Exhibit
10.4


BRADFORD BANK

CHANGE IN CONTROL AGREEMENT


This Change  in
Control  Agreement
(the  “Agreement”) is entered into as of January 1, 2006 between Bradford Bank (the “Bank”) and Dallas R. Arthur (the “Executive”).


RECITALS


The Executive is currently a member of senior management of the Bank.


The Bank desires to provide the Executive with
financial protection in the event of certain events occurring within 12 months
of a Change in Control of the Bank, in order to provide an executive retention
device for the Bank.  The Agreement is
intended to comply with the requirements of Internal Revenue Code Section 409A.


AGREEMENT


The Bank and the Executive agree as follows:


If (a) the Bank experiences a Change in Control and
(b) within 12 months of that Change in Control a Specified Event occurs, then
the Bank will pay the Executive a lump sum cash payment, 30 days after the
Specified Event, equal to two times the Executive’s base salary in effect on
the day before the date of the Specified Event (less applicable withholding).
For example, if the Bank experiences a Change in Control on August 1, 2020, and
the Executive is involuntarily terminated without cause on April 1, 2021, on
May 1, 2021 the Bank would make a lump sum payment to the Executive equal to
two times the Executive’s base salary in effect on March 31, 2021.


The following terms used in this Agreement have the meanings set forth
below:


a.             “Change in Control” means a change in control within the
meaning of Internal Revenue Code Section 409A and Internal Revenue Service
guidance under Code Section  409A
(e.g., Q&A 12 of IRS Notice 20054).


b.                                      “Specified Event” means
any of the following:


i.                                          the Executive is
assigned to a work location outside the Baltimore metropolitan area;


ii.                                       the Executive is involuntarily terminated
without cause (with “cause” being defined for this purpose as material
misconduct in the course of the executive’s employment with the Bank); or


iii.                                    the Executive’s title, responsibilities or
authorities with the Bank are materially diminished.


This Agreement contains the entire understanding of
the Bank and the Executive with respect to the subject matter of this Agreement


Prior to the date of a Change in Control of the
Bank, the Bank shall have the right, in its sole and absolute discretion, to amend or terminate this Agreement, from
time to time, in any manner, and any amendment or termination of this Agreement
by the Bank shall, upon adoption by the Board of Directors 



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of the Bank, become and be binding on the Executive without any
requirement for consent by or other action by the Executive. The Bank shall
give written notice to the Executive of any amendment or termination of this
Agreement  by the Bank as promptly as
practical after the adoption of the amendment or termination. This Agreement (as previously amended)
shall become irrevocable upon a Change in Control of the Bank.


If any provision of the Agreement is held to be
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of the Agreement, but shall be fully severable, and the Agreement
shall be fully and enforced as if said illegal or invalid provision had never
been inserted in this Agreement. The laws of the State of Maryland shall
govern, control and determine all questions of law arising with respect to the
Agreement and the interpretation and validity of its respective provisions,
except where those laws are preempted by the laws of the United States.


IN
WITNESS WHEREOF, the
Bank and the Executive have caused this Agreement to be executed, effective as
specified above.


	
  ATTEST/WITNESS:

  	
   

  	
   

  	
   

  	
  BRADFORD BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kimberly A.
  Ruckle

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ John O. Mitchell, III

  
	
  Kimberly A.
  Ruckle

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  John O. Mitchell, III

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST/WITNESS:

  	
   

  	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kimberly A. Ruckle

  	
   

  	
   

  	
   

  	
  /s/ Dallas
  R. Arthur

  
	
  Kimberly A.
  Ruckle

  	
   

  	
   

  	
   

  	
  Dallas R. Arthur

  



 


 



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