Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) Appointment of Directors.

Mr. W. Charles Rogers III was elected director of Carrollton Bancorp at the regular meeting of the board of directors on October 23, 2008. Also, Mr. Rogers was elected director of Carrollton Bank at the regular meeting of the board of directors on September 25, 2008.

Mr. Rogers, age 53, is Vice Chairman of the Board of Directors of Rogers, Moore & Rogers LLP, a law firm. He has been employed at Rogers, Moore & Rogers for twenty five years and Vice Chairman since 2000.

Ms. Bonnie Phipps was elected director of Carrollton Bancorp at the regular meeting of the board of directors on October 23, 2008 and her term will begin January 2, 2009. Also, Ms. Phipps was elected director of Carrollton Bank at the regular meeting of the board of directors on October 23, 2008.

Ms. Phipps, age 56, is the President and Chief Executive Officer of St. Agnes Hospital. Previously, she was the President and Chief Executive Officer of Saint Joseph's Health System, Atlanta, Georgia from September 2002 through December 2005.

Mr. Rogers and Ms. Phipps were not appointed to any committees of the Company's Board of Directors.

Any and all transactions between Bancorp or the Bank and these individuals or their immediate families and associates were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. In the opinion of management, any and all such loans did not involve more than normal risk of collectibility or present other unfavorable features.

Resignation of Directors. Effective October 23, 2008, Mr. Ben F. Mason retired as a director of Carrollton Bancorp after seven years of dedicated service. Mr. Mason was chairman of the compensation committee and a member of the strategic planning committee.

Mr. William C. Rogers Jr. announced on October 23, 2008 that he will be retire as a director of Carrollton Bancorp and Carrollton Bank effective December 26, 2008. Mr. Rogers became a board member in January 1955 and has faithfully served on the board of directors for over fifty-four (54) years. Mr. Rogers has served on numerous committees over the years and most recently served on the executive committee, the loan committee and the strategic planning committee.