CHANGE-OF-CONTROL SEVERANCE AGREEMENT

THIS CHANGE-OF-CONTROL SEVERANCE AGREEMENT (the Agreement) made this 23rd day of October, 2002 (the Effective Date) by and between Baltimore County Savings Bank, F.S.B. (the Bank), and William M. Loughran (the Executive).

WHEREAS, the Executive has heretofore been employed by the Bank as an executive officer, and desires to continue to be so employed; and the Bank desires the continuation of such employment by the Executive; and

WHEREAS, the Bank deems it to be in its best interest to provide the Executive with security in the event of a Change of Control (as defined herein), and thereby to facilitate his retention and insure an orderly transition following a Change of Control: and

WHEREAS, the parties desire by the Agreement to set forth their understanding as to their respective rights and obligations in the event the Executives employment terminates or is changed under the circumstances set forth herein,

NOW, THEREFORE, it is AGREED as follows:

1. Definitions. For purposes of this Agreement, the following terms have the meaning set forth below:

(a) Change in Duties shall mean any one or more of the following:

(i) a significant adverse change in the status, title, position(s), responsibilities, or scope of the Executives authorities or duties from those applicable to him immediately prior to the date on which a Change of Control occurs;

(ii) assignment to the Executive of any duties or responsibilities which are inconsistent with the Executives status, title, or position(s) as in effect immediately prior to the date on which a Change of Control occurs;

(iii) a material reduction in the Executives total compensation from that provided to him immediately prior to the date on which a Change of Control occurs:

(iv) a diminution in the Executives eligibility to participate in bonus, incentive award, and other compensation plans which provide opportunities to receive compensation from the opportunities under any such plans in which the Executive was participating immediately prior to the date on which a Change of Control occurs;

(v) a change in the location of the Executives principal place of employment by the Bank or its subsidiaries and affiliates by more than 30 miles from the location where he was principally employed immediately prior to the date on which a Change of Control occurs; or

(vi) a reasonable determination by the Board of Directors of the Bank that, as a result of a Change of Control and change in circumstances thereafter significantly affecting the Executives position, the Executive is unable to exercise the authorities, powers, functions or duties attached to his position immediately prior to the date on which a Change of Control occurs.

(b) A Change of Control shall be deemed to have occurred if:

(i) the acquisition of ownership, holding or power to vote more than 25% of the Banks or the Companys voting stock;

(ii) the acquisition of the ability to control the election of a majority of the Banks or the Companys directors;

(iii) the acquisition 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); or

(iv) during any period of two consecutive years, individuals (the Continuing Directors) who at the beginning of such period constitute the Board of Directors of the Bank or the Company (the Existing Board) 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 the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

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