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

     The Board of Directors  hereby  establishes  the Baltimore  County  Savings
Bank, F.S.B. Cash Deferred Compensation Plan, effective April 19, 2002. The Plan
has been adopted 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 1
                                   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.

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

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

     1.3  "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.

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

     1.5  "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  Participant's
Surviving Spouse, or estate if the Participant has no Surviving Spouse.

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

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

     1.8  "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


<PAGE>

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.

          (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.

     1.9 "Company" shall mean BCSB Bankcorp, Inc.

     1.10 "Common Stock" shall mean the common stock of the Company.

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

     1.12 "Director" shall mean a member of the Board.

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

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

                                       2
<PAGE>

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

     1.16 "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.

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

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

     1.19 "Stock Plan" shall mean the Bank's  deferred  compensation  plan which
provides for the settlement of obligations in shares of Common Stock.

     1.20 "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.

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

     1.22 "Trust  Agreement"  shall mean the agreement  entered into between the
Bank and the  Trustee,  pursuant  to the  terms  hereof,  which  the Bank  shall
establish in the event of a Change in Control.

     1.23  "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
                               -------------------

     2.1 On the  Effective  Date. A Participant  who deferred  amounts under the
Stock  Plan  may  make a  one-time  election,  by  such  time  specified  by the
Administrator,  to transfer the value of amounts  credited to his or her account
under the Stock Plan to this Plan as of the  Effective  Date.  All such  amounts
which are  transferred  from the Stock Plan to this Plan shall be distributed in
cash to the  Participant  at such time and in such  manner as  specified  in the
Participant's  previous  election  which was  applicable  with  respect  to such
deferred amounts under the Stock Plan or as elected by the Participant  pursuant
to  Section  3.4.  Such  transferred  amounts  shall be  credited  to a separate
bookkeeping  account  ("Transfer  Account") in the name of the Participant.  The
Bank shall adjust such  Transfer  Account on a monthly  basis by  crediting  the
account with the  appreciation  that would have occurred if the Transfer Account
had  been  invested  in a fund  having  the  interest  rate  paid by the Bank on
one-year certificates of deposit as of the preceding October 1st.

     2.2  Future  Credits.  On each  September  30  beginning  with  2002,  each
Participant  who is a  Director  on such date and who has  between  three and 12
years of service as a Board

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<PAGE>
Director,  shall have his or her Account  credited  with  $6,000,  less  amounts
credited to his or her account  under the Stock Plan for such  fiscal  year.  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,  less amounts
credited to his or her account under the Stock Plan for such fiscal year.

     2.3 Elective Deferrals. Prior to each Plan Year, each non-Employee Director
may  elect  to  defer  the  receipt  of all or  part of his or her  future  fees
(including  retainers),  and each other Participant may elect to defer up to 25%
of salary or 100% of bonus  compensation,  less amounts that the Director elects
to defer for such year under the Stock Plan. 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.

     2.4  Investment  Return.  From the  date of any  credits  on or  after  the
Effective  Date  through   distribution  under  the  terms  of  the  Plan,  each
Participant's Account shall be credited on a monthly basis with a rate of return
based on the interest rate paid by the Bank on one-year  certificates of deposit
as of the preceding October 1st.

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

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

     3.1  General  Rule.  Account  balances  shall  be  paid  in  cash  in  five
substantially  equal annual  installments  beginning during the first quarter of
the calendar year  following the calendar year in which 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.
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.

     3.2 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 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

                                       4
<PAGE>

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).

     3.3 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.

     3.4  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.

                                   ARTICLE IV
                               SOURCE OF BENEFITS
                               ------------------

     4.1 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.

                                       5
<PAGE>

     4.2 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

                                       6
<PAGE>

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 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.

                                       7
<PAGE>
                                  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 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.

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