BCB BANCORP, INC.

                           CHANGE IN CONTROL AGREEMENT
                                       FOR
                               THOMAS M. COUGHLIN

     This AGREEMENT is made effective as of December 10, 2008 by and between BCB
BANCORP,  INC., (the "Company"),  and THOMAS M. COUGHLIN (the "Executive").  Any
reference  to "Bank"  herein  shall mean  BAYONNE  COMMUNITY  BANK, a New Jersey
commercial bank or any successor thereto.

     WHEREAS,  the Company and the Bank recognize the  substantial  contribution
the  Executive has made to the Company and the Bank and the Company and the Bank
wish  to  protect  his  position  therewith  for  the  period  provided  in this
Agreement; and

     WHEREAS,  the Executive has been elected to, and has agreed to serve in the
position of Chief Operating  Officer and Chief Financial Officer for the Company
and in the position of Chief Operating  Officer and Chief Financial  Officer for
the Bank, which are positions of substantial responsibility;

     NOW, THEREFORE, in consideration of the contribution of the Executive,  and
upon the other terms and  conditions  hereinafter  provided,  the parties hereto
agree as follows:

1.   TERM OF AGREEMENT

     The "term" of this Agreement  shall be thirty-six (36) full calendar months
from the effective date of this Agreement set forth above, and shall include any
extension or renewal made  pursuant to this  Section.  Commencing on December 1,
2009  and  continuing  on the 1st of  December  of  each  year  thereafter  (the
"Anniversary Date"), this Agreement shall renew for an additional year such that
the remaining term shall be three (3) years unless written notice of non-renewal
("Non-Renewal  Notice") is provided to  Executive  at least thirty (30) days and
not more than  sixty  (60) days prior to any such  Anniversary  Date,  that this
Agreement shall  terminate at the end of thirty-six  (36) months  following such
Anniversary Date.

2.   CHANGE IN CONTROL

     This Agreement provides for certain payments and benefits to Executive only
in the event of Change in Control.

     A "Change  in  Control"  shall  mean (i) a change in the  ownership  of the
Company or Bank, (ii) a change in the effective  control of the Company or Bank,
or (iii) a change in the ownership of a substantial portion of the assets of the
Company or Bank, as described below.

          (a) A change in the ownership of a corporation occurs on the date that
any one  person,  or more  than one  person  acting as a group  (as  defined  in
Treasury Regulations section 1.409A-3(i)(5)(v)(B)),  acquires ownership of stock
of the Company or Bank that,  together  with stock held by such person or group,
constitutes  more than 50 percent of the total fair market value or total voting
power  of the  stock of such  corporation.  For  these  purposes,  a  change  in

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ownership will not be deemed to have occurred if no stock of the Company or Bank
is outstanding.

          (b) A change in the effective control of the Company or Bank occurs on
the date that  either (i) any one  person,  or more than one person  acting as a
group  (as  defined  in  Treasury  Regulations  section   1.409A-3(i)(5)(vi)(D))
acquires (or has acquired  during the 12-month  period ending on the date of the
most recent  acquisition  by such person or persons)  ownership  of stock of the
Company or Bank  possessing  30 percent or more of the total voting power of the
stock of the Company or Bank, or (ii) a majority of the members of the Company's
or Bank's board of directors is replaced during any 12-month period by directors
whose  appointment  or election is not  endorsed by a majority of the members of
the Company's or Bank's board of directors  prior to the date of the appointment
or  election,  provided  that this  subsection  "(ii)" is  inapplicable  where a
majority shareholder of the Company or Bank is another corporation.

          (c) A change  in a  substantial  portion  of the  Company's  or Bank's
assets  occurs on the date that any one person or more than one person acting as
a group (as  defined in  Treasury  Regulations  section  1.409A-3(i)(5)(vii)(C))
acquires (or has acquired  during the 12-month  period ending on the date of the
most recent  acquisition  by such person or persons)  assets from the Company or
Bank that have a total gross fair market  value equal to or more than 40 percent
of the total gross fair market  value of (i) all of the assets of the Company or
Bank,  or (ii) the value of the assets  being  disposed  of,  either of which is
determined  without regard to any liabilities  associated with such assets.  For
all purposes  hereunder,  the definition of Change in Control shall be construed
to  be  consistent  with  the  requirements  of  Treasury   Regulations  section
1.409A-3(i)(5),  except to the extent that such  regulations  are  superseded by
subsequent guidance.

3.   PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL

          (a) Upon  the  occurrence  of a Change  in  Control  (and  even if the
Executive's  employment  will  not  terminate  as a  result  of such  Change  in
Control),  the Company or the Bank shall pay the  Executive  (or in the event of
his  subsequent  death,  his  estate),  a cash  lump  sum  equal to 2.999 of the
Executive's  "base  amount" as  calculated  under  Section  280G of the Internal
Revenue  Code of 1986,  as amended  (the  "Code")  (or any  successor  thereto);
provided,  however, that such amounts shall be subject to applicable withholding
taxes. Such payment shall be made on the effective date of the Change in Control
or within ten (10) business days thereafter.  "Base amount"  generally means the
Executive's  average annual  compensation for services performed for the Company
and the Bank which was includible in the  Executive's  gross income for the most
recent five (5) taxable years ending before the date of the Change in Control.

          (b) Upon the  occurrence of a Change in Control,  the  Executive  will
have such rights as specified in any other employee benefit plan (including, but
not limited to, equity compensation plans).

          (c) Notwithstanding the preceding  paragraphs of this Section 3, in no
event  shall the  aggregate  payments  or benefits to be made or afforded to the
Executive  (the "Change in Control  Benefits")  constitute an "excess  parachute
payment" under Code Section 280G, and in order to avoid such a result, Change in
Control   Benefits   will  be  reduced,   if   necessary,   to  an  amount  (the
"Non-Triggering  Amount"), the value of which is one dollar ($1.00) less than an

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amount equal to three (3) times the Executive's  "base amount," as determined in
accordance  with Code Section 280G.  The  allocation  of the reduction  required
hereby among Change in Control Benefits provided by the preceding  paragraphs of
this Section 3 shall be determined by the Executive.

          (d) Upon the occurrence of a Change in Control,  the acquirer shall be
obligated to provide  non-taxable health insurance coverage to the Executive and
his  dependents,  at no cost to the Executive,  for a period of thirty-six  (36)
months  from the date of the  Change in  Control  at a level  comparable  to the
health  benefits  provided to the  Executive  and his  dependents by the Company
and/or  the Bank  immediately  prior  to the  Change  in  Control.  Such  health
insurance  benefits  shall not be subject to the reduction  described in Section
3(c).

4.   SOURCE OF PAYMENTS

     It is  intended by the parties  hereto that all  payments  provided in this
Agreement  shall be paid in cash or check from the general  funds of the Company
or the Bank,  provided,  however,  that in the  event  that the  payment  of any
amounts due under Section 3 above is made by the Bank, such payment shall offset
the payment due from the Company hereunder.

5.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  agreement  between  the  Company,  the Bank and the
Executive,  except that this Agreement shall not affect or operate to reduce any
benefit or compensation  inuring to the Executive of a kind elsewhere  provided.
No provision of this  Agreement  shall be interpreted to mean that the Executive
is subject to  receiving  fewer  benefits  than those  available  to him without
reference to this Agreement.

6.   NO ATTACHMENT

          (a) Except as required by law, no right to receive payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

          (b) This Agreement shall be binding upon, and inure to the benefit of,
the  Executive,  the  Company,  the Bank and  their  respective  successors  and
assigns.

7.   MODIFICATION AND WAIVER

          (a)  This  Agreement  may not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

          (b) No term or  condition  of this  Agreement  shall be deemed to have
been waived,  nor shall there be any  estoppel  against the  enforcement  of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall

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<PAGE>

operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

8.   REQUIRED PROVISIONS

     Notwithstanding  anything herein contained to the contrary, any payments to
Executive  by the Company or the Bank,  whether  pursuant to this  Agreement  or
otherwise,  are subject to and  conditioned  upon their  compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C.  Section 1828(k),  and the
regulations promulgated thereunder in 12 C.F.R. Part 359.

9.   SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

10.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

11.  GOVERNING LAW

          (a) The validity, interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of New Jersey.

          (b) Any dispute or  controversy  arising under or in  connection  with
this Agreement shall be settled  exclusively by arbitration,  conducted before a
panel of three arbitrators sitting in a location selected by the employee within
fifty (50) miles from the location of the Company,  in accordance with the rules
of the  Judicial  Mediation  and  Arbitration  Systems  (JAMS)  then in  effect.
Judgment  may  be  entered  on  the  arbitrator's  award  in  any  court  having
jurisdiction.

12.  PAYMENT OF LEGAL FEES

     All reasonable legal fees paid or incurred by the Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or  reimbursed  by the Company or the Bank if the Executive is successful on the
merits   pursuant  to  a  legal  judgment,   arbitration  or  settlement.   Such
reimbursement  shall  occur no later  than  sixty (60) days after the end of the
year in which the dispute is resolved in Executive's favor.

13.  SUCCESSOR TO THE COMPANY OR BANK

     The Company and the Bank shall require any  successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the business or assets of the Company or the Bank,  expressly

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and  unconditionally  to assume and agree to perform the Company's or the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Company or the Bank would be required  to perform if no such  succession  or
assignment had taken place.

14.  SIGNATURES

     IN WITNESS WHEREOF,  the Company and the Bank have caused this Agreement to
be executed by its duly authorized  officers,  and the Executive has signed this
Agreement, on the day and date first above written.

                                       BCB BANCORP, INC.



                                       By: /s/ Mark D. Hogan
                                           ------------------------------------


                                       BCB COMMUNITY BANK



                                       By: /s/ Mark D. Hogan
                                           ------------------------------------




                                       EXECUTIVE



                                       By: /s/ Thomas M. Coughlin
                                           ------------------------------------
                                           Thomas M. Coughlin
                                           Chief Operating Officer