CHANGE-OF-CONTROL SEVERANCE AGREEMENT



     THIS  CHANGE-OF-CONTROL  SEVERANCE  AGREEMENT (the  "Agreement")  made this
_____ day of __________,  2002 (the "Effective  Date") by and between  Baltimore
County Savings Bank, F.S.B. (the "Bank"), and  ___________________________  (the
"Executive").

     WHEREAS,  the  Executive  has  heretofore  been  employed by the Bank as an
executive  officer,  and  desires to continue  to be so  employed;  and the Bank
desires the continuation of such employment by the Executive; and

     WHEREAS,  the Bank  deems  it to be in its best  interest  to  provide  the
Executive with security in the event of a Change of Control (as defined herein),
and  thereby to  facilitate  his  retention  and  insure an  orderly  transition
following a Change of Control: and

     WHEREAS,   the  parties   desire  by  the  Agreement  to  set  forth  their
understanding  as to their  respective  rights and  obligations in the event the
Executive's  employment  terminates  or is changed under the  circumstances  set
forth herein,

     NOW, THEREFORE, it is AGREED as follows:

     1 . Definitions.  For purposes of this Agreement,  the following terms have
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the meaning set forth below:

     (a) "Change in Duties" shall mean any one or more of the following:

          (i) a significant  adverse change in the status,  title,  position(s),
     responsibilities,  or scope of the  Executive's  authorities or duties from
     those applicable to him immediately  prior to the date on which a Change of
     Control occurs;

          (ii)  assignment  to the  Executive of any duties or  responsibilities
     which are inconsistent with the Executive's  status,  title, or position(s)
     as in effect  immediately  prior to the date on which a Change  of  Control
     occurs;

          (iii) a material  reduction in the Executive's total compensation from
     that  provided  to him  immediately  prior to the date on which a Change of
     Control occurs:

          (iv) a diminution in the  Executive's  eligibility  to  participate in
     bonus,   incentive  award,  and  other  compensation  plans  which  provide
     opportunities to receive compensation from the opportunities under any such
     plans in which the Executive  was  participating  immediately  prior to the
     date on which a Change of Control occurs;

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<PAGE>

          (v) a change in the  location of the  Executive's  principal  place of
     employment by the Bank or its  subsidiaries  and affiliates by more than 30
     miles from the location where he was principally employed immediately prior
     to the date on which a Change of Control occurs; or

          (vi) a reasonable  determination by the Board of Directors of the Bank
     that,  as a result  of a Change of  Control  and  change  in  circumstances
     thereafter  significantly affecting the Executive's position, the Executive
     is unable to exercise the authorities, powers, functions or duties attached
     to his position  immediately prior to the date on which a Change of Control
     occurs.

     (b) A "Change of Control" shall be deemed to have occurred if:

          (i) the  acquisition of ownership,  holding or power to vote more than
     25% of the Bank's or the Company's voting stock;

          (ii)  the  acquisition  of the  ability to control  the  election of a
     majority of the Bank's or the Company's directors;

          (iii) the  acquisition of a controlling  influence over the management
     or policies  of the Bank or the Company by any person or by persons  acting
     as a  "group"  (within  the  meaning  of  Section  13(d) of the  Securities
     Exchange Act of 1934); or

          (iv)  during any period of two  consecutive  years,  individuals  (the
     "Continuing  Directors") who at the beginning of such period constitute the
     Board of Directors of the Bank or the Company (the "Existing  Board") cease
     for any reason to constitute at least two-thirds thereof, provided that any
     individual  whose  election or  nomination  for election as a member of the
     Existing  Board  was  approved  by a vote  of at  least  two-thirds  of the
     Continuing  Directors  then in  office  shall be  considered  a  Continuing
     Director.

     Notwithstanding  the foregoing,  in the case of (i), (ii) and (iii) hereof,
ownership or control of the Bank by the Company  itself  shall not  constitute a
Change of Control. For purposes of this paragraph only, the term "person" refers
to an  individual  or a  corporation,  partnership,  trust,  association,  joint
venture, pool, syndicate,  sole proprietorship,  unincorporated  organization or
any other form of entity not  specifically  listed  herein.  The decision of the
Bank's  non-employee  directors  as to whether  or not a Change of  Control  has
occurred shall be conclusive and binding.

     (c) "Company"  shall mean BCSB Bankcorp,  Inc. or any holding  company that
becomes sole owner of the Bank.

     (d) "Covered Period" shall mean a period equal to twelve (12) months before
the  occurrence  of a Change of  Control  and  eighteen  (18)  months  after the
occurrence of a Change of Control.

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     (e) "Involuntary  Termination" shall mean (i) any involuntary  termination,
or (ii) a  resignation  by the Executive  within thirty (30) days  following any
Change in Duties;  provided,  however, that an Involuntary Termination shall not
include either a Termination for Cause, or any termination as a result of death,
disability,  or normal  retirement on or after attainment of age sixty-five (65)
pursuant to a retirement plan in which the Executive was participating  prior to
any Change of Control.

     (f)  "Termination  for  Cause"  shall  include  termination  because of the
officer or employee's  personal  dishonesty,  incompetence,  willful misconduct,
breach of fiduciary  duty  involving  personal  profit,  intentional  failure to
perform stated duties,  willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses) or final cease and desist order, or
material  breach of any  provision  of this  Agreement  or any  other  Agreement
between Executive and the Bank.

     (g) The term "Bank" refers to the Bank and/or any succession in interest or
any assignees or transferees thereof.

     2. Term. This Agreement shall remain in effect for the period commencing on
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the  Effective  Date and ending on the earlier of (i) the date  thirty-six  (36)
months  after  the  Effective  Date,  and (ii) the date on which  the  Executive
voluntarily  terminates employment with the Bank.  Additionally,  on each annual
anniversary  date from the  Effective  Date.  the term of this  Agreement may be
extended  for an  additional  one (1) year  period  beyond  the  then  effective
expiration date provided the Board of Directors of the Bank determines in a duly
adopted  resolution  that the  performance  of the Executive has met the Board's
requirements  and  standards,  that it is in the Bank's best interests to extend
this Agreement, and that this Agreement shall be extended.

     3. Severance Payment on Change of Control.  If there is a Change of Control
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and if within the  Covered  Period as  defined  herein (i) a Change in Duties as
defined  herein  occurs,  or (ii) an  Involuntary  Termination as defined herein
occurs, or (iii) the Executive voluntarily  terminates employment for any reason
within the 30-day period  beginning on the date of a Change of Control,  then in
that event the Executive shall

     (a) be paid an amount equal to 2.99 times the annualized cash  compensation
being paid to the  Executive  in the  immediately  preceding  twelve  (12) month
period (excluding board fees and bonuses), and

     (b) receive at the Executive's sole and exclusive  election either (i) cash
in an amount equal to the cost to the Executive of obtaining  all health,  life,
disability and other  benefits  which the Executive  would have been eligible to
participate in through the second annual  anniversary date of his termination of
employment,  based upon the benefit levels substantially equal to those that the
Bank  provided for the  Executive at the date of the Change of Control,  or (ii)
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continued  participation  in such Bank benefit  plans  through the second annual
anniversary  date of his  termination of employment,  but only to the extent the
Executive continues to qualify for participation therein.

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     4.  Funding  of Grantor  Trust upon  Change of Control.  Not later than ten
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business  days  after a Change of  Control,  the Bank  shall (i)  deposit in the
Bank's  Grantor Trust (the "Trust") an amount equal to the amount  payable under
paragraph 3(a),  unless the Executive has previously  provided a written release
of any claims  under this  Agreement,  and (ii) provide the trustee of the Trust
with a written  direction to hold said amount and any investment  return thereon
in a  segregated  account  for the benefit of the  Executive,  and to follow the
procedures  set forth in the next  paragraph  as to the payment of such  amounts
from the Trust. Upon the earlier of the Trust's final payment of all amounts due
under the following paragraph or the date 21 months after the Change of Control,
the trustee of the Trust shall pay to the Bank the entire  balance  remaining in
the  segregated  account  maintained  for  the  benefit  of the  Executive.  The
Executive shall thereafter have no further interest in the Trust.

     During the  21-consecutive  month  period  after a Change of  Control,  the
Executive may provide the trustee of the Trust with a written notice  requesting
that the  trustee pay to the  Executive  an amount  designated  in the notice as
being  payable  pursuant to this  Agreement.  Within three  business  days after
receiving said notice,  the trustee of the Trust shall send a copy of the notice
to the Bank via overnight and registered mail return receipt  requested.  On the
tenth (10th)  business day after mailing said notice to the Bank, the trustee of
the Trust shall pay the Executive the amount  designated  therein in immediately
available  funds,  unless  prior  thereto the Bank  provides  the trustee with a
written  notice  directing the trustee to withhold  such payment.  In the latter
event,  the  trustee  shall  submit  the  dispute  to   non-appealable   binding
arbitration for a determination of the amount payable to the Executive  pursuant
to this Agreement,  and the costs of such arbitration shall be paid by the Bank.
The  trustee  shall  choose  the  arbitrator  to settle  the  dispute,  and such
arbitrator shall be bound by the rules of the American  Arbitration  Association
in making his  determination.  The parties and the trustee shall be bound by the
results of the arbitration  and, within three days of the  determination  by the
arbitrator, the trustee shall pay from the Trust the amounts required to be paid
to the Executive and/or the Bank, and in no event shall the trustee be liable to
either party for making the payments as determined by the arbitrator.

     5. Amendment and Termination.
        -------------------------

     (a) Before a Change of Control.  The Bank's Board of Directors  may, in its
sole  discretion,  amend this Agreement  without the consent of the Executive at
any time prior to a Change of Control;  provided,  however,  no amendment may be
made by the Bank if it operates to reduce the Executive's rights hereunder,

     (b) After a Change of Control.  This  Agreement  may not be  terminated  or
amended by the Bank or its successor  following a Change of Control,  unless the
Executive consents in writing to be bound thereby.

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     (c) Termination or Suspension Under Federal Law.  Notwithstanding any other
provision of this Agreement to the contrary --

          (i)  Notwithstanding  the foregoing,  but only to the extent  required
     under federal banking law, the benefits payable  hereunder to the Executive
     shall be reduced to the extent that  either (A) the  present  value of such
     benefits  exceeds the limitations  set forth in Regulatory  Bulletin 27a of
     the Office of Thrift  Supervision  ("OTS"),  as in effect on the  Effective
     Date, or (B) such  reduction is necessary to avoid  subjecting  the Bank to
     loss of any  deductions  pursuant to Section 280G of the  Internal  Revenue
     Code of 1986, as amended.

          (ii)  The  Executive  shall have no right to receive  compensation  or
     other benefits for any period after Termination for Cause.

          (iii) If the Executive is removed and/or  permanently  prohibited from
     participating in the conduct of the Bank's affairs by an order issued under
     Sections  8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance Act ("FDIA")
     (12 U.S.C.  1818(e)(4) or (g)(1)),  all  obligations of the Bank under this
     Agreement shall  terminate,  as of the effective date of the order, but any
     vested rights of the parties shall not be affected.

          (iv)  If the Bank is in default  (as  defined  in  Section  3(x)(1) of
     FDIA). all obligations  under this Agreement shall terminate as of the date
     of default:  however,  this paragraph shall not affect any vested rights of
     the parties.

          (v) All obligations  under this Agreement shall  terminate,  except to
     the  extent  that  continuation  of this  Agreement  is  necessary  for the
     continued  operation of the Bank: (i) by the Director of OTS, or his or her
     designee, at the time that the Federal Deposit Insurance Corporation or the
     Resolution Trust Corporation enters into an agreement to provide assistance
     to or on behalf of the Bank under the authority  contained in Section 13(c)
     of FDIA;  or (ii) by the  Director of OTS, or his or her  designee,  at the
     time  that  the  Director  of  OTS,  or  his or her  designee,  approves  a
     supervisory  merger to resolve problems related to operation of the Bank or
     when the Bank is  determined  by the  Director of OTS to be in an unsafe or
     unsound  condition.  Such action shall not affect any vested  rights of the
     parties.

          (vi) If a notice  served under  Section  8(e)(3) or (g)(1) of the FDIA
     (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits the
     Executive  from  participating  in the conduct of the Bank's  affairs,  the
     Bank's  obligations  under this Agreement shall be suspended as of the date
     of such service, unless stayed by appropriate  proceedings.  If the charges
     in the notice are  dismissed,  the Bank shall:  (a) pay the  Executive  any
     compensation  which  was  withheld  while  its  contract  obligations  were
     suspended;  and

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<PAGE>

     (b) reinstate any of its remaining  obligations,  which were  suspended and
     which  are  still due to the  Executive  from the Bank even  after the Bank
     makes the payment to the  Executive set forth in  subparagraph  (a) of this
     paragraph (c)(vi).

          (vii) Any payments made to the Executive  pursuant to this  Agreement,
     or otherwise,  are subject to and conditioned upon their compliance with 12
     U.S.C. Section 1828(k) and any regulations promulgated thereunder.

     6.  Administration.  Full power and  discretionary  authority  to construe,
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interpret  and  administer  this  Agreement  shall  be  vested  in the  Board of
Directors of the Bank.  Decisions of the Board of Directors of the Bank shall be
presumptively final, conclusive and binding on all parties, but shall be subject
to paragraph 6 of this Agreement.

     7.  Attorney  Fees.  In the  event  that any  dispute  arises  between  the
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Executive  and the Bank as to the  terms or  interpretation  of this  Agreement,
whether  instituted  by formal legal  proceedings  or  otherwise,  including any
action that the  Executive  takes to enforce the terms of this  Agreement  or to
defend against any action taken by the Bank,  the Executive  shall be reimbursed
for all costs and expenses,  including reasonable  attorneys' fees, arising from
such dispute, proceedings or actions, provided that the Executive shall obtain a
final judgement or settlement substantially in his favor in a court of competent
jurisdiction  or  in  binding  arbitration  under  the  rules  of  the  American
Arbitration Board. Such reimbursement  shall be paid within ten (10) days of the
Executive's  furnishing to the Bank written evidence,  which may be in the form,
among other  things,  of a canceled  check or receipt,  of any costs or expenses
incurred by the Executive.

     8. No Assignment.  The  Executive's  right to receive  payments or benefits
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under this Agreement shall not be assignable or transferable  whether by pledge,
creation of a security  interest or otherwise,  other than a transfer by will or
by the laws of descent or distribution  as to compensation  due hereunder to the
Executive  by the  Bank  prior to the  Executive's  death.  In the  event of any
attempted  assignment or transfer  contrary to this  paragraph 8, the Bank shall
have no liability to pay any amount so attempted to be assigned or  transferred.
This  Agreement  shall  inure  to  the  benefit  of and  be  enforceable  by the
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors,  heirs,  distributees,  devisees  and  legatees,  if,  and  only if,
compensation  is  due  hereunder  to the  Executive  by the  Bank  prior  to the
Executive's death.

     9.  Successors.  This  Agreement  shall be  binding  upon and  inure to the
         ----------
benefit of the Bank, its successor and assigns  (including,  without limitation,
any company into or with which the Bank may merge or consolidate).

     10. Miscellaneous.
         -------------

     (a)  Applicable  Law.  This  contract is entered  into under,  and shall be
governed for all  purposes by, the laws of the State of Maryland,  except to the
extent that federal law controls the

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matter,  and, in that  event,  this  Agreement  shall be governed by federal law
applicable to any provisions of this Agreement.

     (b)  Severability  of  Provisions.  If a court  of  competent  jurisdiction
determines  that any  provision of this  Agreement is invalid or  unenforceable,
then the invalidity or  enforceability  of that  provision  shall not affect the
validity or  enforceability  of any other  provision of this  Agreement  and all
other provisions shall remain in full force and effect,

     (c) Withholding of Taxes.  The Bank may withhold from any benefits  payable
under this Agreement all federal,  state, city or other taxes as may be required
pursuant to any law, governmental regulation or ruling.

     (d) Entire  Agreement.  This  Agreement  contains the entire  agreement and
understanding of the parties with respect to the subject matter hereof and shall
not be altered or amended except by a writing executed in the same manner as the
Agreement.

IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered as of the day and year specified in the first paragraph hereof.



ATTEST:                                    BALTIMORE COUNTY SAVINGS BANK, F.S.B.



                                          By:
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Vice Chairman                                Its Chairman of the Board

WITNESS:



                                          By:
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