EESA
§111(b)(4) Certification for First Fiscal Year





[Certification
provided by the Principal Executive Officer and the Principal
Financial Officer]





I, Mary
Beyer Halsey, and R. Lee Whitehead, certify, based on my knowledge,
that:




(i)           The
compensation committee of Cecil Bancorp, Inc., Inc. has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period
beginning on the later of September 14, 2009, or ninety days after the closing
date of the agreement between the TARP recipient and Treasury and ending with
the last day of the TARP recipient’s fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to Cecil Bancorp,
Inc.;




(ii)           The
compensation committee of Cecil Bancorp, Inc. has identified and limited during
the applicable period any features in the SEO compensation plans that could lead
SEOs to take unnecessary and excessive risks that could threaten the value of
Cecil Bancorp, Inc., and during that same applicable period has identified any
features of the employee compensation plans that pose risks to Cecil Bancorp,
Inc. and has limited those features to ensure that Cecil Bancorp, Inc. is not
unnecessarily exposed to risks;




(iii)           The
compensation committee has reviewed at least every six months during the
applicable period, the terms of each employee compensation plan and identified
the features in the plan that could encourage the manipulation of reported
earnings of Cecil Bancorp, Inc. to enhance the compensation of an employee and
has limited any such features;




(iv)           The
compensation committee of Cecil Bancorp, Inc. will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and
(iii) above;




(v)           The
compensation committee of Cecil Bancorp, Inc. will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in




(A)
            SEO
      compensation plans that could lead SEOs to take unnecessary and excessive
      risks that could threaten the value of Cecil Bancorp,
  Inc.;




(B)
            Employee
      compensation plans that unnecessarily expose Cecil Bancorp, Inc. to risks;
      and




(C)
            Employee
      compensation plans that could encourage the manipulation of reported
      earnings of Cecil Bancorp, Inc. to enhance the compensation of an
      employee;




(vi)           Cecil
Bancorp, Inc. has required that bonus payments, as defined in the regulations
and guidance established under section 111 of EESA (bonus payments), of the SEOs
and twenty next most highly compensated employees be subject to a recovery or
“clawback” provision during any part of the most recently completed fiscal year
that was a TARP period if the bonus payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria;




(vii)           Cecil
Bancorp, Inc. has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any
of the next five most highly compensated employees during the period beginning
on the later of the closing date of the














agreement
between the TARP recipient and Treasury or June 15, 2009 and ending with the
last day of the TARP recipient’s fiscal year containing that date;




(viii)           Cecil
Bancorp, Inc. has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that
date;




(ix)           The
board of directors of Cecil Bancorp, Inc. has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established
under section 111 of EESA, by the later of September 14, 2009, or ninety days
after the closing date of the agreement between the TARP recipient and Treasury;
this policy has been provided to Treasury and its primary regulatory agency;
Cecil Bancorp, Inc. and its employees have complied with this policy during the
applicable period; and any expenses that, pursuant to this policy, require
approval of the board of directors, a committee of the board of directors, an
SEO, or an executive officer with a similar level of responsibility, were
properly approved;




(x)           Cecil
Bancorp, Inc. will permit a non-binding shareholder resolution in compliance
with any applicable Federal securities rules and regulations on the disclosures
provided under the Federal securities laws related to SEO compensation paid or
accrued during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that
date;




(xi)           Cecil
Bancorp, Inc. will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that date of
any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for each employee subject
to the bonus payment limitations identified in paragraph (viii);




(xii)           Cecil
Bancorp, Inc. will disclose whether Cecil Bancorp, Inc., the board of directors
of Cecil Bancorp, Inc., or the compensation committee of Cecil Bancorp, Inc. has
engaged during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that date, a
compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this
period;




(xiii)           Cecil
Bancorp, Inc. has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the period beginning on
the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s
fiscal year containing that date;




(xiv)           Cecil
Bancorp, Inc. has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Cecil Bancorp,
Inc. and Treasury, including any amendments;




(xv)           Cecil
Bancorp, Inc. has submitted to Treasury a complete and accurate list of the SEOs
and the twenty most highly compensated employees for the current fiscal year and
the most recently completed fiscal year, with the non-SEOs ranked in descending
order of level of annual compensation,








2








and with
the name, title, and employer of each SEO and most highly compensated employee
identified; and




(xvi)           I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification maybe punished by fine, imprisonment, or
both. [See, for example, 18 U.S.C.
1001]





By:
              /s/
      Mary Beyer HalseyMary
      Beyer HalseyPrincipal
      Executive OfficerBy:
              /s/
      Robert Lee WhiteheadR.
      Lee WhiteheadPrincipal
      Financial Officer