Exhibit 10(xii)
---------------

              2005 Schedule of Named Executive Officer Compensation
              -----------------------------------------------------

2005 Salary.  Following are the 2005 salaries for the Corporation's named
executive officers:
<TABLE>
<CAPTION>
   Name and Principal Position                                                  Salary
   ---------------------------                                                  ------
<S>                                                                             <C>
   Mark D. Bradford, President, CEO and Director                                $165,000

   John E. Christy, President, Central Indiana Region                           $126,072

   Gordon M. Dyott, Executive Vice President, Chief Financial Officer           $126,072

   Robert J. Krupka, Senior Vice President, Lending                             $126,072

   R. Scott Walters, Senior Vice President, Financial Management Services       $105,060
</TABLE>

Monthly and Annual Variable Incentive Compensation. The Named Executive Officers
are also compensated under the monthly and annual variable incentive
compensation program.

The monthly component of incentive compensation provides the executives with a
fixed amount each month if the Bank's year to date net income exceeded the
Bank's budgeted net income as of the end of the specific month. For 2005, Mr.
Bradford is eligible to receive $2,500 per month under this component of
incentive compensation; Mr. Dyott is eligible to receive $2,000 per month; Mr.
Walters is eligible to receive $1,000 per month; Mr. Krupka is eligible to
receive $1,000 per month; and Mr. Christy is eligible to receive $1,000 per
month.

Under the annual variable incentive compensation component of the program, there
is specified a percentage of the annual increase in the Bank's modified pre-tax
net income over the prior year's modified pre-tax net income that each executive
officer will receive. The Bank's pre-tax net income is modified by adding to
pre-tax net income the amount of monthly and annual incentive compensation
expense paid to the executive officers. These amounts will not be paid until the
Bank's final performance results for 2005 have been determined.

The target payout for each officer participating in the program is based upon
bonus targets for equivalent positions at peer group companies. For 2005, the
target payout for Mr. Bradford is 28.4% of his base salary; the target payout
for Mr. Dyott is 29.7% of his base salary; the target payout for Mr. Walters is
17.8% of his base salary; the target payout for Mr. Krupka is 14.7% of his base
salary; and, the target payout for Mr. Christy is 14.7% of his base salary.

1999 Management Stock Option Plan.
---------------------------------

Named executive officers are eligible to participate in the 1999 Management
Stock Option Plan of Monroe Bancorp ("Management Plan"). The Management Plan
provides for the grant of (i) incentive stock options ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code ("Code") and (ii)
nonqualified stock options ("NSOs") to officers and key employees of the
Corporation or any of its subsidiaries, as selected by the administrative
committee of the Management Plan.

The option price per share of the Corporation's common stock will not be less
than the fair market value of one share of the Corporation's common stock on the
date the stock option is granted.

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<PAGE>

The Management Plan will expire on December 31, 2009; after that date, no
options will be granted under the Management Plan. However, options granted
prior to that date will remain in effect in accordance with their terms.

Other Employee Benefit Plans.
-----------------------------

         Thrift Plan. The Corporation maintains a Thrift Plan in which
substantially all employees may participate. Under this plan, the Corporation
contributes 100% of each participant's compensation deferral contributions up to
3% of the participant's total compensation plus 50% of each participant's
compensation deferral contributions which exceed 3% of the participant's total
compensation but which do not exceed 5% of the participant's total compensation.

         Employee Stock Ownership Plan. The Corporation maintains an Employee
Stock Ownership Plan ("ESOP") in which substantially all employees may
participate. The ESOP invests primarily in the stock of the Corporation. The
amount of contributions by the Corporation to the ESOP, when they are made, is
determined by the Board of Directors of the Corporation. Upon termination of
employment, shares allocated to participants are distributed to them from the
plan.

          Other Benefits. At various times in the past the Corporation has
adopted certain broad based employee benefit plans in which executive officers
are permitted to participate on the same terms as non-executive employees who
meet applicable eligibility criteria, subject to any legal limitations on the
amount that may be contributed or the benefits that may be payable under the
plans. The Corporation also provides medical and defined contribution plans to
the executive officers that are generally available to the other Corporation
employees.















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