SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)

Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/

Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material ss. 240.14a-12

BCSB BANKCORP, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/_/ Fee paid previously with preliminary materials.

/_/ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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4. Date Filed:

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[LETTERHEAD OF BCSB BANKCORP, INC.]

January 6, 2006

Dear Stockholder:

We invite you to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of BCSB Bankcorp, 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 8, 2006, at 4:00 p.m., Eastern time.

The attached Notice of Annual Meeting 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
stockholders may have.

ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND
RETURN THE ACCOMPANYING FORM OF PROXY 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/ Gary C. Loraditch

Gary C. Loraditch
PRESIDENT

- --------------------------------------------------------------------------------

BCSB BANKCORP, INC.
4111 E. JOPPA ROAD, SUITE 300
BALTIMORE, MARYLAND 21236

- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 8, 2006
- --------------------------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of BCSB Bankcorp, Inc. (the "Company") will be held at
Baltimore County Savings Bank, F.S.B.'s Perry Hall office located at 4208
Ebenezer Road, Baltimore, Maryland on Wednesday, February 8, 2006, at 4:00 p.m.,
Eastern time.

A Proxy Statement and Proxy Card for the Annual Meeting are enclosed.

The Annual Meeting is for the purpose of considering and acting upon
the following matters:

1. The election of two directors of the Company for
three-year terms;

2. The ratification of the appointment of Stegman &
Company as the independent registered public
accounting firm of the Company for the fiscal year
ending September 30, 2006; and

3. The transaction of such other business as may
properly come before the Annual Meeting or any
adjournment thereof.

The Board of Directors is not aware of any other business to come
before the Annual Meeting.

Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Stockholders
of record at the close of business on December 27, 2005, are the stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.

You are requested to fill in and sign the enclosed proxy card which is
solicited by the Board of Directors and mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ David M. Meadows

David M. Meadows
SECRETARY

Baltimore, Maryland
January 6, 2006

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.

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PROXY STATEMENT
OF
BCSB BANKCORP, INC.
4111 E. JOPPA ROAD, SUITE 300
BALTIMORE, MARYLAND 21236
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ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 8, 2006
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GENERAL
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This Proxy Statement is furnished to stockholders of BCSB Bankcorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies to be used at the Annual Meeting of
Stockholders (the "Annual Meeting") which will be held at Baltimore County
Savings Bank, F.S.B.'s Perry Hall office located at 4208 Ebenezer Road,
Baltimore, Maryland on Wednesday, February 8, 2006, at 4:00 p.m., Eastern time,
and at any adjournment thereof. The accompanying Notice of Annual Meeting and
proxy card and this Proxy Statement are being first mailed to stockholders on or
about January 6, 2006.

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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to David M. Meadows, Secretary of the Company, at the
address shown above, by filing a later-dated proxy prior to a vote being taken
on a particular proposal at the Annual Meeting or by attending the Annual
Meeting and voting in person. The presence of a stockholder at the Annual
Meeting will not in itself revoke such stockholder's proxy.

Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH BELOW
AND FOR THE OTHER PROPOSITION STATED. The proxy confers discretionary authority
on the persons named therein to vote with respect to the election of any person
as a director where the nominee is unable to serve or for good cause will not
serve, and matters incident to the conduct of the Annual Meeting. If any other
business is presented at the Annual Meeting, proxies will be voted by those
named therein in accordance with the determination of a majority of the Board of
Directors. Proxies marked as abstentions will not be counted as votes cast.
Shares held in street name which have been designated by brokers on proxies as
not voted will not be counted as votes cast. Proxies marked as abstentions or as
broker non-votes, however, will be treated as shares present for purposes of
determining whether a quorum is present.

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VOTING SECURITIES AND SECURITY OWNERSHIP
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The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, par value $.01 per share (the "Common Stock").
Stockholders of record as of the close of business on December 27, 2005 (the
"Record Date") are entitled to one vote for each share of Common Stock then
held. As of the Record Date, there were 5,912,177 shares of Common Stock issued
and outstanding. The presence, in person or by proxy, of at least a majority of
the total number of shares of Common Stock outstanding and entitled to vote will
be necessary to constitute a quorum at the Annual Meeting.

Persons and groups beneficially owning more than 5% of the Common Stock
are required to file certain reports with respect to such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
following table sets forth information regarding the shares of Common Stock
beneficially owned as of the Record Date by persons who beneficially own more
than 5% of the Common Stock, each of the Company's directors, the executive
officers of the Company named in the Summary Compensation Table, set forth under
"Proposal I -- Election of Directors -- Executive Compensation -- Summary
Compensation Table," and all of the Company's directors and executive officers
as a group.

SHARES OF COMMON STOCK
BENEFICIALLY OWNED PERCENT OF
AT RECORD DATE (1) CLASS (2)
-------------- ----------
Persons Owning Greater than 5%:
------------------------------

Baltimore County Savings Bank, M.H.C. 3,754,960 63.5%
4111 E. Joppa Road, Suite 300
Baltimore, Maryland 21236

BCSB Bankcorp, Inc. 433,095 (3) 7.3
Employee Stock Ownership Plan et. al.
4111 E. Joppa Road Suite 300
Baltimore, Maryland 21236

Directors:
---------
H. Adrian Cox 36,634 *
Henry V. Kahl 34,604 *
Gary C. Loraditch 47,237 *
William M. Loughran 35,793 *
John J. Panzer, Jr. 62,656 *
P. Louis Rohe 39,846 *
Michael J. Klein 12,471 *
William J. Kappauf, Jr. 6,746 *

Named Executive Officers:
------------------------
David M. Meadows 7,659 *
Bonnie M. Klein 14,545 *

All directors and executive 304,286 5.1
officers of the Company
as a group (11 persons)

- --------------------
(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 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 13,500,
14,000, 14,500, 4,500, 4,500, 13,500, 4,500, 4,500, 2,250, 2,250, and
80,250, shares that Directors Cox, Kahl, Loraditch, Loughran, Panzer,
Jr., Rohe, Klein and Kappauf, Named Executive Officers Meadows and
Klein 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 the Record Date. 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 175,076
shares under the Company's Employee Stock Ownership Plan (the "ESOP")
and 127,705 shares under the Baltimore County Savings Bank, F.S.B. (the
"Bank") Deferred Compensation Plan (the "DCP"), nor 50,550 shares as to
which such individuals share dispositive power by virtue of their
positions as directors of Baltimore County Savings Bank Foundation,
Inc. (the "Foundation"), nor 25,911 shares with respect to which
Directors Kahl, Cox, Panzer have voting power by virtue of their
positions as trustees of the Management Recognition Plan ("MRP") 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 the Record Date,
141,766 shares had been allocated. Shares held by the DCP trust are
voted in the same proportion as are the shares held by the ESOP trust.
The shares held by the MRP trust are voted in the same proportion as
the ESOP trustees vote the shares held in the ESOP trust. Shares held
by the Foundation are voted in the same ratio as all other shares of
Common Stock are voted. The shares held by the DCP trust are held for
the benefit of directors in the following amounts: Mr. Cox, 14,272
shares; Mr. Kahl, 13,212 shares;

Mr. Loraditch, 8,958, shares; Mr. Loughran, 8,958, shares; Mr. Panzer
25,639 shares; Mr. Rohe, 12,713 shares; Mr. Klein, 4,428 shares; and
Mr. Kappauf, 646 shares. Such directors bear the economic risk
associated with such shares.
(2) Based on a total of 5,912,177 shares of Common Stock outstanding at the
Record Date.
(3) Includes 175,076 shares owned by the ESOP, 127,705 shares owned by the
DCP, 53,773 shares owned by the Bank's 401(k) Plan, 25,911 shares owned
by the MRP trust and 50,550 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 DCP and serve as
three of the Foundation's eight directors. Such individuals share
voting power over shares held by the ESOP and the DCP and share
dispositive power over shares held by the DCP trust and 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 MRP trust. The
trustees of the MRP trust share voting and dispositive power over the
shares held by the MRP trust. The Bank is the trustee of the 401(k)
Plan assets invested in 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 DCP, the MRP trust, the 401(k) Plan and
the Foundation.
* Less than 1% of outstanding Common Stock.

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PROPOSAL I -- ELECTION OF DIRECTORS
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GENERAL

The Company's Board of Directors is composed of eight members, all of
whom are independent under the listing standards of Nasdaq, except Gary C.
Loraditch and William M. Loughran. The Company's Charter requires that directors
be divided into three classes, as nearly equal in number as possible, with
approximately one-third of the directors elected each year. At the Annual
Meeting, two directors will be elected for terms expiring at the 2009 Annual
Meeting. The Board of Directors has nominated Gary C. Loraditch and William J.
Kappauf, Jr. to serve as directors for a three-year term. Both nominees
currently are members of the Board. Under Federal law and the Company's Bylaws,
directors are elected by a plurality of the votes at a meeting at which a quorum
is present.

It is intended that the persons named in the proxies solicited by the
Board of Directors will vote for the election of the named nominees. If any
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate the vacancy. At
this time, the Board knows of no reason why either nominee might be unavailable
to serve.

The following table sets forth, for each nominee for director and
continuing director of the Company, his age, the year he first became a director
of the Bank, which is the Company's principal operating subsidiary, and the
expiration of his term as a director. All such persons were appointed as
directors in 1998 in connection with the incorporation and organization of the
Company, except that Mr. Michael J. Klein was appointed a director of the
Company and the Bank on November 28, 2001 and William J. Kappauf was appointed a
director of the Company and the Bank on March 27, 2002. Each director of the
Company also is a member of the Board of Directors of the Bank.

YEAR FIRST
AGE AT ELECTED AS CURRENT
SEPTEMBER 30, DIRECTOR OF TERM
NAME 2005 THE BANK TO EXPIRE
---- ------------- ----------- ---------

BOARD NOMINEES FOR TERMS TO EXPIRE IN 2009

Gary C. Loraditch 51 1991 2006
William J. Kappauf, Jr. 59 2002 2006

DIRECTORS CONTINUING IN OFFICE

H. Adrian Cox 61 1987 2007
William M. Loughran 60 1991 2007
John J. Panzer, Jr. 63 1991 2007
Henry V. Kahl 62 1989 2008
P. Louis Rohe 83 1955 2008
Michael J. Klein 50 2001 2008

Set forth below is biographical information concerning the Company's
directors. Unless otherwise stated, all directors have held the positions
indicated for at least the past five years.

GARY C. LORADITCH was named President of the Company, the Bank and the
MHC effective January 4, 1999. Previously, he served as Vice President,
Secretary and Treasurer of the Bank. He is a certified public accountant and an
attorney. Mr. Loraditch joined the Bank in 1974.

WILLIAM J. KAPPAUF, JR. is Director of Cash Management of Baltimore Gas
& Electric Company, Baltimore, Maryland. He is a certified public accountant.

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.

WILLIAM M. LOUGHRAN was named Executive Vice President of the Bank
effective January 1, 2005. He also serves as Executive Vice President of the
Company and Baltimore County Savings Bank, M.H.C. (the "MHC"). Prior to being
named Executive Vice President, he served as Senior Vice President of the Bank
in charge of lending operations. Mr. Loughran joined the Bank in 1973.

JOHN J. PANZER, JR. has been a self-employed builder of residential
homes since 1971.

HENRY V. KAHL is an Assessor Supervisor with the State of Maryland
Department of Assessments & Taxation in Baltimore, Maryland.

P. LOUIS ROHE has been retired for approximately 12 years. Prior to his
retirement, Mr. Rohe was an attorney. He has been a director of the Bank since
its incorporation in 1955.

MICHAEL J. KLEIN is Vice President of Klein's Super Markets, a family
owned chain of supermarkets, with locations throughout Harford County, 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.

4
8

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following sets forth information with respect to executive officers
of the Company who do not serve on the Board of Directors.

AGE
AS OF THE
NAME RECORD DATE TITLE
- ---- ----------- -----

Bonnie M. Klein 50 Senior Vice President and Treasurer of the Company and
the Bank

David M. Meadows 49 Senior Vice President, General Counsel and Secretary of
the Company and the Bank

Kellie T. Rychwalski 41 Senior Vice President, Retail Banking of the Bank

BONNIE M. KLEIN joined the Bank in 1975 and has served in various
capacities of increasing responsibility since then. She was named Vice President
and Treasurer of the Company and the Bank effective January 4, 1999 and Senior
Vice President of the Company and the Bank effective January 1, 2005. She is a
Certified Public Accountant.

DAVID M. MEADOWS was named Vice President, General Counsel and
Secretary of the Company and the Bank effective January 4, 1999 and Senior Vice
President of the Company and the Bank effective January 1, 2005. Previously, he
was a Partner in the law firm of Moore, Carney, Ryan and Lattanzi, L.L.C.

KELLIE T. RYCHWALSKI joined the Bank in 1984 and has served in various
capacities of increasing responsibility. She was named Vice President of Retail
Banking effective July 4, 1999, and Senior Vice President of the Bank effective
January 1, 2005.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Boards of Directors of the Company and the Bank meet monthly and
may have additional special meetings. During the year ended September 30, 2005,
the Board of Directors of the Company met 12 times and the Board of Directors of
the Bank met 12 times. All directors attended at least 75% in the aggregate of
the total number of Company or Bank Board of Directors meetings held during the
year ended September 30, 2005 and the total number of meetings held by
committees on which he served during such fiscal year.

AUDIT COMMITTEE. The Company has a separately designated Audit
Committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The Board of Directors' Audit Committee consists of Directors Kahl, Cox,
Panzer and Kappauf. The members of the Audit Committee are "independent," as
"independent" is defined in Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards. The Company's 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 Committee met four times during the
year ended September 30, 2005 to examine and approve the audit report prepared
by the independent registered public accounting firm of the Company, to review
and recommend the independent registered public accounting firm to be engaged by
the Company and to review internal accounting controls. The Company's Board of
Directors has adopted a written charter for the Audit Committee. A copy of the
Audit Committee Charter was included as an appendix to the Company's proxy
statement prepared in connection with the Company's 2004 annual meeting of
stockholders.

5
9

COMPENSATION COMMITTEE. The Bank Board of Directors' Compensation
Committee consists of Directors Cox, Kahl, Rohe, Panzer, Klein and Kappauf. The
Compensation Committee evaluates the compensation and benefits of the directors,
officers and employees, recommends changes, and monitors and evaluates employee
performance. 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 Compensation Committee met once during the fiscal
year ended September 30, 2005.

NOMINATING COMMITTEE. The Board of Directors' 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 Nominating Committee
consists of Directors Henry V. Kahl, H. Adrian Cox and John J. Panzer, Jr. The
members of the Nominating Committee are "independent directors" as defined in
Nasdaq listing standards. The Board of Directors has adopted a Charter for the
Nominating Committee. The Nominating Committee Charter is not available on the
Company's website, but was included as an appendix to the Company's proxy
statement prepared in connection with the Company's 2005 annual meeting of
stockholders. The Nominating Committee met once during the year ended September
30, 2005.

It is the policy of the Nominating Committee to consider director
candidates recommended by security holders who appear to be qualified to serve
on the Company's Board of Directors. Any stockholder wishing to recommend a
candidate for consideration by the Nominating Committee as a possible director
nominee for election at an upcoming annual meeting of stockholders must provide
written notice to the Nominating Committee of such stockholder's recommendation
of a director nominee no later than October 1 preceding the annual meeting of
stockholders. Notice should be provided to: Corporate Secretary, BCSB Bankcorp,
Inc., 4111 E. Joppa Road, Suite 300, Baltimore, Maryland 21236. Such notice must
contain the following information:

o The name of the person recommended as a director candidate;

o 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;

o 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;

o As to the stockholder making the recommendation, the name and
address, as he or she appears on the Company's books, of such
stockholder; provided, however, that if the stockholder is not
a registered holder of the Company's common stock, the
stockholder 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

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

In its deliberations, the Nominating Committee considers a candidate's
personal and professional integrity, knowledge of the banking business and
involvement in community, business and civic affairs, and also considers whether
the candidate would provide for adequate representation of the Bank's market
area. Any nominee for director made by the Nominating Committee must be highly
qualified with regard to some or all the attributes listed in the preceding
sentence. In searching for qualified director candidates to fill vacancies in
the Board, the Nominating Committee solicits the Company's then current
directors for the names of potential qualified candidates. Moreover, the
Nominating Committee may ask its directors to pursue their own business contacts
for the names of potentially qualified candidates. The Nominating Committee
would then consider the potential pool of director candidates, select a
candidate based on the candidate's qualifications and the Board's needs, and
conduct a thorough investigation of the proposed candidate's background to
ensure there is no past history that would cause the candidate not to be
qualified to serve as a director of the Company. In the event a stockholder has
submitted a proposed nominee, the Nominating Committee would consider the
proposed nominee in the same manner in which the Nominating Committee would
evaluate nominees for director recommended by directors.

6
10

With respect 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.

BOARD POLICIES REGARDING COMMUNICATIONS WITH THE BOARD OF DIRECTORS AND
ATTENDANCE AT ANNUAL MEETINGS. The Board of Directors maintains a process for
stockholders to communicate with the Board of Directors. Stockholders wishing to
communicate with the Board of Directors should send any communication to
Corporate Secretary, BCSB Bankcorp, Inc., 4111 E. Joppa Road, Suite 300,
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
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 Stockholders 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 2005 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth the cash and
noncash compensation for the last fiscal year awarded to or earned by the
executive officers of the Company in fiscal 2005 that exceeded $100,000 for
services rendered in all capacities to the Company, the Bank and their
affiliates.

LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS
----------------------------------------- ---------------------------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) AWARDS (2) OPTIONS (#) COMPENSATION
- ------------------ ---- ------ ----- ---------------- ----------- ----------- ------------

Gary C. Loraditch 2005 $ 266,664 $ -- -- -- -- $ 24,442(3)
President 2004 255,102 38,591 -- -- -- 24,714
2003 225,875 45,732 -- -- -- 28,884

William M. Loughran 2005 185,153 -- -- 20,038(3)
Executive Vice President 2004 180,908 27,529 -- -- -- 23,632
2003 161,588 32,932 -- -- -- 25,575

David M. Meadows 2005 136,538 -- -- -- 15,111(3)
Senior Vice President, 2004 134,738 13,499 -- -- -- 17,301
General Counsel and 2003 121,384 16,152 -- -- -- 16,761
Secretary

Bonnie M. Klein 2005 127,782 -- -- -- 13,761(3)
Senior Vice President and 2004 119,444 11,514 -- -- -- 14,977
Treasurer 2003 103,300 13,262 -- -- -- 13,922

----------------------------
(1) Executive officers of the Company receive indirect compensation in the
form of certain perquisites and other personal benefits. The amount of
such benefits received by the named executive officer in fiscal 2005
did not exceed the lesser of 10% of the executive officer's salary and
bonus or $50,000.
(2) On July 24, 2002, Messrs, Loraditch, Loughran and Meadows and Ms.
Klein were awarded 2000, 2000, 1000, and 1000 shares, respectively, of
restricted Common Stock. The restricted Common Stock awarded vests at
the rate of 25% per year following the date of grant, with the first
25% having vested on July 24, 2003. As of September 30, 2005, based on
the average of the high and low sale price of the Common Stock of
$13.745, as reported on the Nasdaq National Market, the aggregate
value of the unvested 500, 500, 250 and 250 shares of restricted
Common Stock held
7
11

by Messrs. Loraditch, Loughran and Meadows and Ms. Klein,
respectively, was $6,873, $6,873, $3,436 and $3,436, respectively. In
the event the Company pays dividends with respect to its Common Stock,
when shares of restricted stock vest and/or are distributed, the
holder will be entitled to receive any cash dividends and a number of
shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of restricted Common Stock between the date
the restricted stock was awarded and the date the restricted stock is
distributed, plus interest on cash dividends, provided that dividends
paid with respect to unvested restricted stock must be repaid to the
Company in the event the restricted stock is forfeited prior to
vesting.
(3) Amounts include $14,587, $10,238, $7,937 and $7,411 of matching
contributions paid by the Bank pursuant to the Bank's 401(k) Plan for
the benefit of Messrs. Loraditch, Loughran and Meadows and Ms. Klein,
respectively, and $9,855, $9,800, $7,174 and $6,350 in stock allocated
to the accounts of Messrs. Loraditch, Loughran and Meadows and Ms.
Klein, respectively, under the ESOP, based upon the average of the
high and low sales price of the Common Stock of $13.745 as of
September 30, 2005.

FISCAL YEAR-END OPTION VALUES. The following table sets forth
information concerning the value as of September 30, 2005 of options held by the
executive officers named in the Summary Compensation Table set forth above. No
options were granted to or exercised by the named executive officers during
fiscal 2005.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
--------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------ ----------- ------------- ----------- -------------

Gary C. Loraditch 14,500 1,500 $ 47,318 $ 3,473
William M. Loughran 4,500 1,500 10,418 3,473
David M. Meadows 2,250 750 5,209 1,736
Bonnie M. Klein 2,250 750 5,209 1,736

_______________
(1) Calculated based on the product of: (a) the number of shares subject to
options, and (b) the difference between the fair market value of underlying
Common Stock at September 30, 2005, determined based on the closing sale
price of the Common Stock of $13.69 as quoted on the Nasdaq National Market
System, and the exercise prices of the options.

CHANGE-IN-CONTROL SEVERANCE AGREEMENTS. The Bank's Severance Agreements
with Officers Loraditch, Loughran, Meadows and Klein (collectively, the
"Employees") have a term ending on the earlier of (a) 36 months after their
renewal on September 28, 2005, and (b) the date on which the Employee terminates
employment with the Bank. On each annual anniversary date from the date of
commencement of the Severance Agreements, 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. An Employee becomes entitled
to collect severance benefits under the Severance Agreement in the event of the
Employee's (a) voluntary termination of employment (i) within 30 days following
a change of control, or (ii) within 30 days of certain specified events that
both occur during the Covered Period (defined below) and constitute a Change in
Duties, or (b) involuntary termination of employment for any reason other than
"for Cause" during the period that begins 12 months before a change in control
and ends 18 months after a change in control (the "Covered Period").

In the event an Employee becomes entitled to receive severance
benefits, the Employee will (i) be paid an amount equal to (i) 2.99 times the
annualized base salary 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. The Severance
Agreements provide that within 10 business days of a change of control, the Bank
shall fund, or cause to be funded, a trust in the amount necessary to pay
amounts owed to the Employees as a result of the change of control. The amount
to be paid to an Employee from this trust upon his or her termination is
determined according to the procedures outlined in the Severance Agreements, and
any money not paid to the Employee is returned to the Bank.

The aggregate payments that would be made to Officers Loraditch,
Loughran, Meadows and Klein assuming termination of employment under the
foregoing circumstances at September 30, 2005, would have been

8
12

approximately $2,141,000. These provisions may have an anti-takeover effect by
making it more expensive for a potential acquiror to obtain control of the
Company. In the event that one of these Employees prevails over the Bank in a
legal dispute as to the Severance Agreement, he or she will be reimbursed for
legal and other expenses.

DIRECTOR COMPENSATION

FEES. The Chairman of the Board of Directors receives a monthly
retainer of $1,200 per month, and all other nonemployee directors receive $1,000
per month. Each nonemployee director also receives a fee of $400 per each
regular and special Board and committee meeting attended. Directors who serve as
officers of the Company or the Bank do not receive additional compensation for
their service as directors.

DEFERRED COMPENSATION PLAN. The Bank maintains a Deferred Compensation
Plan (the "DCP") for directors and selected executive officers. 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. On each
September 30 beginning with 1998, each director participant who has between
three and 12 years of service as a director will have his account credited with
$6,222. A director participant who, after the DCP's effective date, completes
three years of service as a director, will have his account credited with
$24,000 on the September 30 following completion of three years of service. The
participant is entitled to elect to contribute deferred amounts into Company
Stock and will be paid out by delivering only Company Stock to the participants,
or they can defer their fees or compensation into a phantom investment vehicle
with the investment return of certain measurement funds, the return on which is
based upon the return on selected mutual funds. Each participant may make an
election to receive Common Stock distributions and/or cash distributions, as the
case may be, either in a lump sum or in annual installments over a period up to
ten years. During the year ended September 30, 2005, the Bank credited $24,000
under the DCP to each of Directors Kappauf and Klein.

The 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, the 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
the Bank's general creditors and are available for eventual payments to
participants.

MANAGEMENT INCENTIVE COMPENSATION PLAN. The Bank's Board of Directors
adopted the Management Incentive Compensation Plan (the "MICP"), effective
November 10, 2004, amending and restating the Incentive Compensation Plan
originally adopted by the Board of Directors on October 1, 1994. The MICP is
administered by the Executive Committee, which is appointed by the Bank's Board
of Directors. Under the MICP, each eligible employee receives annual cash bonus
awards based on the Bank's performance under criteria specified in the MICP. In
addition, pursuant to the terms of the MICP, participants may defer some or all
of their award into the DCP. During the year ended September 30, 2005, no
bonuses were awarded to any participants under the MICP.

STOCK BENEFIT PLANS. Directors are also eligible to receive awards
under the Company's stock option plan and MRP, which became effective on July
15, 1999. During the year ended September 30, 2005, directors did not receive
any awards under the option plan or the MRP.

REIMBURSEMENT FOR TAX ADVICE. The 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 the Bank and the Company. 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 the Company. No reimbursements were made by the
Bank during the year ended September 30, 2005.

9
13

TRANSACTIONS WITH MANAGEMENT

The 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 to not involve more than the normal risk of
collectibility or present other unfavorable features. Under current law, the
Bank's loans to directors and executive officers are required to be made on
substantially the same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the normal risk of
repayment or present other unfavorable features. Furthermore, all loans to such
persons must be approved in advance by a disinterested majority of the Board of
Directors. At September 30, 2005, the Bank had $1.2 million in loans outstanding
to directors and executive officers.

See "--Compensation Committee Interlocks and Insider Participation" for
information regarding a transaction between the Bank and a limited liability
company of which a director is a member.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW AND PHILOSOPHY. The Company's executive compensation policies
are established by the Compensation Committee of the Board of Directors (the
"Committee") composed of six outside directors. The Committee is responsible for
developing the Company's executive compensation policies. The Company's
President, under the direction of the Committee, implements the Company's
executive compensation policies. The Committee's objectives in designing and
administering the specific elements of the Company's executive compensation
program are as follows:

o To link executive compensation rewards to increases in
stockholder value, as measured by favorable long-term
operating results and continued strengthening of the Company's
financial condition.

o To provide incentives for executive officers to work towards
achieving successful annual results as a step in achieving the
Company's long-term operating results and strategic
objectives.

o To correlate, as closely as possible, executive officers'
receipt of compensation with the attainment of specified
performance objectives.

o To maintain a competitive mix of total executive compensation,
with particular emphasis on awards related to increases in
long-term stockholder value.

o To attract and retain top performing executive officers for
the long-term success of the Company.

o To facilitate stock ownership through the granting of stock
options.

In furtherance of these objectives, the Committee has determined that
there should be various components of executive compensation: base salary, a
cash bonus, and a stock option plan, a restricted stock plan, a 401(k) plan and
ESOP designed to provide long-term incentives through the facilitation of stock
ownership in the Company.

BASE SALARY. The Committee makes recommendations to the Board
concerning executive compensation on the basis of surveys of salaries paid to
executive officers of other savings bank holding companies, non-diversified
banks and other financial institutions similar in size, market capitalization
and other characteristics. The Committee's objective is to provide for base
salaries that are competitive with those paid by the Company's peers.

CASH BONUS. The executive officers of the Company are eligible to
receive a formula-based annual bonus pursuant to the MCIP. The Company's
executive officers can receive a maximum bonus of 22.5% of base salary for
senior vice presidents, 30.0% of base salary for executive vice presidents and
37.5% of base salary for the President and Chief Executive Officer. The actual
bonus compensation awarded is based on the achievement of three critical

10
14

minimum performance measures, which include two compliance factors and an
individual performance rating, and four key Company performance factors: return
on assets, return on equity, nonperforming loans and efficiency ratio. Each
performance factor is weighted equally (25%) and has defined thresholds set by
the board of directors. The formula is not subject to the discretion of the
Committee.

EQUITY COMPENSATION. The Committee believes that equity compensation is
also an important element of compensation because it provides executives with
incentives linked to the performance of the Common Stock. The Company awards
stock options under its stock option plan and restricted stock under the MRP and
maintains the ESOP as a means of providing employees the opportunity to acquire
a proprietary interest in the Company and to link their interests with those of
the Company's stockholders. Options are granted with an exercise price equal to
the market value of the Common Stock on the date of grant, and thus acquire
value only if the Company's stock price increases. Although there is no specific
formula, in determining the level of options granted or restricted stock awards
made under the MRP, the Committee takes into consideration an executive's
position, duties and responsibilities, the value of their services to the
Company, the Bank and the MHC and other relevant factors. No options or
restricted stock were awarded to executive officers for fiscal year ended
September 30, 2005. No options held by any executive officer of the Company were
repriced during the past fiscal year. Stock is allocated annually to all
employees including executive officers, under the ESOP in accordance with the
terms of that plan.

COMPENSATION OF THE PRESIDENT. The Committee determines the President's
compensation on the basis of several factors. In determining Mr. Loraditch's
base salary, the Committee conducted surveys of compensation paid to chief
executive officers of similarly situated savings banks and non-diversified banks
and other financial institutions of similar size. The Committee believes that
Mr. Loraditch's base salary is generally competitive with or below the average
salary paid to executives of similar rank and expertise at banking institutions
which the Committee considered to be comparable. For the fiscal year ended
September 30, 2005, Mr. Loraditch did not received bonus compensation computed
under the formula set forth in the MICP.

The Committee believes that the Company's executive compensation
program serves the Company and its shareholders by providing a direct link
between the interests of executive officers and those of shareholders generally
and by helping to attract and retain qualified executive officers who are
dedicated to the long-term success of the Company.

MEMBERS OF THE COMPENSATION COMMITTEE

H. Adrian Cox
Henry V. Kahl
P. Louis Rohe
John J. Panzer, Jr.
Michael J. Klein
William J. Kappauf, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company and the Bank had no "interlocking" relationships that
existed during the year ended September 30, 2005 in which (i) any executive
officer of the Company or the Bank served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another entity
(other than the Bank and the Company), one of whose executive officers served on
the Compensation Committee of the Company or the Bank, (ii) any executive
officer of the Company or the Bank served as a director of another entity, one
of whose executive officers served on the Compensation Committee of the Company
or the Bank, or (iii) any executive officer of the Company or the Bank served as
a member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity (other than the Company and the Bank), one of
whose executive officers served as a member of the Company or the Bank's Board
of Directors. No member of the Compensation Committee of the Company or the Bank
was (a) an officer or employee of the Company or the Bank or any of its
subsidiaries during the fiscal year ended September 30, 2005, (b) a former
officer of the Company or the Bank or any of its subsidiaries, or (c) an insider
(I.E., director, officer, director or officer nominee, greater than 5%
stockholder, or immediate family member of the foregoing) of the Company and
directly or indirectly engaged in transactions with the Company, the Bank, or
any subsidiary involving more than $60,000

11
15

during the fiscal year ended September 30, 2005, except Director Michael J.
Klein is a member holding a 20% ownership interest in Colgate Investments, LLC,
a limited liability company that owns real property that the Bank leases for a
branch office site. The Bank paid $65,000 in rent to Colgate Investments, LLC
during the year ended September 30, 2005. The remaining 80% of Colgate
Investments, LLC is owned by Mr. Klein's immediate family members.

COMPARATIVE STOCK PERFORMANCE GRAPH

The graph and table which follow show the cumulative total return on
the Common Stock during the period from September 30, 2000 through September 30,
2005 with (1) the total cumulative return of all companies whose equity
securities are traded on the Nasdaq Stock Market and (2) the total cumulative
return of savings institutions and savings institution holding companies traded
on the Nasdaq Stock Market. The comparison assumes $100 was invested on
September 30, 2000 in the Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends. The stockholder returns shown on the
performance graph are not necessarily indicative of the future performance of
the Common Stock or of any particular index.

CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
SEPTEMBER 30, 2000 THROUGH SEPTEMBER 30, 2005

[Line graph appears here depicting the cumulative total shareholder
return of $100 invested in the Common Stock as compared to $100 invested in all
companies whose equity securities are traded on the Nasdaq Stock Market and $100
invested in savings institutions and savings institutions holding companies
whose equity securities are traded on the Nasdaq Stock Market. Line graph plots
the cumulative total return from September 30, 1998 to September 30, 2004. Plot
points are provided below.]

9/30/00 9/30/01 9/30/02 9/30/03 9/30/04 9/30/05
------- ------- ------- ------- ------- -------

COMPANY $100.00 $175.88 $219.47 $292.54 $306.00 $262.83
NASDAQ $100.00 40.94 32.13 49.22 52.52 59.98
NASDAQ SAVINGS INSTITUTIONS $100.00 132.53 165.24 235.77 280.51 293.77

12
16

- --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF INDEPENDANT REGISTERED PUBLIC
ACCOUNTING FIRM
- --------------------------------------------------------------------------------

The appointment of the independent registered public accounting firm
must be approved by a majority of the votes cast by the stockholders of the
Company at the Annual Meeting. The Board of Directors recommends that
stockholders vote "FOR" the ratification of the appointment of the independent
registered public accounting firm.

Stegman & Company ("Stegman") served as the Company's independent
registered public accounting firm for the 2005 fiscal year, and the Audit
Committee of the Board of Directors has renewed the Company's arrangements with
Stegman to be the Company's independent registered public accounting firm for
the 2006 fiscal year, subject to ratification by the Company's stockholders. A
representative of Stegman will be present at the Annual Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if he
or she so desires. The representative will also be available to answer
appropriate questions.

During the Company's two fiscal years ended September 30, 2004 and 2003
and the subsequent interim period from October 1, 2004 through December 28, 2004
prior to Stegman's engagement, neither the Company, nor any party at its behalf,
consulted with Stegman regarding: (i) the application of accounting principles
to a specified transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company's financial statements; (iii) any
matter that was the subject of a disagreement with Beard Miller Company LLP
("Beard Miller") on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure; or (iv) a "reportable
event" as defined in Item 304(a)(1)(v) of Regulation S-K.

On December 14, 2004, the Company engaged Stegman as its successor
independent registered public accounting firm. On December 14, 2004, the Company
advised Beard Miller of its decision not to reengage Beard Miller for auditing
services. The engagement of Stegman and the decision not to renew the Company's
previous engagement of Beard Miller was approved by the Company's Audit
Committee on December 14, 2004 and became effective on December 28, 2004, the
date on which Beard Miller completed its audit of the Company's consolidated
financial statements as of and for the year ended September 30, 2004.

Beard Miller served as the Company's independent auditors to audit the
Company's September 30, 2004 fiscal year end. Beard Miller's reports on the
Company's financial statements for the fiscal year ended September 30, 2004 did
not contain an adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles.

During the Company's two fiscal years ended September 30, 2004 and 2003
and the subsequent interim period from October 1, 2004 through December 28, 2004
preceding Stegman's engagement, there were no disagreements with Beard Miller on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Beard Miller, would have caused Beard Miller to make
reference to the subject matter of the disagreements in their report on the
financial statements for such years.

Anderson Associates LLP ("Anderson"), independent public accountants,
served as the Company's auditors for the 2003 fiscal year. On January 2, 2004,
Anderson announced that it was joining Beard Miller to become Beard Miller's
Baltimore office. As a result, on January 2, 2004, Anderson resigned as
independent auditors of the Company. On January 2, 2004, the Company engaged
Beard Miller as its successor independent audit firm. The Company's engagement
of Beard Miller was approved by the Company's Audit Committee on January 2,
2004.

Anderson served as the Company's independent accountants to audit the
Company's consolidated financial statements as of and for the fiscal year ended
September 30, 2003. Anderson's reports on the Company's consolidated financial
statements as of and for the year ended September 30, 2003 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles.

13
17

During the Company's fiscal year ended September 30, 2003 and the
subsequent interim period from October 1, 2003 through January 2, 2004, there
were no disagreements with Anderson on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Anderson, would have
caused Anderson to make reference to the subject matter of the disagreements in
their reports on the financial statements for such years.

During the Company's two fiscal years ended September 30, 2003 and 2002
and the subsequent interim period from October 1, 2003 through January 2, 2004
prior to Beard Miller's engagement, neither the Company, nor any party at its
behalf, consulted with Stegman regarding: (i) the application of accounting
principles to a specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Company's financial
statements; (iii) any matter that was the subject of a disagreement with
Anderson on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure; or (iv) a "reportable
event" as defined in Item 304(a)(1)(v) of Regulation S-K.

- --------------------------------------------------------------------------------
REPORT OF THE AUDIT COMMITTEE
- --------------------------------------------------------------------------------

The Audit Committee of the Board of Directors (the "Audit Committee")
has:

1. Reviewed and discussed the audited financial statements for
the fiscal year ended September 30, 2005 with management of
the Company.

2. Discussed with the Company's independent registered public
accounting firm the matters required to be discussed by
Statement of Accounting Standards No. 61, as the same was in
effect on the date of the Company's financial statements; and

3. Received the written disclosures and the letter from the
Company's independent registered public accounting firm
required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as the same
was in effect on the date of the Company's financial
statements, and has discussed with the independent registered
public accounting firm the independent registered public
accounting firm's independence.

Based on the foregoing materials and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
the fiscal year ended September 30, 2005 be included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2005.

The Audit Committee has reviewed the non-audit services currently
provided by the Company's independent auditor and has considered whether the
provision of such services is compatible with maintaining the independence of
the Company's independent registered public accounting firm.

Members of the Audit Committee

Henry V. Kahl
H. Adrian Cox
John J. Panzer, Jr.
William J. Kappauf, Jr.

14
18

- --------------------------------------------------------------------------------
AUDIT AND OTHER FEES PAID TO INDEPENDENT ACCOUNTANT
- --------------------------------------------------------------------------------

The following table represents fees for professional audit services
rendered by Stegman & Company for the audit of the annual financial statements
of the Company for the year ended September 30, 2005.

2005
----

Audit fees (1) $69,419
Audit-Related Fees(2) --
Tax Services(3) 8,060
All Other Fees --

The following table represents fees for professional audit services
rendered by Beard Miller for the audit of the annual financial statements of the
Company for year ended September 30, 2004, and fees billing for other services
rendered by Beard Miller.

2005 2004
---- ----
Audit fees (1) $ -- $94,960
Audit-Related Fees(2) -- --
Tax Services(3) -- 8,980
All Other Fees -- --
_______________
(1) Audit fees consist of fees for professional services rendered
for the audit of the Company's consolidated financial
statements and review of financial statements included in the
Company's quarterly reports on Form 10-Q and services normally
provided by the independent auditor in connection with
statutory and regulatory filings or engagements.
(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 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.

- --------------------------------------------------------------------------------
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------

Pursuant to regulations promulgated under the Exchange Act, the
Company's officers and directors and all persons who own more than 10% of the
Common Stock ("Reporting Persons") are required to file reports detailing their
ownership and changes of ownership in the Common Stock (collectively,
"Reports") and to furnish the Company with copies of all such Reports that are
filed. Based solely on its review of such Reports or written representations
that no such Reports were necessary that the Company received in the past
fiscal year or with respect to the past fiscal year, management believes that
during fiscal year 2005 all Reporting Persons have complied with these
reporting requirements.

- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------

The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this proxy statement
and matters incident to the conduct of the Annual Meeting. However, if any
other matters should properly come before the Annual Meeting, it is intended
that proxies in the accompanying form will be voted in respect thereof in
accordance with the determination of a majority of the Board of Directors.

15
19

- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------

The cost of soliciting proxies will be borne by the Company. 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 Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation
therefor.

The Company's 2005 Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary of the
Company. Such Annual Report is not to be treated as a part of the proxy
solicitation materials or as having been incorporated herein by reference.

- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

For consideration at the Annual Meeting, a stockholder proposal must be
delivered or mailed to the Company's Secretary no later than January 16, 2006.
In order to be eligible for inclusion in the proxy materials of the Company for
the Annual Meeting of Stockholders for the year ending September 30, 2006, any
stockholder proposal to take action at such meeting must be received at the
Company's executive offices at 4111 E. Joppa Road, Suite 300, Baltimore,
Maryland 21236 by no later than September 8, 2006. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ David M. Meadows

David M. Meadows
SECRETARY

January 6, 2006
Baltimore, Maryland

- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- --------------------------------------------------------------------------------

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 2005 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO EACH STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY, BCSB BANKCORP, INC., 4111 JOPPA ROAD, SUITE
300, BALTIMORE, MARYLAND 21236.

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REVOCABLE PROXY

BCSB BANKCORP, INC.
BALTIMORE, MARYLAND

ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 8, 2006

The undersigned hereby appoints the Board of Directors, with full
powers of substitution, to act as attorneys and proxies for the undersigned, to
vote all shares of the common stock of BCSB Bankcorp, Inc. which the undersigned
is entitled to vote at the Annual Meeting of Stockholders, 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 8, 2006, at 4:00
p.m., Eastern time (the "Annual Meeting"), and at any and all adjournments
thereof, as follows:

VOTE
FOR WITHHELD
--- --------

1. The election as directors of all
nominees listed below (except
as marked to the contrary below). /_/ /_/

Gary C. Loraditch
William J. Kappauf, Jr.

INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY OF THE INDIVIDUALS NOMINATED, INSERT
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.

-----------------------------------------------

FOR AGAINST ABSTAIN
--- ------- -------

2. Proposal to ratify the appointment of
Stegman & Company as independent
registered public accounting firm of the
Company for the fiscal year ending
September 30, 2006. /_/ /_/ /_/

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED NOMINEES AND
THE OTHER PROPOSITION STATED.

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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES AND FOR THE OTHER PROPOSITION STATED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING MATTERS
RELATING TO THE CONDUCT OF THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Annual
Meeting or at any adjournment thereof, then the power of said attorneys and
prior proxies shall be deemed terminated and of no further force and effect. The
undersigned may also revoke his or her proxy by filing a subsequent proxy or
notifying the Secretary of his or her decision to terminate his or her proxy.

The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting and a Proxy Statement
dated January 6, 2006.

Dated: , 2006
--------------------------------

____________________________ ____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

____________________________ ____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on the enclosed card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. Corporation proxies should be signed in corporate name by an
authorized officer. If shares are held jointly, each holder should sign.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.