A dissident shareholder group has filed a class action against two Mason-Dixon Bancshares executives, alleging that they violated their duty to shareholders by not considering possible mergers or acquisitions.

Dubbing themselves Concerned Shareholders Group, 19 stockholders charged that Mason-Dixon chief executive officer Thomas Ferguson and chairman William Dulany were "roadblocks" preventing the board from hearing about merger inquiries by other financial institutions. The group estimated that shareholders may have lost $98 million.

In the lawsuit filed in U.S. District Court in Baltimore, the shareholders group seeks the removal of Mr. Ferguson and Mr. Dulany.

Concerned Shareholders Group, which owns 5% of the common stock, also filed a separate action against Mason-Dixon itself, claiming that it had violated securities law by making "false and misleading statements" to the press. The group won a temporary restraining order that will delay Mason- Dixon's proxy materials from being mailed out this week.

The shareholders lawsuits come after a Feb. 28 federal judge's decision, in a lawsuit filed by Mason-Dixon, that the dissident shareholders had made misleading statements about the bank.

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