BALTIMORE COUNTY SAVINGS BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN

     The Board of Directors of Baltimore  County  Savings  Bank,  F.S.B.  hereby
restates its Directors'  Retirement Plan,  effective  October 22, 1997. The Plan
was originally  effective on July 1, 1995, and has been restated in order (1) to
attract,  retain,  and motivate  Directors,  and (2) to encourage  the long-term
financial success of the Bank through a performance-based  deferred compensation
program.

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

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

     "Account"  shall mean a bookkeeping  account  maintained by the Bank in the
name of the Participant.

     "Administrator"  shall mean any  officer or  Director  of the Bank whom the
Board authorizes to administer the Plan.

     "Affiliate" shall mean any "parent corporation" or "subsidiary corporation"
of the Bank, as the terms are defined in Section  424(e) and (f),  respectively,
of the Internal Revenue Code of 1986, as amended.

     "Bank" shall mean Baltimore County Savings Bank,  F.S.B., and any successor
to its interest.

     "Beneficiary"  shall  mean the  person or persons  whom a  Participant  may
designate as the beneficiary of the Participant's Benefits under Articles II and
III. A Participant's election of a Beneficiary shall be made on the Distribution
Election Form, shall be revocable by the Participant during his or her lifetime,
and  shall be  effective  only  upon its  delivery  to,  and  acceptance  by, an
executive  officer of the Bank and  acceptance  by the Board,  which  acceptance
shall  be  presumed  unless,  within  ten  business  days  of  delivery  of  the
Participant's  election,  the executive  officer provides the Participant with a
written notice detailing the reasons for its rejection. Beneficiary designations
made under the Bank's Incentive  Compensation Plan shall be honored for purposes
of this Plan,  until and unless a valid  designation  occurs  hereunder.  In the
               -----     ------
event  of no such  designation,  "Beneficiary"  shall  mean  the  Participants's
Surviving Spouse, or estate if the Participant has no Surviving Spouse.

     "Benefits"  shall mean any and all benefits that are or may become  payable
under Article III of the Plan.

     "Board" shall mean the Board of Directors of the Bank.

     "Change in Control" shall mean any of the following events:

     (a)     When the Bank is in the "mutual" form of organization, a "Change in
Control"  shall  be  deemed  to have  occurred  if:  (i) as a result  of,  or in
connection with, any exchange offer, merger or other business combination,  sale
of assets or contested election, any combination of the foregoing  transactions,
or any similar  transaction,  the persons who were  Directors of the Bank before
such transaction cease to constitute a majority of the Board of Directors of the
Bank or any successor to the Bank, (ii) the Bank transfers  substantially all of
its assets to another  corporation  which is not an Affiliate of the Bank, (iii)
the Bank sells  substantially  all of the assets of an Affiliate which accounted
for 50% or more of the controlled group's assets immediately prior to such sale,
(iv) any  "person"  including a "group",  exclusive of the Board of Directors of
the  Bank or any  committee  thereof,  is or  becomes  the  "beneficial  owner",
directly or indirectly,  of proxies of the Bank representing twenty-five percent
(25%) or more of the  combined  voting power of the Bank's  members,  or (v) the
Bank is merged or consolidated with another  corporation and, as a result of the
merger or  consolidation,  less than seventy  percent  (70%) of the  outstanding
proxies  relating to the surviving or resulting  corporation  are given,  in the
aggregate, by the former members of the Bank.


                                      1
<PAGE>
     (b)     If the Bank shall be in the "stock" form of organization, a "Change
in Control" shall mean any one of the following  events:  (i) the acquisition of
ownership,  holding  or power to vote more than 25% of the  voting  stock of the
Bank or the Company thereof,  (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 of 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 of 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. 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.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur solely by reason of a transaction  in which the Bank converts to the stock
form of  organization,  or creates an independent  holding company in connection
therewith.  The  decision  of the Board as to  whether a Change in  Control  has
occurred shall be conclusive and binding.

     "Company" shall mean any holding company that becomes the sole owner of the
Bank.

     "Common  Stock" shall mean the common stock of the Bank,  or of the Company
if it is the sole owner of the Bank's common stock.

     "Deferral Election Form" shall mean the form attached as Exhibit "A."

     "Director" shall mean a member of the Board.

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

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

     "Employee" shall mean any person who is employed by the Bank.

     "Investment Election Form" shall mean the form attached as Exhibit "C."

     "Participant"  shall mean (i) an individual who serves as a Director of the
Bank on or after the Effective  Date,  regardless of whether or not the Director
is an Employee,  and (ii) any Employee whom the Board has specifically  selected
for participation in the Plan, provided,  that an Employee shall be eligible for
Plan  participation  only if the  Employee is a member of a select  group of the
Bank's or the Company's management or highly compensated  employees for purposes
of Title I of the Employee  Retirement  Income  Security Act of 1974, as amended
from time to time.

     "Plan" shall mean this  Baltimore  County  Savings  Bank,  F.S.B.  Deferred
Compensation Plan.

     "Plan Year" shall mean the Bank's fiscal year.

     "Surviving  Spouse"  means the husband or wife of a Director at the time of
the Director's death, provided they are not then divorced or legally separated.

     "Trust" shall mean the trust created under the Trust Agreement.

     "Trust  Agreement"  shall mean the agreement  entered into between the Bank
and the Trustee, pursuant to the terms hereof.

                                      2
<PAGE>
     "Trustee"  shall  mean the  person(s)  or  entity  appointed  by the  Board
pursuant to the Trust  Agreement  to hold legal title to the Plan assets for the
purposes set forth herein.

                                   ARTICLE II
                               CREDITS TO ACCOUNTS
                               -------------------

     On the Effective  Date. The following  Directors  shall have their Accounts
credited on the Effective Date with the following amounts, with "Past Deferrals"
referring to credits made under the Bank's Incentive  Compensation  Plan through
October 31, 1997:
<TABLE>
<CAPTION>
                                      Deferrals
         Participant               (Through 10/31/97)          Retirement Credit             Total Credit
         -----------               ------------------          -----------------             ------------
         <S>                             <C>                        <C>                       <C>
         Rohe                            65,616.82                  $80,000                   145,616.82
         Dietz                           64,451.76                  $80,000                   144,451.76
         Dunton                          53,299.67                  $80,000                   133,299.67
         Loraditch                            0.00                  $43,000                    43,000.00
         Loughran                             0.00                  $43,000                    43,000.00
         Cox                             11,387.01                  $67,000                    78,387.01
         Kahl                            13,220.40                  $55,000                    68,220.40
         Magsamen                        11,578.84                  $80,000                    91,578.84
         Meyers                          21,813.85                  $80,000                   101,813.85
         Panzer                          66,612.20                  $43,000                   109,612.20
</TABLE>

     Future Credits.  On each September 30 beginning with 1998, each Participant
who is a Director on such date and who has between three and 12 years of service
as a Board  Director,  shall have his or her Account  credited  with $6,222.  No
Participant  may receive more than 12 years of credits to his or her Account.  A
Participant  who,  after the  Effective  Date,  first  completes  three years of
service as a Director,  shall have his or her Account  credited  with $24,000 on
the September 30 following completion of three years of service.

     Elective Deferrals. Prior to each Plan Year, each non-Employee Director may
elect to  defer  the  receipt  of all or part of their  future  fees  (including
retainers), and each other Participant may elect to defer up to 25% of salary or
100% of bonus  compensation.  Such  elections  shall be (i) made on the Deferral
Election Form, and (ii) effective on the October 1st following their  acceptance
by the Administrator,  provided that elections made within 30 days of either the
                                                                      ------
Effective Date, or a Participant's  initial service with the Bank as an Employee
                --
or a Director,  shall be  effective  as of the first day of the month  following
their acceptance by the  Administrator.  Any such elections shall be irrevocable
until the end of the Plan Year in which they are made, except that the Board may
permit  suspension  of  a  Participant's  deferral  election  in  the  event  of
"hardship" within the meaning of Article III.

     Investment Return. From the date of any credits through  distribution under
the terms of the Plan, each Participant's  Account shall be credited with a rate
of return based on the Participant's selection from the choices presented on the
Investment  Election Form (and in the absence of a valid election,  based on the
interest  rate paid by the Bank on  one-year  certificates  of deposit as of the
preceding  October  1st).  If a  Participant  has,  before the  Effective  Date,
selected a measure for the rate of return on compensation  deferred  through the
Bank's Incentive Compensation Plan, such election shall be honored and remain in
effect until a superseding election becomes effective.

     Short-swing Profit Rule. If a Participant elects to have his or her Account
appreciate or depreciate  based on the Common Stock fund, the  effectiveness  of
any investment  election that the Participant  makes shall be deferred until the
next following date on which said election would not result in an "opposite way"
transaction for purposes of SEC Rule 16b-3.  For purposes of this paragraph,  an
"opposite way" transaction shall be defined as an election that affects a "sale"
of the Common  Stock by a  Participant  within six  months of an  election  that
affects a "purchase"  (and vice versa),  whether under this Plan or another plan
maintained by the Company or the Bank.  This six-month  "opposite way" rule will
not apply,  however,  if the  Participant  elects to receive a  distribution  in
connection with his or her death or termination of employment.

                                      3
<PAGE>

     Vesting.  Amounts credited to Participant's  Accounts shall be fully vested
at all times.


                                   ARTICLE III
                   DISTRIBUTION FROM ACCOUNTS; ELECTION FORMS
                   ------------------------------------------

     General Rule.  Account balances shall be paid in five  substantially  equal
annual  installments  beginning  during the first quarter of the calendar year a
Participant  ceases to be a Director or Employee for any reason.  Any subsequent
payments  shall be made by the last day of the first quarter of each  subsequent
calendar year until the Participant has received the entire amount of his or her
Account.  If  Common  Stock  is  outstanding  at  the  time  of a  Participant's
termination of service,  the Participant may elect on the Distribution  Election
Form to receive his or her distribution in cash or Common Stock (but only to the
extent  that  shares  of  Common  Stock  are  then  held  in the  Trust  for the
Participant's  benefit.)  Notwithstanding  the foregoing,  (i) a Participant may
elect on his or her  Distribution  Election Form to have his or her Account paid
in a single lump sum  distribution  or in annual  payments over a period of less
than ten years,  and (ii) to the extent  required under federal banking law, the
amounts  otherwise  payable to a Participant shall be reduced to the extent that
on the date of a  Participant's  termination  of  employment,  such reduction is
necessary to avoid  subjecting  the Bank to liability  under Section 280G of the
Internal Revenue Code of 1986, as amended.

     Death Benefits. If a Participant dies before receiving all Benefits payable
pursuant  to  the  preceding  paragraph,  then  the  remaining  balance  of  the
Participant's  Account  shall be  distributed  in a lump sum payment of cash and
Common Stock (if  applicable) to the  Participant's  designated  Beneficiary not
later  than  the  first  day of the  second  month  following  the  date  of the
Participant's death; provided that a Participant may specify on the Distribution
Election Form a  distribution  period that  effectuates  the annual  installment
payments  selected  by  the  Participant  (with  payments  made  as  though  the
Participant  survived to collect all  benefits and retired on the date of his or
her death if payments had not previously commenced).

     Hardship.  If the  Participant or a member of the  Participant's  immediate
family (or a legal  dependent of the  Participant)  should suffer one or more of
the following unforeseen hardships, the Participant may apply to the Board for a
withdrawal of all or part of his or her Account:

     (i)  extraordinary medical expenses, or
                                          --

     (ii) other  unforeseeable  and severe  financial  hardships that the Bank's
          Board of Directors may generally recognize.

     The Board shall have sole and  complete  discretion  over whether or not to
grant a Participant's  request for a hardship withdrawal,  provided that (i) the
Board shall make its decisions in a uniform and  nondiscriminatory  manner,  and
(ii) the Participant who requests a withdrawal shall abstain from  participation
in, and voting on, such request.  If the Board  approves a withdrawal,  the Bank
shall pay the approved  amount to the  Participant as soon as  practicable,  and
shall  treat said  amount as  constituting  a pro rata  reduction  in any deemed
investment  fund  for  the  Participant's   Account  (unless  the  Participant's
application for a withdrawal specifies its payment from a particular fund).

     Elections.  To be effective,  a Participant's initial Distribution Election
Form must be  submitted  either (i) more than one year  before the date on which
                         ------
the Participant's  service as a Director or Employee  terminates for any reason,
or (ii) within 30 days of the Plan's Effective Date or the Participant's initial
--
service with the Bank as a Director or an Employee.  Distribution elections made
pursuant  to this  Article  III shall  become  irrevocable  one year  before the
Participant  first becomes  entitled to receive a distribution  pursuant to this
Article III.  Nevertheless,  Beneficiary  designations made pursuant to executed
Distribution Election Forms shall be revocable during the Participant's lifetime
and the  Participant  may, by submitting an effective  superseding  Distribution
Election  Form at any  time  or from  time to  time,  prospectively  change  the
designated Beneficiary and the manner of payment to a Beneficiary.


                                      4
<PAGE>
                                   ARTICLE IV
                               SOURCE OF BENEFITS
                               ------------------

     General Rule. The rights of the  Participants  under this Plan and of their
Beneficiaries (if any) shall be solely those of unsecured creditors of the Bank.
Benefits shall constitute an unfunded, unsecured promise by the Bank to pay such
payments  in the  future,  as and to the extent such  Benefits  become  payable.
Benefits shall be paid from the general assets of the Bank, and no person shall,
by virtue of this  Plan,  have any  interest  in such  assets,  other than as an
unsecured  creditor of the Bank.  For any fiscal  year  during  which a Trust is
maintained,  (i) the  Trustee  shall  inform  the  Board  annually  prior to the
commencement  of each  fiscal  year as to the manner in which such Trust  assets
shall be invested,  and (ii) the Board shall,  as soon as practicable  after the
end of each  fiscal  year of the  Bank,  provide  the  Trustee  with a  schedule
specifying the amounts payable to each Participant, and the date for making such
payments.

     Change in  Control.  In the event of a Change in  Control,  the Bank  shall
contribute  to the Trust an amount  sufficient  to provide the Trust with assets
having  an  overall  value  equivalent  to the  value of the  aggregate  Account
balances under the Plan.


                                    ARTICLE V
                                   ASSIGNMENT
                                   ----------

     Except as  otherwise  provided by this Plan,  it is agreed that neither the
Participant  nor his or her  Beneficiary  nor any other person or persons  shall
have any right to  commute,  sell,  assign,  transfer,  encumber  and  pledge or
otherwise convey the right to receive any Benefits hereunder, which Benefits and
the rights thereto are expressly declared to be nontransferable. Notwithstanding
the foregoing,  or any other  provision of this Plan, a Participant may transfer
all or any part of his or her Account, and the rights associated  therewith,  to
his  or  her  spouse,  lineal  ascendants,  lineal  descendants,  or  to a  duly
established  trust for the  benefit  of one or more of these  individuals.  Plan
Benefits so transferred  may thereafter be transferred  only to the  Participant
who was  originally  entitled to receive said  Benefits or to an  individual  or
trust to whom the  Participant  could have  initially  transferred  the Benefits
pursuant to this  Article V. The  Benefits,  and the rights  thereto,  which are
transferred  pursuant to this Article V shall be  exercisable  by the transferee
according to the same terms and conditions as applied to the Participant.

                                   ARTICLE VI
                            NO RETENTION OF SERVICES
                            ------------------------

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

                                   ARTICLE VII
                              RIGHTS OF DIRECTORS;
                              --------------------
                   TERMINATION OR SUSPENSION UNDER FEDERAL LAW
                   -------------------------------------------

     The rights of the Participants  under this Plan and of their  Beneficiaries
(if any)  shall be solely  those of  unsecured  creditors  of the  Bank.  If the
Participant 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 Plan shall terminate,  as of the
effective  date of the order,  but  vested  rights of the  parties  shall not be
affected. If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all
obligations under this Plan shall terminate as of the date of default;  however,
this Paragraph shall not affect the vested rights of the parties.

     All obligations under this Plan shall terminate,  except to the extent that
continuation of this Plan is necessary for the continued  operation of the Bank:
(i) by the Director of the Office of Thrift Supervision  ("Director of OTS"), or
his  designee,  at the  time  that the  Federal  Deposit  Insurance  Corporation
("FDIC") or the Resolution Trust Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority

                                      5
<PAGE>
contained in Section  13(c) of FDIA;  or (ii) by the Director of the OTS, or his
designee,  at the time that the Director of the OTS, or his designee  approves a
supervisory  merger to resolve problems related to operation of the Bank or when
the Bank is  determined by the Director of the OTS to be in an unsafe or unsound
condition. Such action shall not affect any vested rights of the parties.

     If a notice served under  Section  8(e)(3) or (g)(1) of the FDIA (12 U.S.C.
1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Participant from
participating in the conduct of the Bank's affairs, the Bank's obligations under
this Plan 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
may in its discretion (i) pay the  Participant  all or part of the  compensation
withheld while its contract  obligations were suspended,  and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

                                  ARTICLE VIII
                                 REORGANIZATION
                                 --------------

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

                                   ARTICLE IX
                            AMENDMENT AND TERMINATION
                            -------------------------

     The Board may amend or  terminate  the Plan at any time,  provided  that no
such amendment or termination shall,  without the written consent of an affected
Participant,  alter or impair any accrued  rights of the  Participant  under the
Plan.

                                    ARTICLE X
                                    STATE LAW
                                    ---------

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

                                   ARTICLE XI
                                HEADINGS; GENDER
                                ----------------

     Headings and  subheadings  in this Plan are inserted  for  convenience  and
reference  only  and  constitute  no part of  this  Plan.  This  Plan  shall  be
construed, where required, so that the masculine gender includes the feminine.

                                   ARTICLE XII
                           INTERPRETATION OF THE PLAN
                           --------------------------

     The Board shall have sole and absolute discretion to administer,  construe,
and interpret the Plan,  and the decisions of the Board shall be conclusive  and
binding on all  affected  parties,  unless  such  decisions  are  arbitrary  and
capricious.

                                  ARTICLE XIII
                                   LEGAL FEES
                                   ----------

     In the event any dispute shall arise between a Participant  and the Bank as
to the terms or interpretation of this Plan,  whether instituted by formal legal
proceedings or otherwise, including any action taken by a Participant to enforce
the terms of this Plan or in defending against any action taken by the Bank, the
Bank shall  reimburse  the  Participant  for all costs and  expenses,  including
reasonable  attorneys' fees, arising from such dispute,  proceedings or actions;
provided that the Participant  shall return such amounts to the Bank if he fails
to obtain a final  judgment  by a

                                      6
<PAGE>

court  of  competent  jurisdiction  or  obtain  a  settlement  of such  dispute,
proceedings,  or actions  substantially in his or her favor. Such reimbursements
to a Participant shall be paid within ten days of the Participant  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 Participant.
Any  such  request  for  reimbursement  by a  Participant  shall be made no more
frequently than at 30 day intervals.

                                   ARTICLE XIV
                                DURATION OF PLAN
                                ----------------

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


                                      7


<PAGE>

                      BALTIMORE COUNTY SAVINGS BANK, F.S.B.
                           DEFERRED COMPENSATION PLAN

                           --------------------------
                                 2001 AMENDMENT
                           --------------------------



     WHEREAS,  Baltimore County Savings Bank,  F.S.B. (the "Bank") maintains the
Baltimore County Savings Bank, F.S.B.  Deferred  Compensation Plan (the "Plan");
and

     WHEREAS,  the Bank  desires to amend the Plan to provide  that all deferred
compensation  amounts owed to a participant shall be settled in shares of common
stock of BCSB Bancorp, Inc. (the "Company"); and

     WHEREAS,  the Bank desires to amend the Plan to prohibit  participants from
making investment elections with respect to amounts they have deferred under the
Plan; and

     WHEREAS,  the Bank  desires  to amend  the Plan to permit  participants  to
transfer  all or a portion  of their  accounts  under the Plan to the  Baltimore
County Savings Bank, F.S.B. Cash Deferred Compensation Plan.

     NOW,  THEREFORE,  pursuant to Article IX of the Plan,  the Plan is amended,
effective as of the Amendment Effective Date, as follows:

     1.  Notwithstanding  anything in the Plan to the contrary,  a Participant's
Account shall be converted into the right to receive a fixed number  (rounded to
the nearest whole number) of shares of Common Stock based upon the closing price
of the shares on the Amendment Effective Date. Alternatively,  a Participant may
elect, effective as of the Amendment Effective Date, that (a) a percentage (less
than 100%) of his Account  shall be converted  into the right to receive a fixed
number  (rounded to the nearest  whole  number) of shares of Common  Stock based
upon the closing price of the shares on the Amendment  Effective  Date,  and (b)
the  value of the  remaining  percentage  of his  Account,  as of the  Amendment
Effective  Date,  shall be  transferred  to the Baltimore  County  Savings Bank,
F.S.B.  Cash Deferred  Compensation  Plan. All further  amounts  credited to the
Participant's  Account  on or  after  the  Amendment  Effective  Date  shall  be
converted  into a right to receive shares of Common Stock based upon the closing
price of the shares on the date such amounts are  credited to the  Participant's
Account.  Notwithstanding  anything in the Plan to the contrary, the Company may
not distribute more than 170,000 shares of Common Stock to participants pursuant
to the Plan,  as such amount may be adjusted  from time to time  pursuant to the
following   sentence.   Shares  of  Common   Stock  that  are  credited  to  the
Participant's  Account  shall  be  proportionately  adjusted  for any  increase,
decrease or exchange of shares for a different number or kind of shares or other
securities  of  the  Company   which  results  from  a  merger,   consolidation,
recapitalization,  reorganization,  reclassification,  split-up,  combination of
shares,  stock  split,  stock  dividend or similar  event in which the number of
shares has  changed  without  the  receipt or  payment of  consideration  by the
Company. Notwithstanding anything herein to the contrary, the annual cost of the
Plan for any  fiscal  year may not exceed 10% of the  Company's  average  annual
income before taxes for the preceding five fiscal years.

     2.  Notwithstanding  anything in the Plan and any previous  election by the
Participant to the contrary, following the Amendment Effective Date, all amounts
credited to a Participant's Account shall be distributable solely in the form of
shares  (rounded to the nearest  whole


                                      8
<PAGE>

number) of Common Stock which have been purchased on the open market.  Following
the Amendment Effective Date, in the event the Participant dies before receiving
all  Benefits  payable  pursuant  to the  Plan,  the  remaining  balance  of the
Participant's  Account  shall be  distributed  in a lump sum  payment  of shares
(rounded  to the  nearest  whole  number) of Common  Stock to the  Participant's
designated beneficiary.

     3.  Notwithstanding  anything in the Plan to the  contrary,  following  the
Amendment Effective Date, in the event that cash dividends are paid with respect
to the shares of Common Stock credited to a Participant's  Account,  the Company
shall pay such dividends directly to the Participant.

     4. Limitations On Issuance Of Common Stock

          A. The aggregate  amount of Common Stock to be issued to  participants
pursuant  to  the  Plan,  plus  all  prior  issuances  by  the  Company,  by all
Non-Tax-Qualified  Employee  Stock  Benefit  Plans and  Insiders of the Bank and
their Associates shall not exceed 27.4% of the (i) outstanding  shares of Common
Stock, or (ii) stockholders'  equity of the Company,  held by Persons other than
the MHC at the  close  of the  stock  issuance  contemplated  by the  Plan.  For
purposes of this Section A, the following definitions shall apply:

               Acting in  Concert:  The term  "Acting  in  Concert"  means:  (i)
               ------------------
knowing  participation in a joint activity or interdependent  conscious parallel
action towards a common goal whether or not pursuant to an express agreement; or
(ii) a combination or pooling of voting or other  interests in the securities of
an  issuer  for a  common  purpose  pursuant  to  any  contract,  understanding,
relationship,  agreement or other arrangement, whether written or otherwise. Any
person (as defined by 12 C.F.R. ss.563b.2(a)(26)) Acting in Concert with another
person  ("other  party")  shall also be deemed to be Acting in Concert  with any
person who is also  Acting in Concert  with that other  party,  except  that any
Tax-Qualified  Employee  Stock  Benefit  Plan will not be deemed to be Acting in
Concert with its trustee or a person who serves in a similar capacity solely for
the purpose of  determining  whether stock held by the trustee and stock held by
the Tax-Qualified Employee Benefit Plan will be aggregated.

               Associate:   The  term  "Associate,"  when  used  to  indicate  a
               ---------
relationship with any person,  means: (i) any corporation or organization (other
than the Bank, the MHC, the Company or a  majority-owned  subsidiary of the Bank
or the MHC or the  Company) of which such person is an officer or partner or is,
directly  or  indirectly,  the  beneficial  owner of 10% or more of any class of
equity  securities;  (ii) any trust or other  estate in which such  person has a
substantial  beneficial interest or as to which such person serves as trustee or
in a similar  fiduciary  capacity,  except  that,  such term shall not include a
Tax-Qualified  Employee  Stock  Benefit Plan in which a person has a substantial
beneficial interest or serves as a trustee in a similar fiduciary capacity;  and
(iii) any relative or spouse of such person, or any relative of such spouse, who
has the same home as such  person or who is a director  of the Bank,  the MHC or
the Company, or any of their subsidiaries.

               Insider:  The term  "Insider"  means any Officer or director of a
               -------
company or of any  affiliate of such  company,  and any person Acting in Concert
with any such Officer or director.

               MHC: The term "MHC" means "Baltimore County Savings Bank, M.H.C."
               ---

               Person:  The term "Person"  means any  corporation,  partnership,
               ------
trust, incorporated association or any other entity or a natural person.

               Officer:  The term  "Officer"  means an executive  officer of the
               -------
MHC, the SHC or the Bank (as  applicable),  including the Chairman of the Board,
President,  Executive  Vice

                                      9
<PAGE>

Presidents,  Senior Vice Presidents in charge of principal  business  functions,
Secretary and Treasurer.

               Tax-Qualified    Employee    Stock   Benefit   Plan:   The   term
               ---------------------------------------------------
"Tax-Qualified  Employee  Stock Benefit Plan" means any defined  benefit plan or
defined  contribution  plan  of the  Bank,  the  MHC or the  Company  such as an
employee stock  ownership plan,  stock bonus plan,  profit sharing plan or other
plan,  which,  with its related trust,  meets the requirements to be "qualified"
under  section 401 of the  Internal  Revenue  Code of 1986,  as amended.  A "non
tax-qualified  employee  stock benefit  plan" means any defined  benefit plan or
defined contribution plan which is not so qualified.

          B. The Bank and the  Company  shall use their  best  efforts to assure
that the expenses incurred by them in connection with the Plan are reasonable.

     5. The  Amendment  Effective  Date  shall be the latter to occur of (i) the
date the Plan,  as amended  hereby is  approved  by a majority  of the shares of
Company common stock eligible to be cast at a legal meeting, exclusive of shares
owned by Baltimore County Savings Bank,  M.H.C.,  and (ii) the date a Form MHC-2
Application  for Approval of a Minority Stock Issuance by a Savings  Association
Subsidiary  of a Mutual  Holding  Company with  respect to the Plan,  as amended
hereby,  is approved by the OTS. This 2001 Amendment shall not become  effective
until  both  approvals  referred  to in  clauses  (i) and (ii) of the  preceding
sentence have been obtained.

     WHEREFORE,  as of September  26, 2001,  the Bank hereby  executes this 2001
Amendment to the Plan.


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


/s/ David M. Meadows                    By:  /s/ Gary C. Loraditch
---------------------------------            ----------------------------------


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