holders of the shares so called for redemption  shall look only to
the Corporation for payment thereof.

         (6)  No sinking  fund  shall  be  established  for  the  retirement  or
redemption of the Series A Shares.

E.       Voting Rights.
         -------------

         (1) The  holders of Series A Shares  shall not have any  voting  rights
except as may be provided  for in this Section E or except as may be required by
law.

         (2) If and  whenever the  Corporation  fails to pay in whole or in part
eight quarterly  dividends (whether or not consecutive)  payable on the Series A
Shares as  provided  for in  Section  B herein,  the  number of  directors  then
constituting  the Board of Directors  shall be  increased by one director  (such
additional director being referred to herein as the  "Representative  Director")
and the holders of Series A Shares, together with the holders of shares of every
other  series of  Preferred  Stock  ranking on a parity with the Series A Shares
with  respect  to the  payment  of  dividends  or  distribution  on  liquidation
similarly entitled to vote for the Representative Director, voting separately as
a class,  regardless  of series,  shall be entitled to elect the  Representative
Director at any annual meeting of  shareholders or special meeting held in place
thereof,  or at a special meeting of the holders of such series of the Preferred
Shares called as hereinafter provided and at each annual meeting thereafter with
respect to the election of the Representative Director.

                                      -4-
<PAGE>

                  (a) At any time  after the  voting  power  shall  have been so
vested in the  holders of Series A Shares  and of any other  such  series of the
Preferred Stock,  the secretary of the Corporation  shall call a special meeting
of the holders of the Series A Shares and of such other series of the  Preferred
Stock  entitled to vote for the  election of the  Representative  Director to be
elected  by them as herein  provided,  the call to be made by notice  similar to
that  provided in the by-laws for a special  meeting of the  shareholders  or as
required by law.

                  (b) The  Representative  Director  elected at any such special
meeting shall hold office for the balance of the term of the class or classes to
which such Representative  Director was elected,  and until his or her successor
shall have been elected and  qualified.  In case any vacancy  shall occur in the
Representative  Director  elected by the holders of shares of such series of the
Preferred  Stock,  a successor  shall be elected by the holders of such  series,
such  successor  Representative  Director to serve until the earlier of the: (i)
next annual meeting of shareholders or special meeting held in place thereof and
until  his  successor  shall  have  been  elected  and  qualified;  or (ii) such
successor  Representative  Director's  removal  pursuant  to the  next  sentence
hereof.  The  Representative  Director  may be removed from office only upon the
direction and order of applicable regulatory authorities or upon the vote of the
holders of the Preferred Stock which elected such Representative Director.

                  (c) At any  meeting  of  shareholders  held  while  holders of
Preferred Stock have the voting power to elect the Representative  Director, the
holders of a majority of the voting power of the outstanding shares of Preferred
Stock so  entitled  to vote  who are  present  in  person  or by proxy  shall be
sufficient  to  constitute  a  quorum  for the  election  of the  Representative
Director as herein provided.

                  (d) Any new series of  Preferred  Stock  other than any Junior
Stock shall be entitled  to  participate  with the Series A Shares and any other
series so entitled in voting for the election of the Representative  Director to
the extent and under the conditions set forth in the  resolutions  creating such
class or series,  provided that the relative voting power of such series in such
election shall be as set forth in Section E(2) hereof.

         (3) So long as any Series A Shares are outstanding,  in addition to any
other vote of shareholders  required by law or by the Corporation's  Articles of
Incorporation, the affirmative vote of the holders of at least a majority of the
Series A  Shares  and of all  other  series  of the  Preferred  Stock  similarly
entitled to vote upon the matter then being considered, acting as a single class
regardless of series, given in person or by proxy, at any meeting called for the
purpose, shall be necessary for effecting or validating:

                  (a)  Any  amendment,  alteration  or  repeal  of  any  of  the
provisions of these Articles Supplementary which affects materially or adversely
the voting rights, designations,  Liquidation Preferences and other preferences,
qualifications,  privileges,  limitations, or other special rights or that would
reduce the redemption  price or alter the redemption  rights,  of the holders of
the Series A Shares;  provided,  however, that for purposes of this subparagraph
(a), the amendment of the  provisions of these Articles  Supplementary  so as to
authorize or create,  or to increase the authorized amount of, any shares of any
class ranking  junior to the Series A Shares with respect to both the payment of
dividends  and  distribution  on  liquidation  shall  not be  deemed  to  affect
adversely  the  voting  rights,   designations,   preferences,   qualifications,
privileges,  limitations,  conversion rights or other special rights, if any, of
the  holders  of the  Series A Shares,

                                      -5-
<PAGE>

and provided  further  that if any such  amendment,  alteration  or repeal would
affect  materially or adversely any voting  rights,  designations,  preferences,
qualifications,  privileges, limitations or other special rights, if any, of the
holders of the Series A Shares which are not enjoyed by some or all of the other
series  otherwise  entitled to vote in accordance  with this Section  E(3),  the
affirmative  vote of the  holders of at least a majority  of the Series A Shares
and of all other series, if any, similarly  affected,  similarly given, shall be
required in lieu of the  affirmative  vote of the holders of at least a majority
of the Series A Shares and of all other series of the Preferred  Stock otherwise
entitled to vote in accordance with this Subsection (3); or

                  (b) The creation or  authorization  of any shares of any class
or  series,  or any  security  convertible  into  shares of any class or series,
ranking prior to or on a parity with the Series A Shares in the  distribution of
assets on any liquidation,  dissolution,  or winding up of the Corporation or in
the payment of dividends.

provided,  however,  no such  consent  of the  holders  of the  Series  A Shares
pursuant  to  subparagraphs  (a) and (b) of this  Section  E(3)  above  shall be
required  if, at or prior to the time when any such  action is to take effect or
when the issuance of any such  securities is to be made, as the case may be, all
Series A Shares  shall  have  been  redeemed  (payment  having  been made to the
holders of Series A Shares) or converted into Common Stock.

F.       Conversion.
         ----------

         At any time after the issuance of the Series A Shares  (hereinafter  in
this Section F only called the "Shares"),  the Shares shall be convertible  into
Common Stock on the following terms and conditions:

         (1) Subject to and upon  compliance with the provisions of this Section
F, the holder of any Shares may at such holder's  option convert any such Shares
into such number of fully paid and non-assessable  shares of Common Stock as are
issuable  pursuant to subsection  (3) of this Section F based on the  Conversion
Rate,  as such Rate may be adjusted in  accordance  with the  provisions of this
Section F. No adjustment  shall be made for dividends  unpaid on any Shares that
shall be converted  or for  dividends on any Common Stock that shall be issuable
upon the conversion of such shares.

         (2) The  surrender  of any Shares for  conversion  shall be made by the
holder  thereof  at the  office  of any  bank or  trust  company  in this  state
including the Corporation itself or an affiliate thereof,  which is appointed by
the  Corporation  as the conversion  agent for the Series A Shares  ("Conversion
Agent"),  and such holder shall give written  notice to the  Corporation at said
office that such holder  elects to convert  such Shares in  accordance  with the
provisions  of this  Section F. Such notice also shall state name or names (with
addresses) in which the certificate or certificates for Common Stock which shall
be issuable on such  conversion  shall be issued.  Subject to the  provisions of
subsection  (1) of this  Section F, every  notice of election  to convert  shall
constitute  a contract  between the holder of such  Shares and the  Corporation,
whereby  such holder  shall be deemed to  subscribe  for the number of shares of
Common Stock which such holder will be entitled to receive upon such conversion,
and in payment and satisfaction of such  subscription,  to surrender such Shares
and to release the  Corporation  from all obligations  thereon,  and whereby the
Corporation  shall be deemed to agree that the  surrender of such Shares

                                      -6-
<PAGE>
and the extinguishment of its obligations  thereon shall constitute full payment
for the Common Stock so subscribed for and to be issued upon such conversion.

         As soon as practicable after the receipt of such notice and Shares, the
Corporation shall issue and shall deliver at said office of the Conversion Agent
to the person for whose account such Shares were so  surrendered,  a certificate
or certificates  for the number of full shares of Common Stock issuable upon the
conversion of such Shares, and a check or cash for the payment (if any) to which
such person is entitled  pursuant to subsection  (5) of this Section F, together
with a certificate or certificates  representing  the Shares,  if any, which are
not to be converted,  but which constituted a portion of the Shares  represented
by the certificate or certificates  surrendered by such person.  Such conversion
shall be deemed to have been effected on the date on which the Corporation shall
have received such notice,  and the person or persons in whose name or names any
certificate  or  certificates  for  Common  Stock  shall be  issuable  upon such
conversion  and  surrender  of Shares  for the  purpose  shall be deemed to have
become on said date the holder or  holders  or record of the shares  represented
thereby.

         (3)  The  Conversion  Rate shall be one share of Common  Stock for each
Share surrendered for conversion.

         (4) The  Conversion  Rate shall be subject to  adjustment  from time to
time as follows:

                  (a) If the  Corporation  shall (i) pay a dividend in shares of
its Common Stock,  or effect a subdivision of its  outstanding  shares of Common
Stock (otherwise than by a payment of a dividend in Common Stock),  (ii) combine
its outstanding  shares of Common Stock into a smaller number of shares or (iii)
issue by  reclassification  of its  shares of its  Common  Stock  any  shares of
capital stock,  then the  Conversion  Rate in effect  immediately  prior thereto
shall be adjusted so that the holder of a Share surrendered for conversion after
the record  date  fixing  stockholders  to be  affected  by such event  shall be
entitled to receive upon conversion the number of such shares of the Corporation
which such holder  would have been  entitled to receive  after the  happening of
such event had such Shares been converted immediately prior to such record date.
Such  adjustment  shall be made  whenever any of such events shall  happen,  and
shall also be effective retroactively as to Shares converted between such record
date and the date of the happening of such event.

                  (b) In the event of any  consolidation of the Corporation with
or merger of the Corporation  into another  corporation,  or in the event of any
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other  consideration)  of all or substantially  all of the property or assets of
the Corporation to another corporation,  or in the case of any reorganization of
the Corporation,  the holder of each Share then outstanding shall have the right
thereafter  to convert  such  Shares into the kind and amount of shares of stock
and other  securities  and  property,  including  cash,  which  would  have been
deliverable to such holder upon such consolidation,  merger,  sale,  conveyance,
exchange,  transfer or reorganization if such holder had converted such holder's
Shares into Common Stock immediately prior to such consolidation,  merger, sale,
conveyance,  exchange, transfer or reorganization.  In any such event, effective
provision  shall  be made in the  instrument  effecting  or  providing  for such
consolidation, merger, sale, conveyance, exchange, transfer or reorganization so
that that  provisions  set forth  herein for the  protection  of the  conversion
rights  of the  Shares  shall  thereafter  be  applicable,  as  nearly as may be
practicable, in relation to any shares of stock or other securities or property,
including


                                      -7-
<PAGE>
cash, deliverable after such consolidation,  merger, sale, conveyance, exchange,
transfer or  reorganization  upon the  conversion  of the Shares,  or such other
securities  as shall have been issued to the holders  thereof in lieu thereof or
in exchange  therefor.  The provisions of this subsection (4)(b) shall similarly
apply to successive  consolidations,  mergers,  sales,  conveyances,  exchanges,
transfers and reorganizations.

                  (c) No  adjustment  in the  Conversion  Rate shall be required
unless  such  adjustment  would  require an increase or decrease of at least two
percent (2%) in such Rate;  provided,  however,  that any  adjustments  which by
reason of this subsection (4)(c) are not required to be, and are not, made shall
be carried  forward and taken into  account in any  subsequent  adjustment.  All
calculations  under this  subsection  (4)(c)  shall be made to the  nearest  one
hundredth of a share.

                  (d) Whenever the Conversion Rate shall be adjusted as provided
in this Section F, the  Corporation  shall  forthwith  file at the office of the
Conversion  Agent  maintained by the  Corporation  pursuant to subsection (2) of
this Section F a statement  signed by the Chairman of the Board or the President
of the  Corporation  and by its Treasurer  stating the adjusted  Conversion Rate
determined as provided  herein.  Such  statement  shall show in detail the facts
requiring  such  adjustment.  Whenever  the  Conversion  Rate is  adjusted,  the
Corporation  shall cause a notice  stating the adjustment and the new Conversion
Rate to be mailed to each holder of record Shares.

         (5) No fractional shares or scrip representing  fractional shares shall
be issued upon the  conversion  of any  Shares.  If more than one Share shall be
surrendered  for  conversion at one time by the same holder,  the number of full
shares  issuable upon  conversion  thereof shall be computed on the basis of the
aggregate number of such Shares so surrendered.  If the conversion of any Shares
results  in a  fraction,  an amount  equal to such  fraction  multiplied  by the
Closing Price of the Common Stock on the business day next preceding the date of
conversion shall be paid to such holder in cash by the Corporation.  The Closing
Price of the Common Stock for each day shall be the last  reported  sales price,
regular way, on the principal national securities exchange upon which the Common
Stock is listed,  or in case no such  reported sale takes place on such day, the
average of the  reported  closing  bid and asked  prices,  regular  way, on such
national  securities  exchange,  or if the Common  Stock is not then listed on a
national  securities  exchange,  the  average  of  the  closing  prices  or,  if
applicable,  closing bid and asked  prices,  in the  over-the-counter  market as
furnished by the nationally  recognized  securities firm or association selected
from time to time by the  Corporation  for that  purpose.  If no such prices are
available,  the value of a share of Common  Stock for  purposes of this  Section
F(5)  shall be  determined  in good  faith  by the  Board  of  Directors  of the
Corporation.

         (6) If any Share shall be called for  redemption,  the right to convert
such Share shall  terminate  and expire at the close of business on the business
day next  preceding the date fixed for said  redemption  pursuant to Paragraph D
hereof.

         (7) The issuance of stock certificates on conversion of Shares shall be
made free of any tax in  respect  of such  issue.  The  Corporation  shall  not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issue and  delivery of stock in a name other than that
of the holder of the Shares converted, and the Corporation shall not be required
to issue or deliver any such stock  certificates  unless and until the person or
persons


                                      -8-
<PAGE>
requesting the issuance thereof shall have paid to the Corporation the amount of
any such tax or shall have  established to the  satisfaction  of the Corporation
that such tax has been paid.

         (8) If in any case a state of facts  occurs where in the opinion of the
Board of Directors of the Corporation the other provisions of this Section F are
not strictly applicable, or if strictly applicable, would not fairly protect the
conversion  rights of the Shares in  accordance  with the  essential  intent and
principles  of such  provisions,  then the  Board  of  Directors  shall  make an
adjustment  in the  application  of such  provisions  in  accordance  with  such
essential  intent  and  principles  as to  protect  such  conversion  rights  as
aforesaid.

         (9) The Corporation  shall, at all times reserve and keep available out
of its  authorized  Common  Stock the full  number  of  shares  of Common  Stock
deliverable  upon the  conversion of all  outstanding  Shares and shall take all
such corporate  action as may be required from time to time in order that it may
validly and legally issue fully paid and  non-assessable  shares of Common Stock
upon conversion of the Shares.

         (10)  Shares  converted  shall not be  reissued  as Series A Shares but
assume the status of authorized  but unissued  shares of Preferred  Stock of the
Corporation.

         (11)     For purposes of this Section F:

                  (a)  "Conversion  Rate" at any time  shall  mean the amount of
Common  Stock of the  Corporation  into  which at such time one  Share  shall be
convertible  in  accordance  with the  provisions  of this Section F. Subject to
adjustment  as  provided  in this  Section  F, the  Conversion  Rate shall be as
provided in Section F(3).

                  (b) "Common Stock" shall mean stock of the  Corporation of any
class, whether now or hereafter  authorized,  which has the right to participate
in the  distribution  of either  earnings or assets of the  Corporation  without
limit or  preferences  as to the  amount  or  percentage.  If by  reason  of the
operation of subsection (4)(b) of this Section F the Shares shall be convertible
into  any  other  shares  of  stock  or  other  securities  or  property  of the
Corporation,  any reference  herein to the conversion of Shares pursuant to this
Section F shall be deemed to refer to and include the  conversion of Shares into
such other shares of stock or other securities or property.

G.       Notice of Record Date.
         ---------------------

In the event:
------------

         (1) that the Corporation  takes a record of the holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend (other than a cash dividend) or any other  distribution,
any right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other right;

         (2) that the Corporation  subdivides or combines its outstanding shares
of Common Stock;
                                      -9-

<PAGE>

         (3) of any  reclassification  of the  Common  Stock of the  Corporation
(other than a subdivision  or combination  of its  outstanding  shares of Common
Stock  or  a  stock  dividend  or  stock  distribution   thereon),   or  of  any
consolidation or merger of the Corporation into or with another corporation,  or
of the sale of all or substantially all of the assets of the Corporation; or

         (4) of the involuntary or voluntary dissolution, liquidation or winding
up of the  Corporation;  then  the  Corporation  shall  cause to be filed at its
principal  office  or at the  office  of the  transfer  agent  of the  Series  A
Preferred, and shall cause to be mailed to the holders of the Series A Preferred
at their  last  addresses  as shown on the  records of the  Corporation  or such
transfer  agent,  at least ten days prior to the record  date  specified  in (A)
below or twenty days before the date specified in (B) below, a notice stating

                  (A)  the   record   date  of  such   dividend,   distribution,
subdivision or combination,  or, if a record is not to be taken,  the date as of
which the holders of Common  Stock of record to be  entitled  to such  dividend,
distribution, subdivision or combination are to be determined, or

                  (B) the date on which  such  reclassification,  consolidation,
merger,  sale,  dissolution,  liquidation  or winding up is  expected  to become
effective,  and the date as of which it is expected that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
consolidation, merger, sale, dissolution or winding up.

H.     Definitions. As used herein with respect to the Series A Shares, the term
       -----------
"Junior  Stock"  shall  mean the common  stock and any other  class or series of
shares of the Corporation  hereafter  authorized over which Series A Shares have
preference  or priority in the payment of  dividends or in the  distribution  of
assets on any liquidation, dissolution or winding up of the Corporation.

I.     No Other Rights. Except as required by law, the Series A Shares shall not
       ---------------
have any relative,  participating,  optional or other special  rights and powers
other than as set forth herein.

      The Board of Directors of Patapsco Bancorp, Inc. (the "Corporation"), duly
adopted the Resolution  contained in these Articles  Supplementary on August 23,
2000.

                                      -10-

<PAGE>



         IN WITNESS  WHEREOF,  Joseph J. Bouffard,  its President,  has executed
this  instrument  and its  secretary,  Theodore  C.  Patterson,  has affixed the
corporate seal hereto and attested said seal on the 23 day of August 2000.

                                    PATAPSCO BANCORP, INC.


                                    By: /s/ Joseph J. Bouffard
                                        ---------------------------------------
                                        Joseph J. Bouffard, President
         SEAL


ATTEST:


/s/ Theodore C. Patterson
-----------------------------------------------
Theodore C. Patterson, Secretary







                                      -11-