BCSB Bancorp DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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x Definitive Proxy Statement

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¨ Soliciting Material Pursuant to § 240.14a-12

BCSB Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[BCSB BANCORP, INC. LETTERHEAD]

January 8, 2010

Dear Shareholder:

We invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of BCSB Bancorp, Inc. (the “Company”) to be held at Baltimore County Savings Bank, F.S.B.’s Perry Hall Office located at 4208 Ebenezer Road, Baltimore, Maryland on Wednesday, February 10, 2010, at 4:30 p.m., local time.

The attached Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting. During the meeting, we will also report on the operations of Baltimore County Savings Bank, F.S.B. (the “Bank”), the Company’s wholly owned subsidiary. Directors and officers of the Company and the Bank will be present to respond to any questions the shareholders may have.

ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. Your vote is important, regardless of the number of shares you own. This will not prevent you from voting in person but will assure that your vote is counted if you are unable to attend the meeting.

On behalf of the Board of Directors and all the employees of the Company and the Bank, I wish to thank you for your continued support.

Sincerely,

/s/    Joseph J. Bouffard

Joseph J. Bouffard

President and Chief Executive Officer

BCSB BANCORP, INC.

4111 E. Joppa Road

Baltimore, Maryland 21236

(410) 256-5000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE	4:30 p.m. on Wednesday, February 10, 2010
PLACE	Baltimore County Savings Bank’s Perry Hall Office 4208 Ebenezer Road Baltimore, Maryland 21236
ITEMS OF BUSINESS	(1)    The election of three directors to serve for a term of three years; (2)    The ratification of the appointment of Stegman & Company as the independent registered public accounting firm for the fiscal year ending September 30, 2010; (3)    A non-binding resolution to approve the compensation of the named executive officers; and (4)    Such other business as may properly come before the meeting. The Board of Directors is not aware of any other business to come before the meeting.
RECORD DATE	In order to vote, you must have been a shareholder at the close of business on December 18, 2009.
PROXY VOTING	It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy or voting instruction card and included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement. A copy of the following proxy statement and the enclosed proxy card are also available for printing on the Internet at http://www.baltcosavings.com/AnnualMeeting.asp.
	BY ORDER OF THE BOARD OF DIRECTORS /s/    David M. Meadows David M. Meadows Corporate Secretary

Baltimore, Maryland

January 8, 2010

BCSB BANCORP, INC.

PROXY STATEMENT

GENERAL INFORMATION

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of BCSB Bancorp, Inc. (“BCSB Bancorp” or the “Company”) for the 2010 annual meeting of shareholders and for any adjournment or postponement of the annual meeting. BCSB Bancorp is the holding company for Baltimore County Savings Bank, F.S.B. (the “Bank”).

We are holding the 2010 annual meeting at the Bank’s Perry Hall office located at 4208 Ebenezer Road, Baltimore, Maryland on February 10, 2010, at 4:30 p.m., local time.

We intend to mail this proxy statement and the enclosed proxy card to shareholders of record beginning on or about January 8, 2010.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 10, 2010.

The proxy statement, proxy card and annual report to stockholders are available on the Internet at http://www.baltcosavings.com/AnnualMeeting.asp.

INFORMATION ABOUT VOTING

Who Can Vote at the Meeting

You are entitled to vote your shares of BCSB Bancorp common stock that you owned as of December 18, 2009. As of the close of business on December 18, 2009, a total of 3,120,945 shares of BCSB Bancorp common stock were outstanding.

The Company’s Articles of Incorporation provide that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to any vote with respect to the shares held in excess of the 10% limit. With respect to shares held by a broker, bank or nominee, the Company generally will look beyond the holder of the shares to the person or entity for whom the shares are held when applying the voting limitation. However, where the ultimate owner of the shares has granted voting authority to the broker, bank or nominee that holds the shares, the Company will apply the 10% voting limitation to the broker, bank or nominee.

Ownership of Shares; Attending the Meeting

You may own shares of BCSB Bancorp in one or more of the following ways:

• Directly in your name as the shareholder of record;

• Indirectly through a broker, bank or other holder of record in “street name;” or

• Indirectly in the Baltimore County Savings Bank Employee Stock Ownership Plan (the “ESOP”); or

• Indirectly in the Baltimore County Savings Bank Employee Savings Plan (the “401(k) Plan”).

If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.

If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction card that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Please see the instruction card provided by your broker, bank or other holder of record that accompanies this proxy statement. If you hold your shares in street name, you will need proof of ownership to be admitted to the annual meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of BCSB Bancorp common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other holder of record of your shares.

If you are a participant in the ESOP or the 401(k) Plan, see“Participants in Baltimore County Savings Bank’s ESOP and 401(k) Plan” below for information on how to vote your shares.

Quorum and Vote Required

Quorum. We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.

Votes Required for Proposals. At this year’s annual meeting, shareholders will elect three directors to serve for a term of three years. In voting on the election of directors, you may vote in favor of the nominees, withhold votes as to all nominees, or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the greatest number of votes will be elected.

In voting on the ratification of the appointment of Stegman & Company as the Company’s independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To ratify the selection of Stegman & Company as our independent registered public accounting firm for fiscal 2010, the affirmative vote of a majority of the votes cast at the annual meeting is required.

In voting on the non-binding resolution to approve the compensation of the named executive officers, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To approve the non-binding resolution, the affirmative vote of a majority of the votes cast at the annual meeting is required.

Routine and Non-Routine Proposals.The rules of the New York Stock Exchange determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker, bank or other entity holding shares for an owner in street name may vote for the proposal without receiving voting instructions from the owner. If a proposal is non-routine, the broker, bank or other entity may vote on the proposal only if the owner has provided voting instructions. A broker non-vote occurs when a broker, bank or other entity holding shares for an owner in street name is

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unable to vote on a particular proposal because the proposal is non-routine and has not received voting instructions from the beneficial owner. The ratification of the appointment of our independent registered public accountants is currently considered a routine matter under the rules of the New York Stock Exchange as revised on July 1, 2009. The election of directors and the non-binding resolution to approve the compensation of the named executive officers are currently considered non-routine matters under the rules of the New York Stock Exchange as revised on July 1, 2009.

How We Count Votes. If you return valid proxy instructions or attend the meeting in person, we will count your shares for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes, if any, also will be counted for purposes of determining the existence of a quorum.

In the election of directors, votes that are withheld will have no effect on the outcome of the election. In counting votes on the proposal to ratify the selection of the independent registered public accountants and the non-binding resolution to approve the compensation of the named executive officers, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the voting on the proposals.

Voting by Proxy

The Board of Directors of BCSB Bancorp is sending you this proxy statement for the purpose of requesting that you allow your shares of BCSB Bancorp common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of BCSB Bancorp common stock represented at the annual meeting by properly executed and dated proxy cards will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.

The Board of Directors recommends a vote:

• “FOR” each of the three nominees for director;

• “FOR” the ratification of the appointment of Stegman & Company as the Company’s independent registered public accounting firm; and

• “FOR” the approval of the compensation of the named executive officers.

If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their own best judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the annual meeting in order to solicit additional proxies. If the annual meeting is postponed or adjourned, your BCSB Bancorp common stock may be voted by the persons named in the proxy card on the new annual meeting date as well, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the annual meeting. To revoke your proxy you must either advise the Secretary of the Company in writing before your common stock has been voted at the annual meeting, deliver a later-dated proxy, or attend the meeting and vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.

Participants in Baltimore County Savings Bank’s ESOP and 401(k) Plan

If you participate in the ESOP or if you hold shares through the 401(k) Plan, you will receive voting instruction cards for each plan in which you participate that reflects all shares you may vote under

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each plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of Company common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k) Plan, a participant is entitled to direct the trustee as to the shares in the BCSB Bancorp, Inc. Stock Fund credited to his or her account. The trustee will vote all shares for which no directions are given or for which instructions were not timely received in the same proportion as shares for which the trustee received voting instructions.The deadline for submitting your voting instructions is 11:59 p.m., Eastern time, on Monday, February 8, 2010.

CORPORATE GOVERNANCE

Director Independence

The Company’s Board of Directors consists of eight members, all of whom are independent under the current listing requirements of the Nasdaq Stock Market, except for Joseph J. Bouffard, who is not independent because he serves as the President and Chief Executive Officer of BCSB Bancorp and Baltimore County Savings Bank, and William M. Loughran, who is not independent because he served as an executive officer of BCSB Bancorp and Baltimore County Savings Bank within the past three years. In concluding that Director Michael J. Klein is an independent director, the Board considered the fact that Mr. Klein is a member holding a 20% ownership interest in Colgate Investments, LLC, a limited liability company that owns real property that Baltimore County Savings Bank leases for a branch office site. Baltimore County Savings Bank paid $67,000 in rent to Colgate Investments, LLC during the year ended September 30, 2009. The remaining 80% of Colgate Investments, LLC is owned by Mr. Klein’s immediate family members. In determining the independence of its directors, the Board considered transactions, relationships and arrangements between BCSB Bancorp, Baltimore County Savings Bank and their directors that were not required to be disclosed in this proxy statement under the heading“Other Information Relating to Directors and Executive Officers—Transactions with Related Persons,”including loans made by the Bank to its executive officers and directors.

Committees of the Board of Directors

The following table identifies our standing committees and their members as of September 30, 2009. All members of each committee are independent in accordance with the listing standards of the Nasdaq Stock Market. Each of the committees acts under a written charter adopted by the Board of Directors.

Director	Audit Committee		Compensation Committee		Nominating Committee
Joseph J. Bouffard
H. Adrian Cox					X
Henry V. Kahl	X		X		X
William J. Kappauf, Jr.	X	*	X		X	*
Michael J. Klein			X	*	X
William M. Loughran
John J. Panzer, Jr.					X
Ernest A. Moretti	X		X		X
Number of Meetings in 2009	4		7		1

* Denotes Chairman

Audit/Compliance Committee.The Board of Directors has a separately designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee examines and approves the audit report prepared

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by our independent registered public accounting firm, reviews and recommends the independent registered public accounting firm to be engaged and reviews accounting, auditing, internal control structure and financial reporting matters. The Board of Directors has determined that one member of the Audit Committee, William J. Kappauf, Jr., qualifies as an “audit committee financial expert” as defined in Section 401(h) of Regulation S-K promulgated by the Securities Exchange Commission. Director Kappauf is “independent,” as such term is defined in Item 7(d)(3)(iv)(A) of Schedule 14A under the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which was filed as Appendix A to the proxy statement for the Company’s 2009 annual meeting of shareholders.

Compensation Committee.The Compensation Committee approves the compensation objectives for the Company and the Bank and establishes the compensation for the President and Chief Executive Officer and other executives, including base salary, annual incentive, long-term incentives, benefits and other perquisites. In addition to reviewing competitive market values, the Compensation Committee also examines the total compensation mix, pay-for-performance relationship, and how all elements, in the aggregate, comprise the executives’ total compensation package. The Compensation Committee reports its evaluations and findings to the full Board of Directors and all compensation decisions are ratified by the full Board of Directors. The Company’s Chief Executive Officer makes recommendations regarding the compensation of the executive officers of the Company and the Bank but does not participate in deliberations regarding his own compensation. For the year ended September 30, 2009, the Compensation Committee retained Grant Thornton LLP to assist it in evaluating its existing practices, strategies and levels for director and officer compensation and to recommend enhancements in such areas. The Compensation Committee has also utilized a survey prepared by a trade group to evaluate compensation practices in the past. The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which was filed as Appendix B to the proxy statement for the Company’s 2009 annual meeting of shareholders.

Nominating Committee.Our Nominating Committee nominates directors to be voted on at the annual meeting and recommends nominees to fill any vacancies on the Board of Directors. The members of the Nominating Committee are “independent directors” as defined in Nasdaq Stock Market listing standards. The Board of Directors has adopted a written charter for the Nominating Committee, a copy of which was filed as Appendix C to the proxy statement for the Company’s 2009 annual meeting of shareholders.

Nominating Committee Procedures

Minimum Qualifications.The Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet any qualification requirements set forth in any Board or committee governing documents.

The Nominating Committee will consider the following criteria in selecting nominees: personal and professional integrity; knowledge of the banking business and involvement in the community; business and civic affairs; whether a nominee would provide for adequate representation of the Bank’s market area; independence; and any other factors the Nominating Committee deems relevant, including age, diversity, size of the Board of Directors and regulatory disclosure obligations.

In addition, prior to nominating an existing director for re-election to the Board of Directors, the Nominating Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process.The process that the Nominating Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

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Identification.For purposes of identifying nominees for the Board of Directors, the Nominating Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as their knowledge of members of the communities served by the Bank. The Nominating Committee has not previously used an independent search firm to identify nominees.

Evaluation.In evaluating potential nominees, the Nominating Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth above. In addition, the Nominating Committee will conduct a check of the individual’s background and interview the candidate.

Consideration of Recommendations by Stockholders.It is the policy of the Nominating Committee of the Board of Directors of the Company to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. The Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating Committee does not perceive a need to increase the size of the Board of Directors. In order to avoid the unnecessary use of the Nominating Committee’s resources, the Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Shareholders.To submit a recommendation of a director candidate to the Nominating Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating Committee, care of the Corporate Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

3. The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

4. As to the shareholder making the recommendation, the name and address, as they appear on the Company’s books, of such shareholder; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5. A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the Company’s annual meeting of shareholders, the recommendation must be received by the Nominating Committee at least 120 calendar days prior to the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

Board and Committee Meetings

The Company and Baltimore County Savings Bank conduct business through meetings and activities of their Boards of Directors and their committees. During the fiscal year ended September 30, 2009, the Board of Directors of the Company held regular meetings and special meetings. No director

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attended fewer than 75% of the total meetings of the Boards of Directors and Committees on which he served.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that is designed to ensure that the Company’s directors, executive officers and employees meet the highest standards of ethical conduct. The Code of Ethics and Business Conduct requires that the Company’s directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Code of Ethics and Business Conduct, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics and Business Conduct.

As a mechanism to encourage compliance with the Code of Ethics and Business Conduct, the Company has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters. These procedures ensure that individuals may submit concerns regarding questionable accounting or auditing matters in a confidential and anonymous manner. The Code of Ethics and Business Conduct also prohibits the Company from retaliating against any director, executive officer or employee who reports actual or apparent violations of the Code of Ethics and Business Conduct.

AUDIT RELATED MATTERS

Report of the Audit Committee

The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm (the “independent accountants”) are responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management, the internal auditors and the independent accountants. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AV Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent accountants the independent registered public accounting firm’s independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm were compatible with its independence.

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The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public registered public accounting firm, with and without management and the internal accountants present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent accountants who, in their report, express an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent accountants do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that the Company’s independent registered public accounting firm is in fact “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009 for filing with the Securities and Exchange Commission. The Audit Committee has approved, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm.

Audit Committee the Board of Directors of BCSB Bancorp, Inc.

William J. Kappauf, Jr., Chairman

Henry V. Kahl

Ernest A. Moretti

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Audit Fees.The following table sets forth the fees billed to the Company for the fiscal years ended September 30, 2009 and 2008 by Stegman & Company:

	2009		2008
Audit fees(1)	$	98,777	$	109,442
Audit-related fees(2)		—		—
Tax fees(3)		11,650		12,650
All other fees		—		—

(1) Audit fees consist of fees for professional services rendered for the audit of BCSB Bankcorp’s and the Company’s consolidated financial statements and review of financial statements included in the Company’s and BCSB Bankcorp’s quarterly reports on Form 10-Q and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements. In fiscal 2008, these fees included costs associated with reviews and services related to registration services.

(2) Audit-related fess are for assurance and related services by the principal accountant that are related to the performance of audits or reviews of BCSB Bankcorp’s and the Company’s financial statements and are not reported in the preceding Audit Fees category. The fees shown above were for due diligence services for potential acquisitions, technical accounting and reporting, consulting and research and employee benefit plan audits.

(3) Tax services fees consist of fees for compliance tax services, including tax planning and advice and preparation of tax returns.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountants.The Audit Committee is responsible for appointing and reviewing the work of the independent registered public accounting firm and setting the independent registered public accounting firm’s compensation. In accordance with its charter, the Audit/Compliance Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the independent registered public accounting firm does not provide any non-audit services to the Company that are prohibited by law or regulation. During the year ended September 30, 2009, all services were approved in advance by the Audit Committee in compliance with these procedures.

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STOCK OWNERSHIP

The following table provides information as of December 18, 2009 about the persons known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock, by each of the Company’s directors, by the non-director executive officers of the Company named in the Summary Compensation Table set forth under the caption“Executive Compensation,” and by all directors and executive officers of the Company as a group. All directors and executive officers of the Company have the Company’s address.

	Shares of Common Stock Beneficially Owned at December 18, 2009 (1)		Percent of Class (2)
Persons Owning Greater than 5%:
BCSB Bancorp, Inc.
Employee Stock Ownership Plan, et. al. 4111 E. Joppa Road, Suite 300 Baltimore, Maryland 21239	286,974	(3)	9.95	%
Financial Edge Fund, L.P.	311,724	(4)	9.99
Financial Edge-Strategic Fund, L.P.
PL Capital, LLC
PL Capital Advisors, LLC
Goodbody/PL Capital, L.P.
Goodbody/PL Capital, LLC
John W. Palmer
Richard J. Lashley 20 East Jefferson Avenue, Suite 22 Naperville, Illinois 60540
FSI Group, LLC Steven N. Stein John M. Stein 1300 Carew Tower 441 Vine Street Cincinnati, Ohio 45202	173,498	(5)	5.6
Castine Capital Management, LLC Paul Magidson One International Place, Suite 2401 Boston, Massachusetts 02110	162,035	(6)	5.19
Directors:
Joseph J. Bouffard	39,043		*
H. Adrian Cox	9,098		*
Henry V. Kahl	8,333		*
William M. Loughran	21,003		*
John J. Panzer, Jr.	17,774		*
Michael J. Klein	30,341		*
William J. Kappauf, Jr.	4,753		*
Ernest A. Moretti	4,520		*
Named Executive Officers:
Anthony R. Cole	14,246		*
David M. Meadows	9,505		*
All directors and executive officers of the Company as a group (12 persons)	175,402		5.6

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* Less than 1% of outstanding common stock

(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of the Company’s common stock if he or she has or shares voting or investment power with respect to such common stock. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct, and the named individuals and group exercise sole voting and investment power over the shares of the Common Stock. The listed amounts include 3,158, 3,158, 3,158, 3,158, 3,158, 3,158, 526, 11,579, 2,541, 3,815, 1,579, 3,421 and 42,409, shares that Directors Cox, Kahl, Loughran, Panzer, Klein, Kappauf, Moretti, Bouffard, Named Executive Officers Cole and Meadows, other executive officers Bonnie M. Klein and Daniel R. Wernecke and all directors and executive officers of the Company as a group, respectively, have the right to acquire upon the exercise of options exercisable within 60 days of December 18, 2009. The listed amounts shown exclude shares held for the benefit of directors under the deferred compensation plan trust. The shares held in the deferred compensation plan trust are held for the benefit of directors in the following amounts: Mr. Cox, 7,597 shares; Mr. Kahl, 6,955 shares; Mr. Loughran, 4,715 shares; Mr. Panzer, 20,167 shares; Mr. Klein, 2,949 shares; Mr. Kappauf, 340 shares; and Mr. Moretti, 0 shares. Such directors bear the economic risk associated with such shares. The listed amounts do not include shares with respect to which Directors Henry V. Kahl, H. Adrian Cox and William J. Kappauf, Jr. have voting power by virtue of their positions as trustees of the trusts holding 185,681 shares under the Company’s Employee Stock Ownership Plan (the “ESOP”) and 55,905 shares under the Baltimore County Savings Bank, F.S.B. Deferred Compensation Plan, nor 20,918 shares as to which such individuals, along with Director Michael J. Klein, share dispositive power by virtue of their positions as directors of Baltimore County Savings Bank Foundation, Inc. (the “Foundation”), nor 6,927 shares with respect to which Directors Kahl, Cox, Panzer have voting power by virtue of their positions as trustees of the management recognition plan trust. ESOP shares are held in a suspense account for future allocation among participants as the loan used to purchase the shares is repaid. Shares held by the ESOP trust and allocated to the accounts of participants are voted in accordance with the participants’ instructions, and unallocated shares are voted in the same ratio as ESOP participants direct the voting of allocated shares or, in the absence of such direction, in the ESOP trustees’ best judgment. As of December 18, 2009, 71,630 shares had been allocated. Shares held by the deferred compensation plan trust are voted in the same proportion as the ESOP trustees vote the shares held in the ESOP trust. The shares held by the management recognition plan trust are voted in the same proportion as the shares held by the ESOP trust. Shares held by the Foundation are voted in the same ratio as all other shares of common stock are voted.

(2) Based on a total of 3,120,945 shares of common stock outstanding as of December 18, 2009.

(3) Includes 185,681 shares owned by the ESOP, 55,905 shares owned by the deferred compensation plan, 17,543, shares owned by the Bank’s 401(k) Plan, 6,927 shares owned by the management recognition plan trust and 20,918 shares owned by the Foundation. Henry V. Kahl, H. Adrian Cox and William J. Kappauf, Jr., who serve as directors of the Company, serve as trustees of the ESOP and the deferred compensation plan. Such individuals share voting power over shares held by the ESOP and the deferred compensation plan and share dispositive power over shares held by the deferred compensation plan trust. Such individuals and Company Director Michael J. Klein serve as four of the Foundation’s nine directors and share dispositive power over shares held by the Foundation. Henry V. Kahl, H. Adrian Cox and John J. Panzer, Jr. who serve as directors of the Company, serve as trustees of the management recognition plan trust. The trustees of the management recognition plan trust share voting and dispositive power over the shares held by the management recognition plan trust. The Bank is the trustee of the 401(k) Plan assets invested in Company common stock, and in their capacities as directors of the Bank, Messrs. Kahl, Cox and Kappauf share voting and dispositive power over shares held by the 401(k) Plan. In their individual capacity, such individuals disclaim beneficial ownership of shares held by the ESOP, the deferred compensation plan, the management recognition trust, the 401(k) Plan and the Foundation.

(4) The information set forth in this footnote is based solely on a review of the Schedule 13D, as amended, filed with the SEC on April 3, 2009, which indicates beneficial ownership of: 164,771 and 67,491 shares by Financial Edge Fund, L.P. and Financial Edge-Strategic Fund, L.P., respectively, whose general partner is PL Capital, LLC of which Messrs. Palmer and Lashley are the managing members and share voting and dispositive power with Financial Edge Fund and Financial Edge-Strategic Fund over such shares: 79,410 shares held by Goodbody/PL Capital, L.P. whose general partner is Goodbody/PL Capital, LLC of which Messrs. Palmer and Lashley are the managing members and share voting and dispositive power with Goodbody/PL Capital, LLC over such shares; and 52 shares beneficially owned by Mr. Lashley in his individual capacity, over which he has sole voting and dispositive power. Mr. Palmer and Mr. Lashley are also the managing members of PL Capital Advisors, LLC, the investment advisor to Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P. and Goodbody/PL Capital, L.P.

(5) The information set forth in this footnote is based solely on a review of the Schedule 13G, as amended, filed with the SEC on September 11, 2009, which indicates beneficial ownership of 173,498 shares by FSI Group, LLC which is controlled by John M. Stein and Steven N. Stein. FSI Group, LLC is also (i) the general partner of Financial Stocks Limited Partnership, which is the record owner of 135,000 shares of Company common stock, and (ii) the investment manager of a separately managed institutional account which is the record holder of 38,498 shares of Company common stock and over which FSI Group, LLC has trading discretion.

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(6) The information set forth in this footnote is based solely on a review of the Schedule 13G filed with the SEC on December 7, 2009, which indicates beneficial ownership of 162,035 shares by Castine Capital Management, LLC of which Paul Magidson is the managing member. Mr. Magidson shares voting and dispositive power with Castine Capital Management, LLC over the 162,035 shares.

ITEMS TO BE VOTED UPON BY SHAREHOLDERS

Item 1 — Election of Directors

The Company’s Board of Directors currently consists of eight members. The Board is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. The Board of Directors’ nominees for election this year, to serve for a three-year term or until their respective successors have been elected and qualified, are H. Adrian Cox, William M. Loughran and John J. Panzer, Jr. Each of the nominees is currently a director of BCSB Bancorp and Baltimore County Savings Bank.

Unless you indicate on the proxy card that your shares should not be voted for a certain nominee, the Board of Directors intends that the proxies solicited by it will be voted for the election of each of the Board’s nominees. If any of the nominees are unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute nominee proposed by the Board of Directors. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.

The Board of Directors recommends a vote “FOR” the election of Messrs. Cox, Loughran and Panzer.

Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his current occupation for the last five years. The age indicated for each individual is as of September 30, 2009. The indicated period of service as a director includes the period of service as a director of the Bank.

Nominees for Election as Directors

The nominees for election to serve for a three-year term are:

H. Adrian Cox is an insurance agent with Rohe and Rohe Associates, Inc. in Baltimore, Maryland. Mr. Cox also is employed as a real estate agent with Century 21 Horizon Realty, Inc. in Baltimore, Maryland. Age 65. Director since 1987.

William M. Loughran retired from his position of Executive Vice President in charge of lending operations of Baltimore County Savings Bank, BCSB Bancorp and Baltimore County Savings Bank, M.H.C. in November 2007. Mr. Loughran joined Baltimore County Savings Bank in 1973. Age 64. Director since 1991.

John J. Panzer, Jr. has been a self-employed builder of residential homes since 1971. Age 68. Director since 1991.

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Directors Continuing in Office

The following directors have terms ending in 2011:

Henry V. Kahl retired in August 2008. He previously serves as an Assessor Supervisor with the State of Maryland Department of Assessments & Taxation in Baltimore, Maryland. Age 66. Director since 1989.

Michael J. Klein is Vice President of Klein’s ShopRite of Maryland, a family owned chain of supermarkets, with locations throughout Harford and Baltimore Counties, Maryland. Mr. Klein is also Vice President and partner in several other family owned businesses including Forest Hill Lanes, Inc., Colgate Investments, LLP and Riverside Parkway, LTD. Age 55. Director since 2001.

The following directors have terms ending in 2012:

Joseph J. Bouffard was named President of BCSB Bancorp, Baltimore County Savings Bank and Baltimore County Savings Bank, M.H.C. effective November 27, 2006. Mr. Bouffard served as President and Chief Executive Officer of Patapsco Bancorp, Inc. and The Patapsco Bank until October 30, 2006. He joined The Patapsco Bank’s predecessor, Patapsco Federal Savings and Loan Association in April 1995 as its President and Chief Executive Officer and became President and Chief Executive Officer of Patapsco Bancorp, Inc. upon the formation of that company in 1996. Previously, Mr. Bouffard was Senior Vice President of the Bank of Baltimore, and its successor, First Fidelity Bank from 1990 to 1995. Prior to that, he was President of Municipal Savings Bank, FSB in Towson, Maryland. He is a current Board member of the Maryland Financial Bank and a former Board member of the Dundalk Community College Foundation and the Maryland Bankers Association. He is also a former chairman of the Board of Governors of the Maryland Mortgage Bankers Association, Treasurer of the Neighborhood Housing Services of Baltimore and a charter member and Treasurer of the Towson Towne Rotary Club. Age 60. Director since 2006.

William J. Kappauf, Jr. Retired. Mr. Kappauf previously served as the Director of Cash Management of Baltimore Gas & Electric Company, Baltimore, Maryland. He is a certified public accountant. Age 63. Director since 2002.

Ernest A. Moretti retired in 2006 from Bradford Bank, Baltimore, Maryland, where he held the position of executive vice president and managed residential lending and business development. Prior to his tenure with Bradford Bank, Mr. Moretti served as president and chief executive officer of Wyman Park Federal Savings and Loan Association from 1989 to 2003. Mr. Moretti also served in senior leadership capacities over a span of 26 years at Yorkridge Calvert Savings and Loan, Augusta Building and Loan Association and First National Bank. He is a current Board member of the Maryland Financial Bank. Age 69. Director since 2007.

Item 2 — Ratification of the Independent Registered Public Accountants

The Audit/Compliance Committee of the Board of Directors has appointed Stegman & Company to be the Company’s independent registered public accounting firm for the 2010 fiscal year, subject to ratification by shareholders. A representative of Stegman & Company is expected to be present at the annual meeting to respond to appropriate questions from shareholders and will have the opportunity to make a statement should he or she desire to do so.

If the ratification of the appointment of the independent registered public accounting firm is not approved by a majority of the votes cast by shareholders at the annual meeting, the Audit Committee will consider other independent registered public accounting firms.

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The Board of Directors recommends a vote “FOR” the ratification of the appointment of Stegman & Company as the Company’s independent registered public accounting firm.

Item 3 — Advisory Vote on Executive Compensation

The American Recovery and Reinvestment Act of 2009 requires the Company to permit a non-binding advisory vote on the compensation of the Company’s named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement, during the period in which any obligation arising from the Company’s participation in the Troubled Asset Relief Program (“TARP”) Capital Purchase Program remains outstanding.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse the Company’s executive pay program and policies through the following resolution:

“Resolved, that the shareholders approve the compensation of the named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.”

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors unanimously recommends a vote “FOR” approval of the compensation of the named executive officers.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is furnished for the principal executive officer and the next two most highly compensated executive officers of the Company whose total compensation for the year ended September 30, 2009 exceeded $100,000.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Total ($)
Joseph J. Bouffard President and Chief Executive Officer of BCSB Bancorp and Baltimore County Savings Bank	2009 2008	$	229,474 214,091	$	40,000 —	$	15,309 10,285	$	44,242 41,368	$	—   —	$	2,734 16,269	$	331,789 282,013
David M. Meadows Executive Vice President, General Counsel and Secretary of BCSB Bancorp and Baltimore County Savings Bank	2009 2008		178,881 203,093		21,200 —		2,137 —		6,616 4,491		—   —		10,100 19,470		218,478 227,054
Anthony R. Cole Executive Vice President and Chief Financial Officer of BCSB Bancorp and Baltimore County Savings Bank	2009 2008		164,624 150,068		37,500 —		6,623 4,691		10,500 10,108		—   —		2,328 —		221,575 164,867

(1) Reflects the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) for awards of restricted stock. For further information regarding the assumptions used to compute the expense recognized for restricted stock awards, see Note 13 to the Notes to the Consolidated Financial Statements appearing in Item 8 of the Company’s Annual Report on Form 10-K.

(2) Reflects the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123(R) based upon a fair value of $2.82 and $7.70 for options granted in 2008 and 2006, respectively, to Mr. Bouffard; $3.27, $2.82 and $4.61 for options granted in 2009, 2008 and 2007, respectively, to Mr. Cole; $3.27 and $2.82 for options granted in 2009 and 2008, respectively, to Mr. Meadows using the Black-Scholes option pricing model. For further information regarding the assumptions used to compute fair value, see Note 13 to the Notes to the Consolidated Financial Statements appearing in Item 8 of the Company’s Annual Report on Form 10-K.

(3) Details of the amounts reported in the“All Other Compensation”column are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for any named executive officer:

Item	Joseph J. Bouffard		David M. Meadows		Anthony R. Cole
Market value as of the last business day of the year ended September 30, 2009 of allocations under the employee stock ownership plan	$	2,374	$	2,391	$	2,328
Amounts accrued under survivor income plan		—		7,709		—
Automobile allowance		—		—		—
Total	$	2,374	$	10,100	$	2,328

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Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and stock awards that have not vested as of September 30, 2009 for each named executive officer.

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)
Joseph J. Bouffard	2,632	7,896	(2)	$	11.61	01/08/2018	2,908	(4)	$	13,508
	4,211	6,317	(3)		28.44	12/05/2016
David M. Meadows	—	832	(6)		8.25	06/17/2019	469	(5)		3,381
	1,119	3,355	(2)		11.61	01/08/2018
	1,579	—			21.60	07/24/2012
Anthony R. Cole	—	832	(6)		8.25	06/17/2019	1,260	(7)		10,786
	219	655	(2)		11.61	01/08/2018
	1,053	4,211	(8)		17.95	09/19/2017

(1) Based upon the closing stock price for BCSB Bancorp common stock of $8.56 on September 30, 2009.

(2) Stock options vest in four equal annual installments beginning on January 8, 2009.

(3) Stock options vest in five equal annual installments beginning on December 5, 2007.

(4) 526 restricted stock awards vest on December 5, 2009 and December 5, 2010, 528 restricted stock awards vest on December 5, 2011, 442 restricted stock awards vest on January 8, 2010 and January 8, 2011 and 445 restricted stock awards vest on January 8, 2012.

(5) 131 restricted stock awards vest on January 8, 2010 and January 8, 2011, 132 restricted stock awards vest on January 8, 2012, and 75 restricted stock awards vest in four equal installments beginning on June 17, 2010.

(6) Stock options vest in four equal annual installments beginning on June 17, 2010.

(7) 263 restricted stock awards vest on September 19, 2010 and September 19, 2011, 264 restricted stock awards vest on September 19, 2012, 131 restricted stock awards vest on January 8, 2010 and January 8, 2011, 132 restricted stock awards vest on January 8, 2012, and 75 restricted stock awards vest in four equal installments beginning on June 17, 2010.

(8) Stock options vest in five equal installments commencing on September 19, 2008.

All shares and share prices for grants and awards made prior to April 10, 2008 have been adjusted to reflect the 0.5264 conversion ratio in the second step conversion of Baltimore County Savings Bank completed on April 10, 2008.

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Employment Agreements

Employment Agreement.On November 27, 2006, Baltimore County Savings Bank executed an employment agreement with Joseph J. Bouffard under which he serves as President and Chief Executive Officer of Baltimore County Savings Bank. The employment agreement provides for a three-year term, subject to annual renewal by the Board of Directors for an additional year beyond the then-current expiration date. The material terms of the employment agreement also include that:

• Mr. Bouffard receives a base salary of $252,000 per year, subject to annual review by the Board of Directors;

• Mr. Bouffard is eligible to receive bonuses or other incentive compensation at the discretion of the Board of Directors;

• Mr. Bouffard received a restricted stock award covering 2,632 shares of BCSB Bancorp common stock, vesting in installments of 526 shares on the first anniversary of the grant date and continuing each anniversary thereafter until fully vested. Mr. Bouffard also received 10,528 stock options, vesting in installments of 2,105 shares on the first anniversary of the grant date and continuing each anniversary thereafter until fully vested. The stock options will remain exercisable for a period of ten years from the grant date and have an exercise price equal to the fair market value of BCSB Bancorp’s common stock on the grant date. Amounts have been adjusted for the 0.5264 exchange ratio in the second step conversion completed on April 10, 2008. Restricted stock awards and stock options will vest immediately upon a change in control;

• Mr. Bouffard participates in any life insurance, medical insurance, dental insurance, pension, profit sharing, retirement and other benefit programs and arrangements that Baltimore County Savings Bank may sponsor or maintain for the benefit of senior management employees and its employees generally;

• Mr. Bouffard will be eligible for certain other fringe benefits described in the employment agreement; and

• Baltimore County Savings Bank may terminate Mr. Bouffard’s employment for cause, in which case Mr. Bouffard would have no right to receive compensation or other benefits for any period after termination, except for already vested benefits.

Under the terms of our employment agreement with Mr. Bouffard, upon involuntary termination of employment or voluntary termination under circumstances that constitute constructive termination, Mr. Bouffard will receive a lump sum salary continuation benefit equal 36 months’ base salary.

Our employment agreement with Mr. Bouffard further provides that in the event of termination due to disability, Mr. Bouffard will be entitled to the compensation and benefits provided for under the agreement for (i) any period during the term of the agreement and prior to the establishment of Mr. Bouffard’s disability during which he is unable to work due to such disability, or (ii) any period of disability prior to Mr. Bouffard’s termination of employment due to disability; provided, however, that any benefits paid pursuant to our long-term disability plan will continue as provided in such plan.

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In addition, if, within one year after a change in control of BCSB Bancorp, Baltimore County Savings Bank terminates Mr. Bouffard’s employment without cause or Mr. Bouffard voluntarily terminates his employment, he will be entitled to receive a lump sum payment equal to 2.99 times his then-current annual base salary plus continued participation for up to three years in any benefit plans of Baltimore County Savings Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If such payments and benefits, either alone or together with other payments and benefits Mr. Bouffard has the right to receive from Baltimore County Savings Bank, would constitute an excess “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such payments and benefits will be reduced or revised by the amount, if any, which is the minimum necessary to result in no portion of such payments and benefits being non-deductible to Baltimore County Savings Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code.

Change-in-Control Severance Agreements. Baltimore County Savings Bank maintains change in control severance agreements with Messrs. Cole and Meadows. The agreements have terms ending on the earlier of (a) November 29, 2010, in the case of Mr. Cole, or December 20, 2010, in the case of Mr. Meadows, or (b) the date on which the employee terminates employment with Baltimore County Savings Bank. The term of the severance agreements may be extended for additional one-year periods beyond the then effective expiration date upon a determination by the Board of Directors that the performance of these individuals has met the required performance standards and that such severance agreements should be extended. The employee becomes entitled to collect severance benefits under the severance agreement in the event within the period beginning 12 months before a change of control and ending 18 months after a change of control the employee (i) experiences a “change in duties,” as explained below, (ii) is involuntarily terminated for reasons other than “cause,” as defined in the agreement, death or disability, or resigns following a change in duties, or (iii) voluntarily terminates employment for any reason within the 30-day period beginning on the date of a change of control. Under the agreement, a change in duties is defined to include a significant adverse change in the status, title, position, responsibilities, or scope of the employee’s authority or duties, assignment to the employee of any duties or responsibilities which are inconsistent with his or her status, title, or position, a material reduction in the employee’s total compensation, a diminution in the employee’s eligibility to participate in compensation plans, a relocation of the employee’s principal place of employment by more than 30 miles, or a reasonable determination by the board of directors that, as a result of a change of control and change in circumstances thereafter, the employee is unable to exercise the authorities, powers, functions or duties attached to his or her position.

In the event an employee becomes entitled to receive severance benefits, the employee (i) will be paid an amount equal to 2.99 times the annualized cash compensation paid to the employee in the immediately preceding 12-month period (excluding board fees and bonuses), and (ii) will receive either cash in an amount equal to the cost to the employee of obtaining all health, life, disability and other benefits which the employee would have been eligible to participate in through the second annual anniversary date of his termination of employment or continued participation in such benefit plans through the second annual anniversary date of his termination of employment, to the extent the employee would continue to qualify for participation therein. Under the terms of the agreements, the employees will receive severance in a lump sum cash payment within 10 business days of their termination of employment following a change of control.

In the event that one of these employees prevails over Baltimore County Savings Bank in a legal dispute as to the severance agreement, he or she will be reimbursed for legal and other expenses. In connection with the conversion, the severance agreements have been amended and restated to make BCSB Bancorp a guarantor of Baltimore County Savings Bank’s obligations under the severance agreements and to limit the payments to the employees in the event payments under the severance

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agreements together with other change in control benefits may result in a “parachute payment” under 280G of the Code. See“—Employment Agreement” above for definition of parachute payment.

Supplemental Executive Retirement Plan.Baltimore County Savings Bank has entered into an agreement with Mr. Meadows to provide him with supplemental retirement benefits. Mr. Meadows is entitled to his supplemental retirement benefit upon termination of employment (other than for cause) at or upon attaining age 65. If he terminates employment after attaining age 65, Baltimore County Savings Bank will pay Mr. Meadows an annual retirement benefit equal to 11.8% of his final compensation. For purposes of the agreement, final compensation equals Mr. Meadows highest three calendar year’s average cash compensation. The Bank will pay the annual retirement benefit monthly over a period of 180 months. If Mr. Meadows terminates employment before reaching 65 years of age, or is terminated by Baltimore County Savings Bank for any reason other than for cause, Baltimore County Savings Bank will pay Mr. Meadows a reduced annual benefit, based on amounts accrued for him prior to termination, commencing at age 65, over a 180-month period. Should Mr. Meadows die while employed by Baltimore County Savings Bank or after payments have begun, a designated beneficiary will receive the balance owed to him on the date of death in the same method and manner as if he were still alive.

Survivor Income Plan.Baltimore County Savings Bank maintains a survivor income plan for the benefit of certain officers. Named executive officer Meadows participates in the survivor income plan. The survivor income plan provides a benefit to survivors upon the death of the participant provided the participant is employed by Baltimore County Savings Bank and has been employed by Baltimore County Savings Bank for ten years at the time of death or terminates employment for any reason other than cause after attaining age 55 with ten years of service. Under this plan, upon his death, the beneficiaries of Mr. Meadows would receive a death benefit of $250,000, payable in a lump sum within 90 days following death.

Limitation of Benefits.In connection with the Company’s participation in the TARP Capital Purchase Program, the Company and the U.S. Department of Treasury (“Treasury”) entered into a securities purchase agreement. This agreement, among other conditions, placed limits on the compensation of the Company’s senior executive officers. As a result, each of Messrs. Bouffard, Meadows and Cole executed an agreement with the Company (1) agreeing to comply with the TARP Capital Purchase Program rules on senior executive officer compensation and benefits; and (2) acknowledging that they may not receive any payments, including accelerated benefits, on account of a departure from their employment to the extent those payments would be considered “golden parachute” payments under the regulations. Such agreements will be in effect as long as Treasury holds preferred stock in the Company.

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DIRECTOR COMPENSATION

The following table provides the compensation received by individuals who served as non-employee directors of the Company during the 2009 fiscal year. No tax-qualified or retirement-qualified compensation was provided to directors in fiscal 2009.

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
Henry V. Kahl	$	27,400	$	—	$	27,400
John J. Panzer		24,200		—		24,200
Ernest A. Moretti		25,000				25,000
H. Adrian Cox		23,000		—		23,000
Michael J. Klein		28,622		—		28,622
William J. Kappauf, Jr.		30,822		—		30,822
William M. Loughran		24,400		—		24,400

(1) Includes of contributions under our deferred compensation plan and cash distributions.

(2) At September 30, 2009, Directors Kahl, Panzer, Moretti, Cox, Klein, Kappauf and Loughran had outstanding options to acquire 3,158, 3,158, 263, 3,158, 3,158 and 3,158 shares, respectively, of the Company’s common stock.

Cash Retainers and Meeting Fees. The following table sets forth the applicable retainers and fees that were paid to our directors for their service on our Board of Directors during fiscal 2009.

Monthly retainer	$	1,000
Fee for attendance at regular Board meetings		400
Fee for attendance at special Board meetings		400
Fee for attendance at committee meetings		200
Monthly retainer for Chairman of the Board		1,200

Deferred Compensation Plan.Baltimore County Savings Bank maintains the Baltimore County Savings Bank, F.S.B. Amended and Restated Deferred Compensation Plan, which incorporates two prior plans – the Baltimore County Savings Bank Deferred Compensation Plan and Baltimore County Savings Bank Cash Deferred Compensation Plan. The Deferred Compensation Plan provides members of the Board of Directors and selected executives with the ability to defer a portion of their compensation. The plan preserves a stock component of the prior plan. Prior to each plan year, each non-employee director may elect to defer receipt of all or part of his future fees (including retainers), and any other participant may elect to defer receipt of up to 25% of salary or 100% of bonus compensation into either the cash or stock-based plan. The plan also provides a 401(k) restoration matching contribution intended to make participants whole with respect to matching contributions Baltimore County Savings Bank would have made under the 401(k) plan but for certain limitations imposed by the qualified plan rules. Participants become fully vested after six years of service. On each September 30th, each director participant who has between three and 12 years of service as a director will have his account credited with $6,222. No director may receive credit for more than 12 years of service. A director participant who, after July 1, 1995, completes three years of service as a director, will have his account

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credited with $24,000 on the September 30th following his completion of three years of service. At the election of the participant, distributions may be made in a lump sum or installments.

Baltimore County Savings Bank has established a grantor trust and may, at any time or from time to time, make additional contributions to the trust. In the event of a change in control, Baltimore County Savings Bank will contribute to the trust an amount sufficient to provide the trust with assets having an overall value equal to the aggregate account balances under the Plan. The trust’s assets are subject to the claims of Baltimore County Savings Bank’s general creditors and are available for eventual payments to participants.

Director Retirement Benefits.Baltimore County Savings Bank has entered in agreements Mr. Loughran, who is a retired employee, and with its non-employee directors, except Mr. Moretti, to provide them with supplemental retirement benefits. Under the agreements, each director becomes entitled to an annual retirement benefit equal to $9,000, payable monthly for 15 years, if he terminates service after attaining age 70. If the director terminates service prior to age 70 (including by reason of death), Baltimore County Savings Bank will pay him, or his beneficiaries in the case of death, a reduced annual benefit over 15 years, commencing at age 70.

Stock Benefit Plans.Directors are also eligible to receive equity-based awards under the Company’s stock option plan, management recognition plan and 2009 Equity Incentive Plan. During the year ended September 30, 2009, non-employee directors did not receive any stock awards or stock options.

Reimbursement for Tax Advice.Baltimore County Savings Bank’s Board of Directors has also adopted a policy to reimburse designated directors and officers for expenses they incur in connection with professional tax, estate planning or financial advice they obtain related to the benefits they receive under the stock and non-stock related benefit plans of Baltimore County Savings Bank and BCSB Bancorp. Reimbursements are limited to $1,000 for each eligible individual during any fiscal year, with a one-time allowance not to exceed $5,000 for estate planning expenses. The level of annual reimbursements may be increased to $2,000 on a one-time basis in the event of a change in control of BCSB Bancorp. No reimbursements were made during the year ended September 30, 2009.

OTHER INFORMATION RELATING TO

DIRECTORS AND EXECUTIVE OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on the Company’s review of copies of the reports it has received and written representations provided to it from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in BCSB Bancorp common stock during the year ended September 30, 2009, except officer David M. Meadows who filed one late Form 4 reporting two late transactions as a result of the Form 4 being inadvertently filed under the name of the Company’s predecessor.

21

Transactions with Related Persons

Loans and Extensions of Credit. The Sarbanes-Oxley Act of 2002 generally prohibits loans by Baltimore County Savings Bank to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by a depository institution to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. Baltimore County Savings Bank offers loans to its directors and officers. These loans currently are made in the ordinary course of business with the same collateral, interest rates and underwriting criteria as those of comparable transactions prevailing at the time and do not involve more than the normal risk of collectibility or present other unfavorable features. All loans to such persons must be approved in advance by a disinterested majority of the Board of Directors.

In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater of $25,000 or 5% of Baltimore County Savings Bank’s capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the Board of Directors.

The aggregate amount of loans by us to executive officers and directors was $665,000 at September 30, 2009, or approximately 1% of stockholders’ equity. These loans were performing according to their original terms at September 30, 2009. All loans made by Baltimore County Savings Bank to its directors and executive officers and members of their immediate families were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to Baltimore County Savings Bank, and did not involve more than the normal risk of collectibility or present other unfavorable features.

Approval of Related-Party Transactions.Under the Audit Committee Charter, it is the responsibility of the Audit Committee to review all related party transactions,i.e., transactions required to be disclosed under Securities and Exchange Commission Regulation S-K, Item 404, for potential conflict of interest situations on an ongoing basis and to determine whether to approve such transactions. Our Code of Ethics and Business Conduct also provides that all executive officers and directors must disclose any private interest that presents the possibility of conflicts of interest with BCSB Bancorp or Baltimore County Savings Bank.

SUBMISSION OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS

The Company must receive proposals that shareholders seek to include in the proxy statement for the Company’s next annual meeting no later than September 10, 2010. If next year’s annual meeting is held on a date more than 30 calendar days from February 10, 2011, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that, in order for a shareholder to make nominations for the election of directors or proposals for business to be brought before the annual meeting, a shareholder must deliver notice of such nominations and/or proposals to the Corporate Secretary not less than 90 days prior to the date of the annual meeting; however, if less than 100 days’ notice of the annual meeting is given to shareholders, such notice must be delivered not later than the close of the tenth day following the day on

22

which notice of the annual meeting was mailed to shareholders or public disclosure of the meeting date. A copy of the Bylaws may be obtained from the Company.

SHAREHOLDER COMMUNICATIONS

The Company encourages shareholder communications to the Board of Directors and/or individual directors. Shareholders who wish to communicate with the Board of Directors or an individual director should send their communications to the care of David M. Meadows, Corporate Secretary, BCSB Bancorp, Inc., 4111 E. Joppa Road, Baltimore, Maryland 21236. All communications that relate to matters that are within the scope of the responsibilities of the Board and its committees are to be presented to the Board no later than its next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the Board committees are also to be forwarded to the Chair of the appropriate Board committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, are to be sent to the appropriate officer. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any director who wishes to review them.

Directors are expected to prepare themselves for and to attend all Board meetings, the annual meeting of shareholders and the meetings of the Committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting.All of the Company’s directors attended the Company’s 2009 Annual Meeting of Shareholders.

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of BCSB Bancorp common stock. In addition to soliciting proxies by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telephone without receiving additional compensation.

The Company’s annual report to shareholders has been mailed to persons who were shareholders as of the close of business on December 18, 2009. Any shareholder who has not received a copy of the annual report may obtain a copy by writing to the Secretary of the Company. The annual report is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by reference.

A copy of the Company’s Annual Report on Form 10-K, without exhibits, for the year ended September 30, 2009, as filed with the Securities and Exchange Commission, will be furnished without charge to persons who were shareholders as of the close of business on December 18, 2009 upon written request to David M. Meadows, Corporate Secretary, BCSB Bancorp, Inc., 4111 E. Joppa Road, Baltimore, Maryland 21236.

BY ORDER OF THE BOARD OF DIRECTORS

/s/    David M. Meadows

David M. Meadows

Corporate Secretary

Baltimore, Maryland

January 8, 2010

23

ANNUAL MEETING OF STOCKHOLDERS OF

BCSB BANCORP, INC.

February 10, 2010

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.baltcosavings.com/AnnualMeeting.asp

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

iPlease detach along perforated line and mail in the envelope provided.i

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS. PLEASE SIGN, DATE

AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

							FOR	AGAINST	ABSTAIN
1.	The election as director of the nominees listed below (except as marked to the contrary below).				2.	The ratification of Stegman & Company as the independent registered public accounting firm for the fiscal year ending September 30, 2010.	¨	¨	¨
		NOMINEES:
¨	FOR ALL NOMINEES	O    H. Adrian Cox                 O    William M. Loughran                 O    John J. Panzer, Jr.			3.	The approval of the compensation of the named executive officers.	¨	¨	¨
¨	WITHHOLD AUTHORITY FOR ALL NOMINEES
¨	FOR ALL EXCEPT (See instructions below)				Should the undersigned be present and elect to vote in person at the meeting or at any adjournment thereof and after notification to the Secretary of the Company at the meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.
INSTRUCTIONS:      To withhold authority to vote for any individualnominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:  l					The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2009 Annual Report to Shareholders.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				¨
Signature of Stockholder			Date:		Signature of Stockholder			Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, only one registered holder need sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

BCSB BANCORP, INC.

PROXY CARD

ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 10, 2010

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Henry V. Kahl and Michael J. Klein and each of them, with full power of substitution, to act as proxies for the undersigned and to vote all shares of common stock of BCSB Bancorp, Inc. which the undersigned is entitled to vote at the annual meeting of shareholders to be held on February 10, 2010 at 4:30 p.m. local time, at Baltimore County Savings Bank’s Perry Hall office located at 4208 Ebenezer Road, Baltimore, Maryland, and at any and all adjournments thereof, as follows:

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. PRESENTLY, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

(Continued and to be signed on the reverse side)

BCSB BANCORP, INC.

VOTING INSTRUCTION CARD FOR EMPLOYEE STOCK OWNERSHIP PLAN

ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 10, 2010

[PARTICIPANTS IN THE ESOP AND 401(k) PLANS

MAY RECEIVE MULTIPLE VOTING INSTRUCTION

CARDS. PLEASE COMPLETE, DATE, SIGN AND

RETURN ALL CARDS TO ENSURE YOUR VOTES

ARE COUNTED.]

The undersigned hereby directs the Trustee(s) to vote all shares of common stock of BCSB Bancorp, Inc. credited to the undersigned’s account, for which the undersigned is entitled to vote at the annual meeting of shareholders to be held on February 10, 2010 at 4:30 p.m. local time, at Baltimore County Savings Bank’s Perry Hall Office located at 4208 Ebenezer Road, Baltimore, Maryland, and at any and all adjournments thereof, as follows:

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY IN

THE ENCLOSED POSTAGE-PAID ENVELOPE.

(Continued and to be signed on the other side)

ANNUAL MEETING OF STOCKHOLDERS OF

BCSB BANCORP, INC.

ESOP

February 10, 2010

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.baltcosavings.com/AnnualMeeting.asp

Please sign, date and mail

your vote authorization form in the

envelope provided as soon

as possible.

iPlease detach along perforated line and mail in the envelope provided.i

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS. PLEASE SIGN, DATE

AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

							FOR	AGAINST	ABSTAIN
1.	The election as director of the nominees listed below (except as marked to the contrary below).				2.	The ratification of Stegman & Company as the independent registered public accounting firm for the fiscal year ending September 30, 2010.	¨	¨	¨
		NOMINEES:
¨	FOR ALL NOMINEES	O    H. Adrian Cox                 O    William M. Loughran                 O    John J. Panzer, Jr.			3.	The approval of the compensation of the named executive officers.	¨	¨	¨
¨	WITHHOLD AUTHORITY FOR ALL NOMINEES
¨	FOR ALL EXCEPT (See instructions below)				PURSUANT TO THE TERMS OF THE BALTIMORE COUNTY SAVINGS BANK TAX-QUALIFIED BENEFIT PLANS, THIS VOTING INSTRUCTION CARD, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, WILL BE VOTED IN ACCORDANCE WITH THE TERMS OF THE RESPECTIVE PLANS.
INSTRUCTIONS:    To withhold authority to vote for any individual nominee(s),                                     mark“FOR ALL EXCEPT”and fill in the circle next                                     to each nominee you wish to withhold, as shown here:  l					The undersigned acknowledges receipt from the Company before the execution of this voting instruction card of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2009 Annual Report to Shareholders.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				¨
Signature of ESOP Participant			Date:		Signature of ESOP Participant			Date:

Note: Please sign exactly as your name or names appear on this vote authorization form.

BCSB BANCORP, INC.

VOTING INSTRUCTION CARD FOR 401(k) PLAN

ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 10, 2010

[PARTICIPANTS IN THE ESOP AND 401(k) PLANS

MAY RECEIVE MULTIPLE VOTING INSTRUCTION

CARDS. PLEASE COMPLETE, DATE, SIGN AND

RETURN ALL CARDS TO ENSURE YOUR VOTES

ARE COUNTED.]

The undersigned hereby directs the Trustee(s) to vote all shares of common stock of BCSB Bancorp, Inc. credited to the undersigned’s account, for which the undersigned is entitled to vote at the annual meeting of shareholders to be held on February 10, 2010 at 4:30 p.m. local time, at Baltimore County Savings Bank’s Perry Hall office located at 4208 Ebenezer Road, Baltimore, Maryland, and at any and all adjournments thereof, as follows:

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY IN

THE ENCLOSED POSTAGE-PAID ENVELOPE.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF

BCSB BANCORP, INC.

401(k) PLAN

February 10, 2010

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL MEETING:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.baltcosavings.com/AnnualMeeting.asp

Please sign, date and mail

your vote authorization form in the

envelope provided as soon

as possible.

iPlease detach along perforated line and mail in the envelope provided.i

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED PROPOSALS. PLEASE SIGN, DATE

AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

							FOR	AGAINST	ABSTAIN
1.	The election as director of the nominees listed below (except as marked to the contrary below).				2.	The ratification of Stegman & Company as the independent registered public accounting firm for the fiscal year ending September 30, 2010.	¨	¨	¨
		NOMINEES:
¨	FOR ALL NOMINEES	O    H. Adrian Cox                 O    William M. Loughran                 O    John J. Panzer, Jr.			3.	The approval of the compensation of the named executive officers.	¨	¨	¨
¨	WITHHOLD AUTHORITY FOR ALL NOMINEES
¨	FOR ALL EXCEPT (See instructions below)				PURSUANT TO THE TERMS OF THE BALTIMORE COUNTY SAVINGS BANK TAX-QUALIFIED BENEFIT PLANS, THIS VOTING INSTRUCTION CARD, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, WILL BE VOTED IN ACCORDANCE WITH THE TERMS OF THE RESPECTIVE PLANS.
INSTRUCTIONS:    To withhold authority to vote for any individual nominee(s),mark“FOR ALL EXCEPT”and fill in the circle next toeach nominee you wish to withhold, as shown here:  l					The undersigned acknowledges receipt from the Company before the execution of this vote instruction card of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2009 Annual Report to Shareholders.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				¨
Signature of 401(k) Participant			Date:		Signature of 401(k) Participant			Date:

Note: Please sign exactly as your name or names appear on this vote authorization form.