AMENDED
BYLAWS





OF





CECIL
BANCORP, INC.








ARTICLE
I





Principal
Office





The
principal office of Cecil Bancorp, Inc. (herein the "Corporation") shall be at
127 North Street, Elkton, Maryland 21921-5547.





ARTICLE
II





Stockholders





SECTION
1. Place of
Meetings. All annual and special meetings of stockholders shall be held
at the home office of the Corporation or at such other place within or without
the State in which the home office of the Corporation is located as the board of
directors may determine and as designated in the notice of such
meeting.





SECTION
2. Annual
Meeting. A meeting of the stockholders of the Corporation for the
election of directors and for the transaction of any other business of the
Corporation shall be held annually at such date and time as the board of
directors may determine.





SECTION
3. Special
Meetings. Special meetings of the stockholders for any purpose or
purposes may be called at any time by the majority of the board of directors or
by a committee of the board of directors in accordance with the provisions of
the Corporation's Articles of Incorporation or a special meeting may be called
by the secretary of the Corporation upon the written request of the holders of
not less than 25% of all votes entitled to be cast at the meeting. Such written
request shall state the purpose or purposes of the meeting and the matters
proposed to be acted on at the meeting and shall be delivered at the home office
of the Corporation addressed to the chairman of the board, the president or the
secretary. The secretary shall inform the stockholders who make the request of
the reasonably estimated cost of preparing and mailing a notice of the meeting
and, upon payment of these costs to the Corporation, the secretary shall then
notify each stockholder entitled to notice of the meeting.





SECTION
4. Conduct of
Meetings. Annual and special meetings shall be conducted in accordance
with the rules and procedures established by the board of directors. The board
of directors shall designate, when present, either the chairman of the board or
president to preside at such meetings.





SECTION
5. Notice of
Meeting. Written notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting is called shall be mailed by
the secretary or the officer performing his duties, not less than ten days nor
more than ninety days before the meeting to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United Stales mail, addressed to the stockholder at his
address as it appears on the stock transfer books or records of the Corporation
as of the record date prescribed in Section 6 of this Article II, with postage
thereon prepaid. If a





stockholder
be present at a meeting, or in writing waive notice thereof before or after the
meeting, notice of the meeting to such stockholder shall be unnecessary. When
any stockholders' meeting, either annual or special, is adjourned for thirty
days, notice of the adjourned meeting shall be given as in the case of an
original meeting. It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than thirty days or of the business to
be transacted at an adjourned meeting, other than an announcement at the meeting
at which such adjournment is taken.





SECTION
6. Fixing of Record
Date. For the purpose of determining stockholders entitled to notice of
or vote at any meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the board of
directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than
ninety days, and in case of a meeting of stockholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of stockholders, is to be taken. When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment thereof.





SECTION
7. Voting
Lists. The officer or agent having charge of the stock transfer books for
shares of a Corporation shall make, at least ten days before each meeting of
stockholders, a complete record of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each. The record, for a period of ten
days before such meeting, shall be kept on file at the principal office of the
Corporation. The original stock transfer books shall be prima facie evidence as
to who the stockholders entitled to examine such record or transfer books or to
vote at any meeting of stockholders.





SECTION
8. Quorum.
One-third of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.





SECTION
9. Proxies. At
all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in fact. Proxies
solicited on behalf of the management shall be voted as directed by the
stockholder or, in the absence of such direction, as determined by a majority of
the board of directors. No proxy shall be valid after eleven months from the
date of its execution unless otherwise provided in the proxy.





SECTION
10. Voting. At
each election for directors every stockholder entitled to vote at such election
shall be entitled to one vote for each share of stock held by him. Unless
otherwise provided in the Articles of Incorporation, by statute, or by these
Bylaws, a majority of those votes cast by stockholders at a lawful meeting shall
be sufficient to pass on a transaction or matter.





SECTION
11. Voting of Shares
in the Name of Two or More Persons. When ownership of stock stands in the
name of two or more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders of the
Corporation any one or more of such stockholders may cast, in person or by
proxy, votes to which such ownership is


2


entitled.
In the event an attempt is made to cast conflicting votes, in person or proxy,
by the several persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.





SECTION
12. Voting of Shares
by Certain Holders. Shares standing in the name of another corporation
may be voted by any officer, agent or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the board of directors
of such corporation may determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but trustee shall
be entitled to vote shares held by him without a transfer of such shares into
his name. Shares standing the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.





A
stockholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee and thereafter the
pledgee shall be entitled to vote the shares so transferred.





Neither
treasury shares of its own stock held by the Corporation, nor shares held by
another corporation, if majority of the shares entitled to vote for the election
of directors of such other corporation are held by the Corporation, shall be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting.





SECTION
13. Inspectors of
Election. In advance of any meeting of stockholders, the board of
directors may appoint any persons, other than nominees for office, as inspectors
of election to act at such meeting or any adjournment thereof. The number of
inspectors shall be either one or three. If the board of directors so appoints
either one or three inspectors, that appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the chairman of the
board or the president may make such appointment at the meeting. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the chairman of the board or the
president.





Unless
otherwise prescribed by applicable law, the duties of such inspectors shall
include: determining the number of shares of stock and the voting power of each
share, the shares of stock represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies: receiving votes,
ballots or consents: hearing and determining all challenges and questions in any
way arising in connection with the right to vote: counting and tabulating all
votes or consents: determining the result: and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.


3


SECTION 14. Nominating Committee.
The board of directors shall act as a nominating committee for selecting the
management nominees for election as directors. Except in the case of a nominee
substituted as a result of the death or other incapacity of a management
nominee, the nominating committee shall deliver written nominations to the
secretary at least twenty days prior to the date of the annual meeting. Provided
such committee makes such nominations, no nominations for directors except those
made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by stockholders are made in writing and delivered to
the secretary of the Corporation in accordance with the provisions of the
Corporation's Articles of Incorporation.





SECTION 15. New Business. Any new
business to be taken up at the annual meeting shall be stated in writing and
filed with the secretary of the Corporation in accordance with the provisions of
the Corporation's Articles of Incorporation. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting of reports
of officers, directors and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless stated and filed
as provided in the Corporation's Articles of Incorporation.





ARTICLE
III





Board
of Directors





SECTION 1. General Powers. The
business and affairs of the Corporation shall be under the direction of its
board of directors. The board of directors shall annually elect a chairman of
the board and a president from among its members and shall designate, when
present, either the chairman of the board or the president to preside at its
meetings.





SECTION 2. Number, Term and
Election. The board of directors shall consist of such number of members
within the limits specified in the Corporation’s Articles of Incorporation as
determined from time to time by resolution of the entire board of directors
provided that no such action shall affect the tenure of office of any
director.  The board of directors shall be divided into three classes
as nearly equal in number as possible. The members of each class shall be
elected for a term of three years and until their successors are elected or
qualified. The board or directors shall be classified in accordance with the
provisions of the Corporation's Articles of Incorporation.





SECTION 3. Regular Meetings. A
regular meeting of the board of directors shall be held without other notice
than this Bylaw within two weeks after the annual meeting of stockholders. The
board of directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.





SECTION 4. Special Meetings.
Special meetings of the board of directors may be called by or at the request of
the chairman of the board, the president, or a majority of the directors. The
persons authorized to call special meetings of the board of directors may fix
any place as the place for holding any special meeting of the board of directors
called by such persons.





Members of the board of
directors may participate in special meetings by means of conference telephone
or similar communications equipment by which all persons participating in the
meeting can hear each other.  Such participation shall constitute
presence in person.





SECTION 5. Notice. Written
notice of any special meeting shall be given to each director at least two days
previous thereto delivered personally or by telegram or at least seven
days


4


previous
thereto delivered by mail at the address at which the director is most likely to
be reached. Such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram. Any director may waive
notice of any meeting by a writing filed with the secretary. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.





SECTION
6. Quorum. A
majority of the number of directors fixed by Section 2 of this Article III shall
constitute a quorum for the transaction of business at any meeting of the board
of directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time. Notice of
any adjourned meeting shall be given in the same manner as prescribed by Section
5 of this Article III.





SECTION
7. Manner of
Acting. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the board of directors, unless a
greater number is prescribed by these Bylaws, the Corporation's Articles of
Incorporation, or General Laws of the State of Maryland.





SECTION
8. Action Without a
Meeting. Any action required or permitted to be taken by the board of
directors at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
directors.





SECTION
9. Resignation.
Any director may resign at any time by sending a written notice of such
resignation to the home office of the Corporation addressed to the chairman of
the board or the president. Unless otherwise specified herein such resignation
shall take effect upon receipt thereof by the chairman of the board or the
resident.





SECTION
10. Vacancies.
Any vacancy occurring in the board of directors shall be filled in accordance
with the provisions of the Corporation's Articles of Incorporation. The term of
such director shall be in accordance with the provisions of the Corporation's
Articles of Incorporation.





SECTION
11. Removal of
Directors. Any director or the entire board of directors may be removed
only in accordance with the provisions of the Corporation's Articles of
Incorporation.





SECTION
12. Compensation.
Directors, as such, may receive a stated salary for their services. By
resolution of the board of directors, a reasonable fixed sum, and reasonable
expenses of attendance, if any, may be allowed for actual attendance at each
regular or special meeting of the board of directors. Members of either standing
or special committees may be allowed such compensation for actual attendance at
committee meetings as the board of directors may determine. Nothing herein shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.





SECTION
13. Presumption of
Assent. A director of the Corporation who is present at a meeting of the
board of directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent or abstention
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment


5


of the
meeting. Such right to dissent shall not apply to a director who votes in favor
of such action.





SECTION 14.
Advisory
Directors. The board of directors may by resolution appoint advisory
directors to the board, who may also serve as directors emeriti, and shall have
such authority and receive such compensation and reimbursement as the board of
directors shall provide.  Advisory directors or directors emeriti
shall not have the authority to participate by vote in the transaction of
business.





SECTION
15. Age
Limitation. No person shall be eligible for election, reelection,
appointment, or reappointment to the board of directors if such person will
attain eighty (80) years of age during the year in which such person's election,
reelection, appointment or reappointment to the board of directors would
otherwise occur. This limitation shall not serve to shorten the term of any
incumbent Director of the Corporation and shall not apply to a person serving as
an advisory director of the Corporation.





ARTICLE
IV





Committees
of the Board of Directors





The board
of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, as they may determine to be necessary or
appropriate for the conduct of the business of the Corporation, and may
prescribe the duties, constitution and procedures thereof. Each committee shall
consist of one or more directors or officers of the Corporation. The board may
designate one or more directors or officers as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.





The board
of directors shall have power, by the affirmative vote of a majority of the
authorized number of directors, at any time to change the members of, to fill
vacancies in, and to discharge any committee of the board. Any member of any
such committee may resign at any time by giving notice to the Corporation;
provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation. Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the board called for
that purpose.





ARTICLE
V





Officers





SECTION
1. Positions.
The officers of the Corporation shall be a chairman, a president, one or more
vice presidents, a secretary and a treasurer, each of whom shall be elected by
the board of directors. The chairman shall be the chief executive officer,
unless the board of directors designates another person as the chief executive
officer. The offices of the secretary and treasurer may be held by the same
person and a vice president may also be either the secretary or the treasurer.
The board of directors may designate one or more vice presidents as executive
vice presidents or senior vice president. The board of directors may also elect
or authorize the


6


appointment
of such other officers as the business of the Corporation may require. The
officers shall have such authority and perform such duties as the board of
directors may from time to time authorize or determine. In the absence of action
by the board of directors, the officers shall have such powers and duties as
generally pertain to their respective offices.





SECTION
2. Election and Term
of Office. The officers of the Corporation shall be elected annually by
the board of directors at the first meeting of the board of directors held after
each annual meeting of the stockholders. If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until his successor shall have been duly elected
and qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer, employee or agent shall not of itself create contract rights. The board
of directors may authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such contract shall impair
the right of the board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.





SECTION
3. Removal. Any
officer may be removed by vote of two-thirds of the board of directors whenever,
in its judgment, the best interests of the Corporation will be served thereby,
but such removal, other than for cause, shall be without prejudice to the
contract rights, if any, of the person so removed.





SECTION 4. Vacancies. A vacancy
in any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the board of directors for the unexpired portion of
the term.





SECTION
5. Remuneration. The
remuneration of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.





ARTICLE
VI





Contracts,
Loans, Checks and Deposits





SECTION
1. Contracts.
To the extent permitted by applicable law, and except as otherwise prescribed by
the Corporation's Articles of Incorporation or these Bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.





SECTION
2. Loans. No
indebtedness shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by the board of
directors. Such authority may be general or confined to specific
instances.





SECTION
3. Checks, Drafts,
Etc. All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Corporation shall
be signed by one or more officers, employees or agents of the Corporation in
such manner as shall from time to time be determined by resolution of the board
of directors.




SECTION
4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in any of its duly
authorized depositories
as the board of directors may select.


7





ARTICLE
VII





Certificates
for Shares and Their Transfer








SECTION
1. Certificates for
Shares. The shares of the Corporation shall be represented by
certificates signed by the chairman or vice chairman of the board of directors
or by the president or a vice president and by the treasurer or an assistant
treasurer or by the secretary or an assistant secretary of the Corporation, and
may be sealed with the seal of the Corporation or a facsimile thereof. Any or
all of the signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself of an employee of the Corporation. If any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before the certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.





SECTION
2. Form of Share
Certificates. All certificates representing shares issued by the
Corporation shall set forth upon the face or back that the Corporation will
furnish to any stockholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined, and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.





Each
certificate representing shares shall state upon the face thereof: that the
Corporation is organized under laws of the State of Maryland; the name of the
person to whom issued; the number and class of shares; the date of issue; the
designation of the series, if any, which such certificate represents; the par
value of each share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the form of the
certificates shall be determined by the board of directors.





SECTION 3. Payment for Shares.
No certificate shall be issued for any shares until the agreed upon
consideration for such shares is fully paid.





SECTION
4. Form of Payment for
Shares. The consideration for the issuance of shares shall be paid in
accordance with the provisions of the Corporation's Articles of
Incorporation.





SECTION
5. Transfer of
Shares. Transfer of shares of capital stock of the Corporation shall be
made only its stock transfer books. Authority for such transfer shall be given
only by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of such authority, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Corporation.
Such transfer shall be made only on surrender for cancellation of the
certificate for such shares. The person in whose name shares of capital stock
stand on the books the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.





SECTION
6. Stock
Ledger. The stock ledger of the Corporation shall be the only evidence as
to who are stockholders entitled to examine the stock ledger, the list required
by Section 7 of Article II of these Bylaws or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.


8





SECTION
7. Lost
Certificates. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. When authorizing such issue of a new certificate, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate, or
his legal representative, to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or
destroyed.





SECTION
8. Beneficial
Owners. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as otherwise provided by law.





ARTICLE
VIII





Fiscal
Year; Annual Audit





The
fiscal year of the Corporation shall end on the 31st day of December of each
year. The Corporation shall be subject to an annual audit as of the end of its
fiscal year by independent public accountants appointed by and responsible to
the board of directors.





ARTICLE
IX





Dividends





Subject
to the provisions of the Corporation's Articles of Incorporation and applicable
law, the board of directors may, at any regular or special meeting, declare
dividends on the Corporation's outstanding capital stock. Dividends may be paid
in cash, in property or in the Corporation's own stock.





ARTICLE
X





Corporate
Seal





The
corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.





9


ARTICLE
XI





Amendments





In
accordance with the Corporation's Articles of Incorporation, these Bylaws may be
repealed, altered, amended or rescinded by the stockholders of the Corporation
only by vote of not less than 80% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the stockholders
called for that purpose (provided that notice of such proposed repeal,
alteration, amendment or rescission is included in the notice of such meeting).
In addition, the board of directors may repeal, alter, amend or rescind these
Bylaws by vote of two-thirds of the board of directors at a legal meeting held
in accordance with the provisions of these Bylaws.