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             HARBOR FEDERAL BANCORP, INC.
        MANAGEMENT RECOGNITION PLAN, AS AMENDED


                       ARTICLE I

               ESTABLISHMENT OF THE PLAN

     1.01  The Company hereby establishes this Plan upon the
terms and conditions hereinafter stated.

     1.02  Through acceptance of their appointment to the
Committee, each member of the Committee hereby accepts his or
her appointment hereunder upon the terms and conditions
hereinafter stated.


                      ARTICLE II

                  PURPOSE OF THE PLAN

     2.01  The purpose of the Plan is to reward and retain
personnel of experience and ability in key positions of
responsibility by providing Employees and Directors of the
Company, the Bank and their Subsidiaries with a proprietary
interest in the Company, and as compensation for their past
contributions to the Bank, and as an incentive to make such
contributions in the future.


                      ARTICLE III

                      DEFINITIONS

     The following words and phrases when used in this Plan with
an initial capital letter, shall have the meanings set forth
below unless the context clearly indicates otherwise.  Wherever
appropriate, the masculine pronoun shall include the feminine
pronoun and the singular shall include the plural.

     3.01  "Bank" means Harbor Federal Savings Bank.

     3.02  "Beneficiary" means the person or persons designated
by a Participant to receive any benefits payable under the Plan
in the event of such Participant's death.  Such person or
persons shall be designated in writing on forms provided for
this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee.  In the absence
of a written designation, the Beneficiary shall be the
Participant's surviving spouse, if any or if none, his estate.

     3.03  "Board" means the Board of Directors of the Company.

     3.04  "Committee" means the Management Recognition Plan
Committee appointed by the Board pursuant to Article IV hereof.

     3.05  "Common Stock" means shares of the common stock, $.01
par value per share, of the Company. 
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     3.06 "Company" means Harbor Federal Bancorp, Inc.

     3.07 "Date of Conversion" means the date of the conversion
of the Bank from mutual to stock form.

     3.08 "Director" means a member of the Board.

     3.09   "Effective Date" means the date on which the Plan
first becomes effective, as determined under Section 8.07
hereof.

     3.10   "Employee" means any person who is employed by the
Company, the Bank, or a Subsidiary of the Company or of the
Bank.

     3.11 "Non-Employee Director" shall have the meaning
provided in Rule 16b-3 under the Securities Exchange Act of
1934, as amended.

     3.12   "Participant" means an Employee or Director who
receives a Plan Share Award under the Plan. 

     3.13   "Plan" means the Harbor Federal Savings Bank
Management Recognition Plan.

     3.14   "Plan Shares" means shares of Common Stock held in
the Trust which are awarded or issuable to a Participant
pursuant to the Plan.

     3.15   "Plan Share Award" means a right granted under this
Plan to receive Plan Shares.

     3.16   "Plan Share Reserve" means the shares of Common
Stock held by the Trustee pursuant to Section 5.03.

     3.17   "Subsidiary" or "Subsidiaries" means any "subsidiary
corporation" of the Company or of the Bank, as the term
"subsidiary" is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended. 

     3.18   "Trust" and "Trust Agreement" mean that agreement
entered into pursuant to the terms hereof between the Company
and the Trustee, and "Trust" means the trust created thereunder.

     3.19   "Trustee" means that 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 IV

              ADMINISTRATION OF THE PLAN

     4.01   ROLE AND POWERS OF THE COMMITTEE.  The Plan shall be
administered and interpreted by the Committee, which shall
consist of not less than two members of the Board who are
Non-Employee Directors.  In the absence at any time of a duly
appointed Committee, the Plan shall be administered by those
members
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of the Board who are Non-Employee Directors, and by the Board if
there are less than two Non-Employee Directors.

     The Committee shall have all of the powers allocated to it
in this and other Sections of the Plan.  Except as limited by
the express provisions of the Plan or by resolutions adopted by
the Board, the Committee shall have sole and complete authority
and discretion (1) to make Plan Share Awards to such Employees
as the Committee may select, (2) to determine the form and
content of Plan Share Awards to be issued under the Plan, (3) to
interpret the Plan, (4) to prescribe, amend and rescind rules
and regulations relating to the Plan, and (5) to make other
determinations necessary or advisable for the administration of
the Plan.  The Committee shall have and may exercise such other
power and authority as may be delegated to it by the Board
from time to time.  Subject to Section 4.02, the interpretation
and construction by the Committee of any provisions of the Plan
or of any Plan Share Award granted hereunder shall be final and
binding.  The Committee shall act by vote or written consent of
a majority of its members, and shall report its actions and
decisions with respect to the Plan to the Board at appropriate
times, but in no event less than one time per calendar year. 
The Committee may recommend to the Board one or more persons or
entity to act as Trustee(s) in accordance with the provisions of
this Plan and the Trust.

     4.02  ROLE OF THE BOARD.  The members of the Committee
shall be appointed or approved by, and will serve at the
pleasure of, the Board.  The Board may in its discretion from
time to time remove members from, or add members to, the
Committee.  The Board shall have all of the powers allocated to
it in this and other Sections of the Plan, may take any action
under or with respect to the Plan which the Committee is
authorized to take, and may reverse or override any action taken
or decision made by the Committee under or with respect to the
Plan, provided, however, that the Board may not revoke any
Plan Share Award already made or impair a participant's
vested rights under a Plan Share Award, except as provided in
Section 7.01(b) herein.  Members of the Board who are eligible
for or who have been granted Plan Share Awards (other than
pursuant to Section 6.04) may not vote on any matters affecting
the administration of the Plan or the grant of Plan Shares or
Plan Share Awards (although such members may be counted in
determining the existence of a quorum at any meeting of
the Board during which actions with regard thereto are
taken). 

     4.03  LIMITATION ON LIABILITY.  No member of the Board or
the Committee or the Trustee(s) shall be liable for any
determination made in good faith with respect to the Plan or any
Plan Shares or Plan Share Awards granted under it.  If a member
of the Board or the Committee or any Trustee is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of anything done or
not done by him in such capacity under or with respect to the
Plan, the Company shall indemnify such member against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the Company and its
Subsidiaries and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

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                       ARTICLE V

           CONTRIBUTIONS; PLAN SHARE RESERVE

     5.01  AMOUNT AND TIMING OF CONTRIBUTIONS.  The Board shall
determine the amounts (or the method of computing the amounts)
to be contributed by the Company to the Trust.  Such amounts
shall be paid to the Trustee at the time of contribution.  No
contributions to the Trust by Employees shall be permitted.

     5.02  INVESTMENT OF TRUST ASSETS.  The Trustee shall invest
Trust assets only in accordance with the Trust Agreement;
provided that the Trust shall not purchase more than four (4%)
percent of the number of shares of Common Stock issued on the
Date of Conversion. 

     5.03  EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON
PLAN SHARE RESERVES.  Upon the allocation of Plan Share Awards
under Section 6.02, the Plan Share Reserve shall be reduced by
the number of Shares subject to the Awards so allocated or
returned.  Any Shares subject or attributable to an Award which
may not be earned because of a forfeiture by the Participant
pursuant to Section 7.01 shall be added to the Plan Share
Reserve.


                      ARTICLE VI

               ELIGIBILITY; ALLOCATIONS

     6.01  ELIGIBILITY.  Only Employees  shall be eligible to
receive Plan Share Awards.  However, non-Employee Directors
shall receive Plan Share Awards pursuant to Section 6.04, and
the Employees designated in Section 6.05 shall receive the Plan
Share Awards specified therein.

     6.02  ALLOCATIONS.  The Committee will determine which of
the Employees referenced in Section 6.01 above will be granted
Plan Share Awards, and the number of Shares covered by each Plan
Share Award provided that in no event shall any Awards be made
which will violate the Charter, Bylaws or Plan of Conversion of
the Bank or its Subsidiaries or any applicable federal or state
law or regulation.  In the event Plan Shares are forfeited for
any reason or additional shares of Common Stock are purchased by
the Trustee, the Committee may, from time to time, determine
which of the Employees referenced in Section 6.01 above will be
granted additional Plan Share Awards to be awarded from the
forfeited or acquired Plan Shares.  In selecting those Employees
to whom Plan Share Awards will be granted and the number of
shares covered by such Awards, the Committee shall consider the
position, duties and responsibilities of the eligible Employees,
the value of their services to the Company and its Subsidiaries,
and any other factors the Committee may deem relevant. 

     6.03  FORM OF ALLOCATION.  As promptly as practicable after
a determination is made pursuant to Section 6.02 that a Plan
Share Award is to be made, the Committee shall notify the
Participant in writing of the grant of the Award, the number of
Plan Shares covered by the Award, and the terms upon which the
Plan Shares subject to the Award may be earned.  The date on
which the Committee so notifies the Participant shall be
considered the date of grant of the Plan Share 

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Awards.  The Committee shall maintain records as to all grants
of Plan Share Awards under the Plan. 

     6.04 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS. 
Notwithstanding any other provisions of this Plan, each Director
who is not an Employee but is a Director on the Effective Date
shall receive, on said date, a Plan Share Award for a number of
Shares equal to four percent (4%) of the number of Plan Shares
purchased on the Effective Date.  Each Director who joins the
Board after the Effective Date shall receive, on said date, a
Plan Share Award as to two percent (2%) of the number of Plan
Shares purchased on the Effective Date (or such lesser number as
are available hereunder for Plan Share Awards).  Plan Share
Awards received under the provisions of this Section shall
become vested and nonforfeitable according to the general rules
set forth in subsections (a), (b), and (c) of Section 7.01, and
the Committee shall have no discretion to alter or accelerate
said vesting requirements.  Unless otherwise inapplicable or
inconsistent with the provisions of this Section, the Plan Share
Awards to be granted to hereunder shall be subject to all other
provisions of this Plan; provided that the Committee shall
approve a Director's request made pursuant to Section 7.03 (b). 

     6.05  AUTOMATIC GRANTS TO EMPLOYEES.  On the Effective
Date, each of the following individuals shall receive a Plan
Share Award as to the number of Plan Shares listed below,
provided that such award shall not be made to an individual who
is not an Employee on the Effective Date:

                                   Percentage of Plan Shares
          Optionee              Purchased on the Effective Date
          --------              -------------------------------
          Robert A. Williams              25.00%
          Norbert J. Luken                13.33%
          Lawrence W. Williams            13.33%
          Glenda L. Neubert               13.33%

     Plan Share Awards received under the provisions of this
Section shall become vested and nonforfeitable according to the
general rules set forth in subsections (a), (b), and (c) of
Section 7.01, and the Committee shall have no discretion to
alter said vesting requirements.  Unless otherwise inapplicable
or inconsistent with the provisions of this Section, the
Plan Share Awards to be granted to hereunder shall be subject to
all other provisions of this Plan; provided that the Committee
shall approve a Employee's request made pursuant to Section 7.03
(b). 

     6.06  ALLOCATIONS NOT REQUIRED.  Notwithstanding anything
to the contrary in Sections 6.01 and 6.02, but subject to
Sections 6.04 and 6.05, no Employee or Director shall have any
right or entitlement to receive a Plan Share Award hereunder,
such Awards being at the total discretion of the Committee, nor
shall any Employees or Directors as a group have such a right. 
The Committee may, with the approval of the Board (or, if so
directed by the Board) return all Common Stock in the Plan Share
Reserve to the Company at any time, and cease issuing Plan Share
Awards.

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                      ARTICLE VII

   EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

7.01  EARNING PLAN SHARES; FORFEITURES.

     (a)  GENERAL RULES.  Twenty percent (20%) of the Plan
Shares subject to a Plan Share Award shall be earned and become
non-forfeitable by a Participant upon his completion of each of
five Years of Service.  For purposes of this paragraph, with
respect to each Plan Share Award, "Year of Service" means a full
twelve-month period, measured from the date of a Plan Share
Award and each annual anniversary of that date, during which the
Participant has continuously been an Employee or Director of the
Company or a Subsidiary. 

     (b)  EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY. 
Notwithstanding the general rule contained in Section 7.01(a)
above, all Plan Shares subject to a Plan Share Award held by a
Participant whose service with the Company or a Subsidiary
terminates due to death or disability (as determined by the
Committee), shall be deemed earned as of the Participant's last
day of service with the Company or Subsidiary and shall be
distributed as soon as practicable thereafter.  

     (c)  EXCEPTION FOR A CHANGE IN CONTROL.  Notwithstanding
the general rule contained in Section 7.01(a) above, all Plan
Shares subject to a Plan Share Award held by a Participant shall
be deemed to be immediately 100% earned and non-forfeitable in
the event of a "change in control" of the Company or of the Bank
and shall be distributed as soon as practicable thereafter.  For
purposes of this paragraph, "change in control" shall mean any
one of the following events: (1) the ownership, holding or power
to vote more than 25% of the Bank's or Company's voting stock,
(2) the control of the election of a majority of the Bank's or
Company's directors, (3) the exercise 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 (except in
the case of (1), (2) and (3) hereof, ownership or control of the
Bank or its directors by the Company itself shall not constitute
a "change in control"), or (4) during any period of two 
consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company or the
Bank (the "Continuing Directors") 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 such Boards 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 subparagraph 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 Committee as to whether a change in control has occurred
shall be conclusive and binding. 

     7.02  ACCRUAL OF DIVIDENDS.  Whenever Plan Shares are paid
to a Participant or Beneficiary under Section 7.03, such
Participant or Beneficiary shall also be entitled to receive,
with respect to each Plan Share paid an amount equal to any cash
dividends and a number of shares of Common Stock equal to any
stock dividends, declared and paid with respect to a share of
Common Stock between the date the relevant Plan Share Award was
initially granted to such Participant and the date the Plan
Shares are being distributed.  There shall also be distributed

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an appropriate amount of net earnings, if any, of the Trust with
respect to any cash dividends so paid out.

     7.03  DISTRIBUTION OF PLAN SHARES.

     (a)  TIMING OF DISTRIBUTIONS:  GENERAL RULE.  Except as
provided in Subsections (b), (d) and (e) below, the Trustee
shall distribute Plan Shares and accumulated cash from dividends
and interest to the Participant or his Beneficiary, as the case
may be, as soon as practicable after they have been earned.  No
fractional shares shall be distributed. 

     (b)  FORM OF DISTRIBUTION.  At any time on or after the
date on which a Participant receives a Plan Share Award, the
Participant may file a written request with the Committee to
have such Plan Share Award paid as soon as practicable in the
form of a transfer to the Participant of Common Stock subject to
the forfeiture provisions applicable under the Participant's
Plan Share Award.  In such event, the Committee may, in its sole
and absolute discretion, transfer to the Participant Common
Stock certificates in the name of the Participant, whereupon the
Participant shall become a stockholder of the Company with
respect to such Common Stock and shall have all the rights of a
stockholder, including but not limited to the right to receive
all dividends paid on such Shares and the right to vote such
Shares.  Said Common Stock shall be subject to the forfeiture
provisions applicable under the Participant's Plan Share Award,
and the certificates for such Common Stock shall bear the
following legend reflecting that the shares represented thereby
are subject to restrictions against transfer and to forfeiture
in accordance with the Plan and the Participant's Plan Share
Award:

          "The transferability of this certificate and
     the shares of stock represented thereby are
     subject to the terms and conditions (including
     forfeiture) contained in the Harbor Federal
     Bancorp, Inc. Management Recognition Plan, and a
     Plan Share Award made thereunder by the Harbor
     Federal Bancorp, Inc. Management Recognition Plan
     Committee.  Copies of such Plan and Plan Share
     Award are on file in the offices of the Secretary
     of Harbor Federal Bancorp, Inc., 705 York Road,
     Baltimore, Maryland 21204-2562.

     As the Participant earns the Restricted Stock subject to
the Plan Share Award, the Participant (or, in the event of the
Participant's death, the legal representative of his estate, or
if the personal representative of the Participant's estate shall
have assigned the estate's interest in the Restricted Stock,
to the person or persons to whom his rights under such Common
Stock shall have passed by assignment pursuant to his will or to
the laws of descent and distribution) may surrender the Common
Stock certificates bearing the foregoing legend, whereupon the
Company shall cause such certificates to be reissued without the
legend.  If a Participant who has received Restricted Stock
hereunder forfeits any or all of such Restricted Stock, the
Participant shall, within 30 days after terminating employment,
pay the Company an amount equal to the dividends attributable to
the forfeited Restricted Stock.  To the extent not inconsistent
herewith, Restricted Stock distributed hereunder will be subject
to the terms and conditions applicable to the Plan Share Award
underlying the Restricted Stock.

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     (c)  FORM OF DISTRIBUTION.  The Trustee shall distribute
all Plan Shares, together with any shares representing stock
dividends, in the form of Common Stock.  One share of Common
Stock shall be given for each Plan Share earned.  Payments
representing cash dividends (and earnings thereon) shall be made
in cash. 

     (d)  WITHHOLDING.  The Trustee shall withhold from any cash
payment made under this Plan sufficient amounts to cover any
applicable withholding and employment taxes, and if the amount
of such cash payment is not sufficient, the Trustee shall
require the Participant or Beneficiary to pay to the Trustee the
amount required to be withheld as a condition of delivering the
Plan Shares.  The Trustee shall pay over to the Company or
Subsidiary which employs or employed such Participant any such
amount withheld from or paid by the Participant or Beneficiary.

     (e)  TIMING: EXCEPTION FOR 10% SHAREHOLDERS. 
Notwithstanding Subsections (a) and (b) above, no Plan Shares
may be distributed prior to the date which is five (5) years
from the Date of Conversion to the extent the Participant or
Beneficiary, as the case may be, would after receipt of such
Shares own in excess of ten percent (10%) of the issued and
outstanding shares of Common Stock unless such action is
approved in advance by a majority vote of disinterested
directors of the Board.  To the extent this limitation would
delay the date on which a Participant receives Plan Shares, the
Participant may elect to receive from the Trust, in lieu
of such Plan Shares, the cash equivalent thereof.  Any Plan
Shares remaining undistributed solely by reason of the operation
of this Subsection (d) shall be distributed to the Participant
or his Beneficiary on the date which is five years from the Date
of Conversion.

     (f)  REGULATORY EXCEPTIONS.  No Plan Shares shall be
distributed (except in accordance with Section 7.03(b)), unless
and until all of the requirements of all applicable law and
regulation shall have been fully complied with, including the
receipt of approval of the Plan by the stockholders of the
Company by such vote, if any, as may be required by applicable
law and regulations.

     7.04  VOTING OF PLAN SHARES.  All shares of Common Stock
held by the Trust (whether or not subject to a Plan Share Award)
shall be voted by the Trustee in the same proportion as the
trustee of the Company's Employee Stock Ownership Plan votes
Common Stock held in the trust associated therewith.

     7.05.  DEFERRAL ELECTIONS BY PARTICIPANTS.  The Participant
may at any time irrevocably elect, on the form attached hereto
as Exhibit "A" (the "Election Form"), to defer the receipt of
all or a percentage of the Plan Shares that would otherwise be
transferred to the Participant upon a future vesting of such
award (the "Deferred Shares").  The MRP Committee shall
establish and maintain an individual account in the name of each
Participant who files an Election Form for the purpose of
tracking deferred earnings attributable to cash dividends paid
on Deferred Shares (the "Cash Account").  On the last day of
each fiscal year of the Company, the Committee shall credit to
the Participant's Cash Account earnings on the balance of the
Cash Account at a rate equal to the yield on Common Stock, as
determined from time to time by the MRP Committee in its sole
discretion.  

     The Deferred Shares, together with any cash or stock
dividends attributable thereto (the "Deferred Earnings"), will
be distributed to the Participant in

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accordance with the deferral schedule (the "Deferral Schedule")
selected by the Participant in his or her Election Form.  The
Trustees shall hold each Participant's Deferred Shares and
Deferred Earnings in the Trust until distribution is required
pursuant to the election set forth in the Participant's Election
Form. 


     The Trustee shall distribute a Participant's Deferred
Shares and Deferred Earnings in accordance with the
Participant's Election Form, unless the Participant terminates
service for a reason other than the Participant's (i) death,
(ii) disability, or (iii) normal retirement after age 70. 
Within 90 days after receiving notice of a Participant's death,
the Trustee shall distribute any balance of the Participant's
Deferred Shares and Deferred Earnings to the Participant's
designated beneficiary, if living, or if such designated
beneficiary is deceased or the Participant failed to designate a
beneficiary, to the Participant's estate.  Notwithstanding the
preceding, at any time prior to his or her death, a Participant
may elect to have the balance of his or her Deferred Shares
and Deferred Earnings distributed to his or her beneficiary or
estate over a period of time designated by the Participant.  If,
on the other hand, a Participant's terminates service for a
reason other than the Participant's death, disability, or normal
retirement, the Participant's Deferred Shares and Deferred
Earnings shall be distributed to the Participant in a lump sum
occurring as soon as reasonably practicable.  

     Notwithstanding any other provision of the Plan or a
Participant's Election Form, in the event the Participant
suffers an unforeseeable emergency hardship within the
contemplation of this paragraph, the Participant may apply to
the Committee for a distribution of all or a portion of his
Deferred Shares and Deferred Earnings prior to the basis for any
such distribution.  The hardship must result from a sudden
and unexpected illness or accident of the Participant or a
dependent of the Participant, casualty loss of property, or
other similar conditions beyond the control of the Participant. 
Examples of purposes which are not considered hardships include
post-secondary school expenses or the desire to purchase a
residence.  In no event will a distribution be made to the
extent the hardship could be relieved through reimbursement or
compensation by insurance or otherwise, or by liquidation of the
Participant's nonessential assets to the extent such liquidation
would not itself cause a severe financial hardship.  The amount
of any distribution hereunder shall be limited to the amount
necessary to relieve the Participant's financial hardship.  The
determination of whether a Participant has a qualifying hardship
and the amount which qualifies for distribution, if any, shall
be made by the Committee in its sole discretion.  The Committee
may require evidence of the purpose and amount of the need, and
may establish such application or other procedures as it
deems appropriate.  

     No Participant may assign his or her claim to Deferred
Shares and Deferred Earnings during his or her lifetime, except
in accordance with Section 8.03 of the MRP.  Any deferral
election made hereunder shall be irrevocable. A Participant's
right to Deferred Shares and Deferred Earnings shall at all
times constitute an unsecured promise of the Company to pay
benefits as they come due.  The right of the Participant or his
or her beneficiary to receive benefits hereunder shall be
solely an unsecured claim against the general assets of the
Company.  Neither the Participant nor his or her beneficiary
shall have any claim against or rights in any specific assets or
other fund of the Company, and any assets in the Trust shall be
deemed general assets of the Company.

                              9<PAGE>
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     All distributions made by the Company and/or the Trustees
pursuant to elections made hereunder shall be subject to
applicable federal, state, and local tax withholding and to such
other deductions as shall at the time of such payment be
required under any income tax or other law, whether of the
United States or any other jurisdiction, and, in the case of
payments to a beneficiary, the delivery to the Committee and/or
Trustees of all necessary waivers, qualifications and other
documentation.


                     ARTICLE VIII

                     MISCELLANEOUS

     8.01  ADJUSTMENTS FOR CAPITAL CHANGES.  

     (a)  RECAPITALIZATIONS; STOCK SPLITS, ETC.  The number and
kind of shares which may be purchased under the Plan, and the
number and kind of shares subject to outstanding Plan Share
Awards, shall be proportionately adjusted for any increase,
decrease, change or exchange of shares of Common Stock for a
different number or kind of shares or other securities of the
Company which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock
dividend, split-up, combination of shares, or similar event in
which the number or kind of shares is changed without the
receipt or payment of consideration by the Company.

     (b)  TRANSACTIONS IN WHICH THE COMPANY IS NOT THE
SURVIVING ENTITY.  Subject to Section 7.01(c) hereof, in the
event of (i) the liquidation or dissolution of the Company, (ii)
a merger or consolidation in which the Company is not the
surviving entity, or (iii) the sale or disposition of all or
substantially all of the Company's assets (any of the foregoing
to be referred to herein as a "Transaction"), all outstanding
Plan Share Awards shall be surrendered.  With respect to each
Plan Share Award so surrendered, the Committee shall in its
sole and absolute discretion determine whether the holder of the
surrendered Plan Share Award shall receive --

     (1)  for each share of Common Stock then subject
     to an outstanding Plan Share Award, the number and
     kind of shares into which each outstanding share
     of Common Stock (other than shares held by
     dissenting stockholders) is changed or exchanged;
     or  

     (2)  a cash payment from the Bank or the successor
     corporation, in an amount equal to the fair market
     value (as determined by the Committee in its sole
     and absolute discretion) of the Common Stock
     subject to the Plan Share Award on the date of the
     Transaction. 

     (c)  CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR
DIFFERENT SHARES OR SECURITIES.  If, by reason of any adjustment
made pursuant to this Section, a Participant becomes entitled to
new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the shares pursuant to the
Plan Share Award before the adjustment was made.  In addition,
the Committee shall have the discretionary authority to impose
on the Shares subject to Plan Share Awards such restrictions as
the

                            10<PAGE>
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Committee may deem appropriate or desirable, including but not
limited to a right of first refusal, or repurchase option, or
both of these restrictions. 

     (d)  OTHER ISSUANCES.  Except as expressly provided in this
Section, the issuance by the Company or a Subsidiary of shares
of stock of any class, or of securities convertible into shares
of Common Stock or stock of another class, for cash or property
or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, shall not
affect, and no adjustment shall be made with respect to, the
number or class of shares of Common Stock then subject to Plan
Share Awards or reserved for issuance under the Plan.

     8.02  AMENDMENT AND TERMINATION OF PLAN.  The Board may, by
resolution, at any time amend or terminate the Plan.  The power
to amend or terminate the Plan shall include the power to direct
the Trustee to return to the Bank all or any part of the assets
of the Trust, including shares of Common Stock held in the Plan
Share Reserve.  However, the termination of the Trust shall
not affect a Participant's right to earn Plan Share Awards and
to the distribution of Common Stock relating thereto, including
earnings thereon, in accordance with the terms of this Plan and
the grant by the Committee or the Board.

     8.03  NONTRANSFERABILITY.  Plan Share Awards may not be
sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent
and distribution.  Notwithstanding the foregoing, or any other
provision of this Plan, a Participant who holds Plan Share
Awards may transfer such Awards 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
Share Awards so transferred may thereafter be transferred only
to the Participant who originally received the grant or to an
individual or trust to whom the Participant could have initially
transferred the Awards pursuant to this Section 8.03.  Plan
Share Awards which are transferred pursuant to this Section 8.03
shall be exercisable by the transferee according to the same
terms and conditions as applied to the Participant.

     8.04  NO EMPLOYMENT OR OTHER RIGHTS.  Neither the Plan nor
any grant of a Plan Share Award or Plan Shares hereunder nor any
action taken by the Trustee, the Committee or the Board in
connection with the Plan shall create any right, either express
or implied, on the part of any Employee or Director to continue
in the service of the Company, the Bank, or a Subsidiary
thereof. 

     8.05  VOTING AND DIVIDEND RIGHTS.  No Participant shall
have any voting or dividend rights or other rights of a
stockholder in respect of any Plan Shares covered by a Plan
Share Award, except as expressly provided in Section 7.02 above,
prior to the time said Plan Shares are actually distributed to
him.

     8.06  GOVERNING LAW.  The Plan and Trust shall be governed
and construed under the laws of the State of Maryland to the
extent not preempted by Federal law. 

     8.07  EFFECTIVE DATE.  The Plan shall become effective
immediately upon its approval by all regulatory authorities
required by applicable law and a favorable vote of stockholders
owning at least a majority of the shares present or represented,
and entitled to vote, at a meeting duly held in accordance
with applicable laws, provided that the Plan shall not be
submitted for such approval

                            11<PAGE>
<PAGE>
before the first annual meeting of the Company's stockholders. 
In no event shall Plan Share Awards be made prior to the
Effective Date.

     8.08  TERM OF PLAN.  This Plan shall remain in effect until
the earlier of (1) termination by the Board, or (2) the
distribution of all assets of the Trust.  Termination of the
Plan shall not affect any Plan Share Awards previously granted,
and such Awards shall remain valid and in effect until they have
been earned and paid, or by their terms expire or are
forfeited.

     8.09  TAX STATUS OF TRUST.  It is intended that the Trust
associated with the Plan be treated as a grantor Trust of the
Bank under the provisions of Section 671 etseq. of the Internal
Revenue Code, as the same may be amended from time to time.
 
                             12<PAGE>
<PAGE>


                   TRUST AGREEMENT 
        UNDER THE HARBOR FEDERAL BANCORP, INC.
              MANAGEMENT RECOGNITION PLAN


     This Agreement made this 25th day of January, 1994, by and
between Harbor Federal Bancorp, Inc. (the "Company") and Joseph
J. Lacy, John N. Riehl, III, and Gideon N. Stieff, Jr. (acting
by majority, the "Trustee").


     WHEREAS, the Company maintains the Harbor Federal Bancorp,
Inc. Management Recognition Plan (the "Plan"); and

     WHEREAS, the Company has incurred or expects to incur
liability under the terms of the Plan with respect to the
individuals participating in the Plan ("Participants"); and

     WHEREAS, the Company wishes to establish a trust (the
"Trust") and to contribute to the Trust assets that shall be
held therein, subject to the claims of the Company's general
creditors in the event of Insolvency, as defined in Section 3(a)
hereof, until paid to Participants and their beneficiaries in
such manner and at such times as specified in the Plan; 

     WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect
the status of the Plan as an unfunded plan maintained for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;

     WHEREAS, it is the intention of the Company to make
contributions to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the
Plan; 

     NOW, THEREFORE, the parties do hereby establish this Trust
and agree that the Trust shall be comprised, held and disposed
of as follows:

     Section 1.  Establishment of Trust
     ----------------------------------

     (a)  The Company hereby deposits, or will shortly hereafter
deposit, with the Trustee in trust an amount expected to be
sufficient to permit the Trust to purchase four percent (4%) of
the shares of common stock ("Common Stock") of Harbor Federal
Bancorp, Inc. that are issued in connection with the Company's
conversion of Harbor Federal Savings Bank from mutual-to-stock
form.  Said amount shall become the initial principal of the
Trust to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement.

     (b)  The Trust shall become irrevocable upon approval of
the Plan by the stockholders of Harbor Federal Bancorp, Inc.
<PAGE>
<PAGE>
     (c)  The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E,
part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended (the "Code"), and shall be
construed accordingly.

     (d)  The principal of the Trust, and any earnings thereon,
shall be held separate and apart from other funds of the Company
and shall be used exclusively for the uses and purposes of
Participants and general creditors as herein set forth. 
Participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust.  Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of
Participants and their beneficiaries against the Company.  Any
assets held by the Trust will be subject to the claims of the
Company's general creditors under federal and state law in the
event of Insolvency, as defined in Section 3(a) herein.

     (e)  The Company, in its sole discretion, may at any time,
or from time to time, make additional deposits of cash or other
property in trust with the Trustee to augment the principal to
be held, administered and disposed of by Trustee as provided in
this Trust Agreement.  Neither the Trustee nor any Participant
or beneficiary shall have any right to compel such additional
deposits.

     Section 2.  Payments to Plan Participants and Their
     ---------------------------------------------------
Beneficiaries.
--------------

     (a)  The Company shall deliver to the Trustee a schedule
(the "Payment Schedule") that indicates the amounts payable in
respect of each Participant (and his or her beneficiaries), that
provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in
which such amount is to be paid (as provided for or available
under the Plan), and the time of commencement for payment of
such amounts.  Except as otherwise provided herein, the Trustee
shall make payments to Participants and their beneficiaries in
accordance with such Payment Schedule.  The Trustee shall make
provision for the reporting and withholding of any federal,
state or local taxes that may be required to be withheld with
respect to the payment of benefits pursuant to the terms of the
Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported,
withheld and paid by the Company.

     (b)  The entitlement of a Participant or his or her
beneficiaries to benefits under the Plan shall be determined by
the Company or such party as it shall designate under the Plan,
and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plan.  

     (c)  The Company may make payment of benefits directly to
Participants or their beneficiaries as they become due under the
terms of the Plan.  The Company shall notify the Trustee of its
decision to make payment of benefits directly prior to the time
amounts are payable to Participants or their beneficiaries.  In
addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plan, the Company shall make
the balance of each such payment as it falls due.  The Trustee
shall notify the Company where principal and earnings are not
sufficient.

                             2<PAGE>
<PAGE>
     Section 3.  Trustee Responsibility Regarding Payments to
     --------------------------------------------------------
Trust Beneficiary When Company Is Insolvent.
--------------------------------------------

     (a)  The Trustee shall cease payment of benefits to
Participants and their beneficiaries if the Company is
Insolvent.  The Company shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they become due, or (ii) the Company becomes
subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.

     (b)  At all times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of the
Company under federal and state law as set forth below.

     (c)  The Board of Directors and the Chief Executive Officer
of the Company shall have the duty to inform the Trustee in
writing of the Company's Insolvency.  If a person claiming to be
a creditor of the Company alleges in writing to the Trustee that
the Company has become Insolvent, the Trustee shall determine
whether the Company is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits
to Participants or their beneficiaries.

          (1)  Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the Company or
a person claiming to be a creditor alleging that the Company is
Insolvent, the Trustee shall have no duty to inquire whether the
Company is Insolvent.  The Trustee may in all events rely on
such evidence concerning the Company's solvency as may be
furnished to the Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning the
Company's solvency.

          (2)  If at any time the Trustee has determined that
the Company is Insolvent, the Trustee shall discontinue payments
to Plan participants or their beneficiaries, shall liquidate the
Trust's investment in Common Stock, and shall hold the assets of
the Trust for the benefit of the Company's general creditors. 
Nothing in this Trust Agreement shall in any way diminish any
rights of Participants or their beneficiaries as general
creditors of the Company with respect to benefits due under the
Plan or otherwise.

          (3)  The Trustee shall resume the payment of benefits
to Participants or their beneficiaries in accordance with
Section 2 of this Trust Agreement only after the Trustee has
determined that the Company is not Insolvent (or is no longer
Insolvent).

     (d)  Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Participants
or their beneficiaries under the terms of the Plan for the
period of such discontinuance, less the aggregate amount of any
payments made to Participants or their beneficiaries by the
Company in lieu of the payments provided for hereunder during
any such period of discontinuance.

                              3<PAGE>
<PAGE>
     Section 4.  Payments to the Company.
     -----------------------------------

     Except as provided in Section 3 hereof, after the Trust has
become irrevocable, the Company shall have no right or power to
direct the Trustee to return to the Company or to divert to
others any of the Trust assets before all payment of benefits
have been made to Plan Participants and their beneficiaries
pursuant to the terms of the Plan.

     Section 5.  Investment Authority.
     ---------------------------------

     (a)  The Trustee shall have sole discretion as to the
investment of Trust assets, except that to the extent reasonably
practicable, the Trustee shall invest all assets of the Trust in
Common Stock.  Any funds held by the Trust prior to the date of
the conversion of the Company from mutual-to-stock form shall be
invested by the Trustee in such interest-bearing account or
accounts at the Company as the Trustee shall determine to be
appropriate.  Upon the date of the Company's conversion from
mutual-to-stock form, the Trustee shall, pursuant to the
exercise during the conversion period of subscription rights in
the Company's Common Stock offering conducted as part of the
Company's conversion, invest all of the Trust's assets, after
providing for any required withholding as needed for tax
purposes, exclusively in Common Stock, provided, however that
the Trust shall not purchase a number of shares of Common Stock
equal to more than four percent (4%) of the shares of Common
Stock issued in the Company's mutual-to-stock conversion.  

     (b)  All rights associated with assets of the Trust shall
be exercised by the Trustee or the person designated by the
Trustee, and shall in no event be exercisable by or rest with
Participants, except that voting rights with respect to Common
Stock will be exercised in accordance with the terms of the
Plan.

     Section 6. - Disposition of Income.
     -----------------------------------

     During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and
reinvested.

     Section 7.  Accounting by Trustee.
     ----------------------------------

     The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Company and the Trustee. 
Within 60 days following the close of each calendar year and
within 20 days after the removal or resignation of the Trustee,
the Trustee shall deliver to the Company a written account of
its administration of the Trust during such year or during the
period from the close of the last preceding year to the date of
such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it,
including a description of all securities and investments
purchased and sold with the cost or net proceeds of such
purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being
shown separately), and showing all cash, securities and other
property held in the Trust at the end of such year or as of the
date of such removal or resignation, as the case may be.

                              4<PAGE>
<PAGE>
     Section 8.  Responsibility of Trustee.
     -------------------------------------- 

     (a)  The Trustee shall act with the care, skill, prudence
and diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that Trustee
shall incur no liability to any person for any action taken
pursuant to a direction, request or approval given by the
Company which is contemplated by, and in conformity, the terms
of the Plan or this Trust and is given in writing by the
Company.  In the event of a dispute between the Company and a
party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.

     (b)  If the Trustee undertakes or defends any litigation
arising in connection with this Trust, the Company agrees to
indemnify the Trustee against Trustee's costs, expenses and
liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such
payments, except in those cases where the Trustee shall have
been found by a court of competent jurisdiction to have acted
with gross negligence or willful misconduct.  If the Company
does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from
the Trust.

     (c)  The Trustee may consult with legal counsel with
respect to any of its duties or obligations hereunder.

     (d)  The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or
obligations hereunder.

     (e)  The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, the Trustee
shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a
successor the Trustee, or to loan to any person the proceeds of
any borrowing against such policy. 

     (f)  Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to
the Code.

     Section 9.  Compensation and Expenses of Trustee.
     -------------------------------------------------

     The Company shall pay all administrative expenses and the
Trustee's fees and expenses relating to the Plan and this Trust. 
If not so paid, the fees and expenses shall be paid from the
Trust.

     Section 10.  Resignation and Removal of Trustee.
     ------------------------------------------------

     The Trustee may resign at any time by written notice to the
Company, which resignation shall be effective 30 days after the
Company receives such notice

                               5<PAGE>
<PAGE>
(unless the Company and the Trustee agree otherwise).  The
Trustee may be removed by the Company on 30 days notice or upon
shorter notice accepted by the Trustee. 

     If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the
effective date or resignation or removal under this section.  If
no such appointment has been made, the Trustee may apply to a
court of competent jurisdiction for appointment of a successor
or for instructions.  All expenses of the Trustee in connection
with the proceeding shall be allowed as administrative expenses
of the Trust.  Upon resignation or removal of the Trustee and
appointment of a successor trustee, all assets shall
subsequently be transferred to the successor trustee.  The
transfer shall be completed within 60 days after receipt of
notice of resignation, removal or transfer, unless the Company
extends the time limit. 

     Section 11.  Appointment of Successor.
     --------------------------------------

     If the Trustee resigns or is removed in accordance with
Section 10 hereof, the Company may appoint any other party as a
successor to replace the Trustee upon resignation or removal. 
The appointment shall be effective when accepted in writing by
the new trustee, who shall have all of the rights and powers of
the former trustee, including ownership rights in the Trust
assets.  The former trustee shall execute any instrument
necessary or reasonably requested by the Company or the
successor trustee to evidence the transfer.

     A successor trustee need not examine the records and acts
of any prior trustee and may retain or dispose of existing Trust
assets, subject to Sections 7 and 8 hereof.  The successor
trustee shall not be responsible for, and the Company shall
indemnify and defend the successor trustee from, any claim or
liability resulting from any action or inaction of any prior
trustee or from any other past event, or any condition existing
at the time it becomes successor trustee.

     Section 12.  Amendment or Termination.
     --------------------------------------

     (a)  This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Company, provided
that no such amendment shall make the Trust revocable.

     (b)  The Trust shall not terminate until the date on which
the Participant and his beneficiaries are no longer entitled to
benefits pursuant to the terms hereof.  Upon termination of the
Trust, the Trustee shall return any assets remaining in the
Trust to the Company.

     (c)  Upon written approval of the Participant (or his
beneficiaries if they are then entitled to payment of benefits),
the Company may terminate this Trust prior to the time all
benefit payments under the Plan have been made.  All assets in
the Trust at termination shall be returned to the Company.

                             6<PAGE>
<PAGE>
     Section 13.  Miscellaneous.
     --------------------------

     (a)  Any provision of this Trust Agreement prohibited by
law shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.

     (b)  Benefits payable to Participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process, except pursuant
to the terms of the Plan.

     (c)  This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland,
to the extent not preempted by federal law.

     (d)  The Trustee agrees to be bound by the terms of the
Plan, as in effect from time to time.

     (e)  The Trustee shall act by vote or written consent of a
majority of its then duly-appointed members.


     IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Agreement to be executed, and its
corporate seal affixed, and the undersigned Trustees have
executed this Agreement, this 25th day of January, 1994.


ATTEST:                       HARBOR FEDERAL BANCORP, INC.


/s/ Deborah A. Epps          By: /s/ Robert A. Williams
-------------------------        ----------------------
                                 Its President

ATTEST:


/s/ Deborah A. Epps              /s/ Joseph J. Lacy
-------------------------        ---------------------------
                                 Joseph J. Lacy, Trustee

/s/ Deborah A. Epps              /s/ John N. Riehl, III
-------------------------        ---------------------------
                                 John N. Riehl, III, Trustee

/s/ Deborah A. Epps              /s/ Gideon N. Stieff, Jr.
-------------------------        ---------------------------
                                 Gideon N. Stieff, Jr., Trustee

                              7
<PAGE>
<PAGE>
             HARBOR FEDERAL BANCORP, INC. 
             MANAGEMENT RECOGNITION PLAN
                          
          ___________________________________

           1998 AMENDMENT TO TRUST AGREEMENT
          ___________________________________


     WHEREAS, Harbor Federal Bancorp, Inc. (the "Company")
maintains the Harbor Federal Bancorp, Inc. Management
Recognition Plan (the "Plan"); and 

     WHEREAS, the Company has previously entered into a trust 
agreement under the Plan ("Trust Agreement") with Messrs. Joseph
J. Lacy, John N. Riehl III, and Gideon N. Stieff, Jr. (acting by
majority, the "Trustee"); and 

     WHEREAS, the Company's Board of Directors and the Trustee
have determined that it is in their respective best interests
to amend the Trust Agreement in the manner set forth herein.

     NOW, THEREFORE, effective March 30, 1998, the Trust
Agreement shall be amended as follows,  pursuant  to Section
12  thereof:

     1. Section 2 of the Trust Agreement shall be amended by
adding subsection (d) immediately at the end thereof to
provide as follows:

          (d)  Upon a Change in Control within the meaning of
     the Plan, the Company shall, as soon as possible but in no
     event longer than ten business days after the Change in
     Control, make an irrevocable contribution to this Trust in
     an amount that is projected to provide the Trust with
     sufficient funds to pay each Beneficiary the benefits to
     which he or she is entitled pursuant to the Plan as in
     effect on the date of the Change in Control.

     2. Section 10 of the Trust Agreement shall be amended by
adding the following paragraph immediately at the end thereof:

          Notwithstanding the foregoing, if the Trustee resigns
     or is removed following a Change in Control, the
     Trustee that has resigned or is being removed shall appoint
     as its successor a third party financial institution that
     has trust powers, is independent of and unrelated to the
     entity that has acquired or otherwise obtained control of 
     the Company, and is agreed to in writing by 80% of the
     Trust Beneficiaries.
<PAGE>
<PAGE>
     3.  Nothing contained herein shall be held to alter, vary,
or affect any of the terms, provisions, or conditions of the
Trust Agreement other than stated above.

     WHEREFORE, the undersigned hereby execute this 1998
Amendment to the Trust Agreement on March 30, 1998. 



                             HARBOR FEDERAL BANCORP, INC.
Witnessed by:

/s/ Dana Miller              By: /s/ Robert A. Williams
-------------------------        --------------------------
                                 Its Chairman of the Board

ATTEST:


/s/ Barbara Therres              /s/ Joseph J. Lacy
-------------------------        ---------------------------
                                 Joseph J. Lacy

/s/ Barbara Therres              /s/ John N. Riehl III
-------------------------        ---------------------------
                                 John N. Riehl III

/s/ Barbara Therres              /s/ Gideon N. Stieff, Jr.
-------------------------        ---------------------------
                                 Gideon N. Stieff, Jr.