Exhibit 10.37


 


LIFE INSURANCE


 


ENDORSEMENT METHOD SPLIT DOLLAR


 


PLAN AGREEMENT


 


	Insurers: 	NYL;	GWL;	Ohio Nat’l; 	John Hancock;	 Midland Nat’l


 


	Policy Number(s) 	77253546;	85270625;	C 6952615;	BL 09727240:	695008


 


	Bank:	Community Bank of Tri County
	 	 
	Insured:	Todd Capitani


 


	Relationship of Insured to Bank:	Executive


 





The respective rights and duties of the
Bank and the Insured in the above referenced policy shall be pursuant to the terms set forth below:




 


	 	I.	DEFINITIONS


 


Refer to the policy contract for the definition
of all terms in this Agreement other than the following:


 


“Normal Retirement” shall be
defined to mean the Insured remains employed by the Bank until at least age 65.


 


	 	II.	 POLICY TITLE AND OWNERSHIP


 


Title and ownership shall reside in the
Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its
interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with
the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy,
then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to
the terms of this Agreement.


 




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	 	III.	BENEFICIARY DESIGNATION RIGHTS


  


The Insured (or assignee) shall have the
right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death
of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have
in such proceeds, as provided in the Agreement.


 


	 	IV.	PREMIUM PAYMENT METHOD


 


The Bank shall pay an amount equal to the
planned premiums and any other premium payments that might become necessary to keep the policy in force.


 


	 	V.	TAX TREATMENT


 


It is agreed by and between the parties
hereto that, because the arrangement established pursuant to this Agreement provides only death benefits by use of a Bank-owned
policy, it is properly reportable and taxable, for income and payroll tax purposes, under the “economic benefit” regime
of the IRS’s 2003 final split dollar regulations, and it should not be considered a nonqualified deferred compensation plan subject
to the restrictions of section 409A of the Internal Revenue Code. Accordingly, annually the Insured will receive a taxable benefit
equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank (or its administrator) will report
to the Insured the amount of imputed income each year on Form W-2 or its equivalent. No further amounts are reportable in respect
of this Agreement.


 


	 	VI.	DIVISION OF DEATH PROCEEDS


 


Subject to Paragraphs VII and IX herein,
the division of the death proceeds of the policy is as follows:


 


	 	A.	Should the Insured be employed by the Bank at the time of death, the Insured’s beneficiary (ies), designated in accordance with Paragraph III, shall be entitled to an amount equal to the lesser of $500,000 or the net amount at risk insurance portion of the proceeds. The net amount at risk portion is the total proceeds less the cash value of the policy.


 


		B.	If the Insured has qualified for Normal Retirement as defined in Paragraph I at the time of death, the Insured’s beneficiary (ies), designated in accordance with Paragraph I and Paragraph III, shall be entitled to an amount equal to the lesser of $ 100,000 or the net amount at risk insurance portion of the proceeds. The net amount at risk portion is the total proceeds less the cash value of the policy.


 


	 	C.	The Bank shall be entitled to the remainder of such proceeds.


 




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	 	D.	The Bank
    and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due
    each respectively bears to the total proceeds, excluding any such interest.


 


	 	VII.	DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY


 


The Bank shall at all times be entitled
to the policy’s entire cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or
cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of
the date of surrender or death as the case may be. Neither the Insured nor the Insured’s assignee shall at any time have any interest
in the policy’s cash value.


 


	 	VIII.	RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS


 


In the event the policy involves an endowment
or annuity element, the bank’s right and interest in any endowment proceeds or annuity benefits, on expiration of the deferment
period, shall be determined under the provisions of this Agreement by regarding such endowment proceeds of the commuted value of
such annuity benefits as the policy’s cash value. Such endowment proceeds or annuity benefits shall be considered to be like death
proceeds for the purposes of division under this Agreement.


 


	 	IX.	TERMINATION OF AGREEMENT


 


This Agreement shall terminate upon the
occurrence of any one of the following:


 


		A.	The Insured
    shall leave the employment of the Bank voluntarily or involuntarily at any time.
	 	 	 
		B.	Surrender, lapse, or
    other termination of the Policy by the Bank.


 


Upon such termination, the Insured (or
assignee) shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the policy in consideration
of a cash payment to the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be
the greater of:


 


	 	1.	The cash value of the policy on the date of such assignment, as defined in this Agreement; or
	 	 	 
	 	2.	The amount of the premiums that have been paid by the Bank prior to the date of such assignment.


 




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If, within said fifteen (15) day period,
the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall
terminate, the Insured (or assignee) shall have no payment obligation hereunder and the Insured (or assignee) agrees that all of
the Insured’s rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement.


 


The Insured expressly agrees that this
Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of
the policy as set forth herein. Except as provided above, this Agreement shall terminate upon distribution of the death benefit
proceeds in accordance with Paragraph VI above.


 


	 	X.	INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS


 


The Insured may not, without the written
consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject policy
nor any rights, options, privileges or duties created under this Agreement.


 


	 	XI.	AGREEMENT BINDING UPON THE PARTIES


 


This Agreement shall bind the Insured and
the Bank, their heirs, successors, personal representatives and assigns.


 


	 	XII.	ERISA PROVISIONS


 


The following provisions are part of this
Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”):


 


	 	A.	Named Fiduciary and Plan Administrator: 


 


The “Named Fiduciary and Plan
Administrator” of this Endorsement Method Split Dollar Agreement shall be the Executive Committee of the Board of Trustees
of the Bank. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control, and administration
of this Split Dollar Plan as established herein. The Named Fiduciary may delegate to others certain aspects of the management and
operation responsibilities of the Plan, including the employment of the advisors and the delegation of any ministerial duties to
qualified individuals.


 


	 	B.	Funding Policy: 


 


The funding policy for this Split
Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required.


 




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	 	C.	Basis of Payment of Benefits: 


 


Direct payment by the Insurer is
the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiums as provided
in this Agreement.


 


	 	D.	Claim Procedures: 


 


Claim forms or claim information
as to the subject policy can be obtained by contacting The Pangburn Group at 800-634-3287. When the Named Fiduciary has a claim
which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they
will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what
further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit
check will be issued in accordance with the terms of this Agreement.


 


In the event that a claim is not
eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms
of the policy. If the Named Fiduciary is dissatisfied with the denial of claim and wishes to contest such claim denial, they should
contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer’s actions
should be in writing and submitted to the office named above for transmittal to the Insurer.


 


	 	XIII.	GENDER


 


Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.


 


	 	XIV.	INSURANCE COMPANY NOT PARTY TO THIS AGREEMENT


 


The Insurer shall not be deemed a party
to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement.
Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.


 


	 	XV.	AMENDMENT OR REVOCATION


 


It is agreed by and between the parties
hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, in whole or in
part, by the mutual written consent of the Insured and the Bank.


 




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	 	XVI.	EFFECTIVE DATE


 


The effective date of this Agreement shall be the 1st
day of September 2010.


 


		SEVERABILITY	AND INTERPRETATION



 


If a provision of this Agreement
is held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms. Further,
in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application
to the extent necessary to make the provision enforceable to law and enforced as amended.


 


	 	XVII.	APPLICABLE LAW


 


The validity and interpretation of this Agreement shall
be governed by the laws of the State of Maryland, except to the extent preempted by federal law.


 


Executed at Waldorf, MD on the 3rd day
of March, 2011.


 





	 	Community Bank of TRI-Country, Waldorf, MD
	 	 
	Laura Hewitt	 	By:	/s/ Todd L. Capitani	SR FINANCIAL OFFICER
	Witness	 	 	Title
	 	 	 	 
	 	 	 	 
	Witness	 	 	 







 




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