Exhibit 10.10


BRADFORD BANK

STOCK-BASED DEFERRAL PLAN


1.             Purpose.


The Bradford Bank Stock-Based Deferral Plan (the “Plan”) provides key
executives and members of the Board of Directors of Bradford Bank (the “Bank”)
with the opportunity to elect to defer compensation received from the Bank for
their services and, thereby, accumulate additional shares of the Bradford
Bancorp common stock.  The Plan is
intended to constitute a deferred compensation plan that satisfies the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).


2.             Definitions.


As
used in the Plan, the following terms have the meanings indicated:


Board means the Board of Directors of the Bank.


Change in Control is intended to have the same meaning as under
Section 409A of the Code and any regulations or guidance issued under such
provision.


Code means the Internal Revenue Code of 1986, as amended.


Committee means the [Compensation Committee]
of the Board.


Company means Bradford Bancorp.


Company Stock means the common stock of the Company.


 Deferred Stock
Account means a
bookkeeping account reflecting the investment of a Participant’s deferred fees
in Company Stock Units and any adjustments thereto.


Director means a member of the Board of Directors of the Bank, the Company, or
any affiliate.


Effective Date means _____________, 2007.


Compensation means, for participating employee, the cash compensations paid by the
Bank or the Company for the performance of services and, for a Director, the
retainer fees and/or meeting fees payable in connection with his or her service
on the Board or the board of directors of the Company for any Plan Year.


Participant means an employee or Director who has been
designated as a Plan participant pursuant to Section 3 of the Plan.


Plan Year means the calendar year.


Separation from Service is intended to have the same meaning as under
Code section 409A and any regulations or guidance issued under such provision.


Stock Unit means a hypothetical share of Company Stock. Each Stock Unit held in a
Deferred Stock Account shall be deemed to have the same value, from time to
time, as a share of Company Stock.













Trust means a trust created for the purposes specified in Section 10.


3.             Participation
in the Plan.


The Board shall designate the officers and Directors who shall be
eligible to participate in the Plan as of the Effective Date set forth in
Appendix A hereto.  Participation in the
Plan shall commence upon the submission of a timely deferral election form to the
Committee in the manner prescribed below.


4.             Fee
Deferrals.


(a)                                  A Participant may elect to defer the payment
of Compensation (in increments of 1% up to 100%) that would otherwise be
payable during the Plan Year by completing a deferral election. A deferral
election must specify the applicable percentage of Compensation that the
Participant wishes to defer. A deferral election shall pertain to all
Compensation payable in cash during a Plan Year.


(b)                                 A deferral
election must be in writing and be delivered to the Bank prior to the start of
the Plan Year to which it pertains; provided, however, that a Participant who
first become eligible to participate in the Plan on or after the Effective Date
shall have 30 days to submit a deferral election covering Compensation payable
over the balance of the Plan Year.  A
deferral election shall be irrevocable and may not be amended with respect to
the Plan Year to which it pertains. A deferral election may be made only for a
single Plan Year or may be made applicable to all future Plan Years until
revoked. Any revocation or amendment of a deferral election shall be effective
as of the first day of the next Plan Year after the revocation or amendment is
made.


(c)                                  All amounts
deferred under the Plan shall be held as Stock Units. With respect to all
amounts for which a deferral election is made, the Company shall transfer such
amounts to the Trust as soon as is reasonably practicable after the time when
the Compensation otherwise would have been payable in cash to the Participant
or at such other times as the Committee, in its sole discretion, shall
determine. Thereafter, the trustee of the Trust shall determine the number of
Stock Units to be credited to an individual Participant’s Deferred Stock
Account by reference to the total number of shares of Company Stock acquired by
the Trust with the proceeds of each transfer and the proportion that the
Compensation included in such transfer bears to the total of all Compensation
transferred to the Trust.


5.             Stock
Unit Accounting.


(a)                                  All Stock Units
credited to a Participant’s Deferred Stock Account shall be credited with
hypothetical cash dividends equal to the cash dividends that are declared and
paid on Company Stock. On each record date, the Bank shall determine the amount
of cash dividends to be paid per share of Company Stock. On the payment date of
such dividend, the Bank shall credit an equal amount of hypothetical cash
dividends to each Stock Unit. The hypothetical cash dividends shall be
converted into Stock Units by reference to the reinvestment of such dividends
by the trustee of the Trust as set forth in Section 7.


(b)                                 Stock Units may not be sold, assigned,
transferred, disposed of, pledged, hypothecated or otherwise encumbered.



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6.             Distribution
of Accounts.


(a)                                  A Participant may elect the timing of
distributions from the Participant’s Deferred Stock Account. Distributions from
a Participant’s Deferred Stock Account shall commence at one of the following
specified events elected by the Participant:


(i)                                     the Participant’s Separation from Service for
any reason (including death); or


(ii)                                  a specified number of years between one year
and five years after the Participant’s Separation from Service.


In addition, a Participant may make a separate election for
distributions to commence at a Change in Control.


(b)                                 If a Participant
does not make an election under subsection (a)(ii), distribution of the
Participant’s Deferred Stock Account shall commence at Separation from Service.
Prior to Separation from Service, a Participant who has previously elected
commencement at Separation from Service (or made no previous election) may make
one subsequent election. The subsequent election must be submitted at least
twelve months prior to Separation from Service and shall take effect twelve
months after the date on which it is submitted. The subsequent distribution
election must elect the specified time under subsection (a)(ii) as five years
after Separation from Service. The Committee may establish additional
procedures, conditions, and limitations relating to the submission of a subsequent
election.


(c)                                  A Participant’s Accounts shall be distributed
in a single lump sum payment, unless the Participant elects to receive a
distribution in equal annual installments over at least two and not more than
10 years.


(d)                                 Payment of Stock Units shall be made in whole
shares of Company Stock equal to the number of whole Stock Units.  Fractional shares shall be disregarded for
distribution purposes.


7.             Trust.


(a)                                  As soon as practicable after the Effective
Date, the Bank shall establish a trust for the purposes set forth in this
Plan.  The Bank from time to time
transfer to the Trust cash in an amount equal to Participant’s deferred
Compensation for the purpose of acquiring shares of Company Stock.  In no event shall the Bank issue or
contribute shares of Company Stock directly to the Trust.


(b)                                 The Trust and its assets shall remain subject
to the claims of the Bank’s creditors. All benefit obligations under this Plan
shall be paid from the general assets of the Bank, which shall include the
assets of the Trust in the event of the Bank’s insolvency.  Any interest that the Participant may be
deemed to have under this Plan may not be sold, hypothecated or transferred
(including, without limitation, transfer by gift), except by will or the laws
of descent and distribution. Shares issued to the Trust shall be issued in the
name of the trustee. The trustee shall invest all cash dividends on Company
Stock in additional shares of Company Stock. Unless otherwise determined by the
Committee, a Participant shall have the right to direct the trustee as to the
voting of the number of 



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shares of Company Stock
equal to the aggregate number of Stock Units in the Participant’s Deferred
Stock Account.


(c)
                               The
Bank shall bear all expenses associated with the acquisition of Company Stock
by the Trust and the maintenance of the Trust


8.             No
Acceleration of Benefits.


Notwithstanding
any other provision in this Plan to the contrary, the time or schedule for any
payment of a Participant’s Deferred Stock Account under this Plan shall not be
accelerated under any circumstances.


9.             Effect
of Stock Dividends and Other Changes to Company Stock.


In
the event of a stock dividend, stock split or combination of shares,
recapitalization or merger in which the Company is the surviving corporation or
other change in the Company’s capital stock, the number and kind of shares of
Company Stock to be subject to the Plan and the maximum number of shares which
are authorized for distribution under the Plan shall be appropriately adjusted
by the Board, whose determination shall be binding on all persons.


10.          Interpretation
and Administration of the Plan.


The
Committee shall administer, construe and interpret the Plan. Any decision of
the Committee with respect to the Plan shall be final, conclusive and binding
upon all Participants. The Committee may act by a majority of its members. The
Committee may authorize any member of the Committee or any officer of the
Company to execute and deliver documents on behalf of the Committee. The
Committee may consult with counsel, who may be counsel to the Bank, and shall
not incur any liability for action taken in good faith in reliance upon the
advice of counsel. The Committee may designate an officer of the Bank to be
authorized to take or cause to be taken such actions of a ministerial nature as
necessary to effectuate the intent and purposes of the Plan, including issuing
Company Stock for the Plan, maintaining records of the Plan, and arranging for
distributions in accordance with this Plan document. The Committee shall
interpret this Plan for all purposes in accordance with Code Section 409A and
the regulations thereunder and any provision of the Plan shall be deemed
modified to the extent necessary to comply with Code Section 409A and the
regulations thereunder.


11.          Term of
the Plan.


The
Plan shall become effective as of the Effective Date and continue in effect
unless terminated by action of the Board. 
Any termination of the Plan by the Board shall not alter or impair any
of the rights or obligations for any benefit previously deferred under the
Plan.


12.          Amendment
of the Plan.


The
Board may suspend or terminate the Plan or revise or amend the Plan in any
respect; provided, any amendment or termination of the Plan shall not adversely
affect a Participant with respect to any benefit previously deferred under the
Plan.


13.          Rights
Under the Plan.


The
Plan shall not constitute or be evidence of any agreement or understanding,
express or implied, that the Bank will retain any Participant as an employee or
director for any period of time.



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14.          Beneficiary.


A
Participant may designate in a writing delivered to the Committee, one or more
beneficiaries (which may include a trust) to receive any distributions under
the Plan after the Participant’s death. If a Participant fails to designate a
beneficiary, or no designated beneficiary survives the Participant, any
payments to be made under the Plan after death shall be made to the personal
representative of the Participant’s estate.


15.          Notice.


All
notices and other communications required or permitted to be given under this
Plan shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed first class, postage prepaid, as follows: (a) if
to the Bank - at its principal business address to the attention of the
Chairman of the Committee; (b) if to any Participant - at the home address of
the Participant as reflected in the records of the Bank at the time of sending
the notice or other communication.


16.          Construction.


The
Plan shall be construed and enforced according to the laws of the State of
____________, unless federal law applies. 
All transactions under this Plan shall also be subject to compliance
with applicable securities laws. 
Headings and captions are for convenience only and have no substantive
meaning. Reference to one gender includes the other, and references to the
singular and plural include each other.


17.          Special
Transition Rule.


A
Participant in the Company’s cash-based deferred compensation plan(s) may
elect, not later than 30 days after the Effective Date, to effect a one-time
transfer of amounts accrued on their behalf under such plan to this Plan.  All transferred amounts shall thereafter be
treated in the same manner as any other Compensation deferred under this Plan
and shall, for all purposes, be subject to the provisions of this Plan.



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