Exhibit
10(f)


 


AMENDMENT
NO. 1


TO THE


FREDERICK
COUNTY BANK


EXECUTIVE
AND DIRECTOR DEFERRED COMPENSATION PLAN


 


Frederick County Bank (the “Employer”),
wishes to amend the Frederick County Bank Executive and Director Deferred
Compensation Plan (the “Plan”) to revise its claims procedures and its
definition of “total and permanent disability” in light of the recent release
by the U.S. Department of Labor of regulations impacting same, and to
anticipate possible future statutory or regulatory changes that may impact
certain features of the Plan.


 


Accordingly, the Plan is amended as provided
below, effective as of July 1, 2004 (except as otherwise noted herein).


 


1.                                       The second
paragraph of Section 3.1 is amended by removing the parenthetical “(as
reasonably determined by the Employer)” after the phrase “totally and
permanently disabled, the fifth paragraph of Section 3.1 is amended by
removing the parenthetical “(as reasonably determined by the Employer)” after
the phrase “total and permanent disability”, and the following new paragraph is
added at the end of Section 3.1:


 


For purposes
of this Section 3.1, total and permanent disability (and totally and
permanently disabled) means a disability with respect to which a Participant
qualifies for permanent disability benefits under the Employer’s long-term
disability plan, or, if the Participant does not participate in such a plan or
the Employer does not sponsor such a plan or discontinues to sponsor such a
plan, the Participant shall be considered disabled if he or she qualifies for
and receives Social Security disability benefits.


 


2.                                       Section 8.4
of the Plan is amended in its entirety to read as follows:


 


8.4                           CLAIMS PROCEDURE.  This Section 8.4 is based on final
regulations issued by the Department of Labor and published in the Federal
Register on November 21, 2000 and codified at section 2560.503-1 of
the Department of Labor Regulations.  If
any provision of this Section 8.4 conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.


 


(a)                            Initial Claim.  A Participant or Beneficiary (hereinafter
referred to as a “Claimant”) who believes he or she is entitled to any Plan
benefit under this Plan may file a claim with the Employer.  The Employer shall review the claim itself or
appoint an individual or an entity to review the claim.


 


The Claimant
shall be notified within ninety (90) days after the claim is filed whether the
claim is allowed or denied, unless the Claimant receives written notice from
the Employer or appointee of the Employer prior to the end of the ninety (90)
day period stating that special circumstances require an extension of the time
for decision, such extension not to extend beyond the day which is one hundred
eighty (180) days after the day the claim is filed.


 


If the
Employer denies a claim, it must provide to the Claimant, in writing or by
electronic communication:


 


(i)                                     The
specific reasons for the denial;


 


(ii)                                  A reference to the
Plan provision upon which the denial is based;


 


(iii)                               A description of any additional
information or material that the Claimant must provide in order to perfect the
claim;


 


(iv)                              An explanation of why
such additional material or information is necessary;


 


(v)                                 Notice that the
Claimant has a right to request a review of the claim denial and information on
the steps to be taken if the Claimant wishes to request a review of the claim
denial; and


 





















 


(vi)                              A statement of the
Claimant’s right to bring a civil action under ERISA section 502(a)
following a denial on review of the initial denial.


 


(b)                                       Review
Procedures.  A request for review of
a denied claim must be made in writing to the Employer within sixty (60) days
after receiving notice of denial.  The
decision upon review will be made within sixty (60) days after the Employer’s
receipt of a request for review, unless special circumstances require an
extension of time for processing, in which case a decision will be rendered not
later than one hundred twenty (120) days after receipt of a request for review.  A notice of such an extension must be
provided to the Claimant within the initial sixty (60) day period and must
explain the special circumstances and provide an expected date of decision.


 


The reviewer
shall afford the Claimant an opportunity to review and receive, without charge,
all relevant documents, information and records and to submit issues and
comments in writing to the Employer.  The
reviewer shall take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim regardless of
whether the information was submitted or considered in the initial benefit
determination.


 


Upon
completion of its review of an adverse initial claim determination, the
Employer will give the Claimant, in writing or by electronic notification, a
notice containing:


 


(i)                                     its
decision;


 


(ii)                                  the
specific reasons for the decision;


 


(iii)                               the
relevant Plan provisions on which its decision is based;


 


(iv)                              a statement that the
Claimant is entitled to receive, upon request and without charge, reasonable
access to, and copies of, all documents, records and other information in the
Plan’s files which is relevant to the Claimant’s claim for benefits;


 


(v)                                 a statement describing
the Claimant’s right to bring an action for judicial review under ERISA  section 502(a); and


 


(vi)                              if an internal rule,
guideline, protocol or other similar criterion was relied upon in making the
adverse determination on review, a statement that a copy of the rule,
guideline, protocol or other similar criterion will be provided without charge
to the Claimant upon request.


 


(c)                                  Calculation of
Time Periods.  For purposes of the
time periods specified in this Section, the period of time during which a
benefit determination is required to be made begins at the time a claim is
filed in accordance with the Plan procedures without regard to whether all the
information necessary to make a decision accompanies the claim.  If a period of time is extended due to a
Claimant’s failure to submit all information necessary, the period for making
the determination shall be tolled from the date the notification is sent to the
Claimant until the date the Claimant responds.


 


(d)                                 Failure of Plan to
Follow Procedures.  If the Plan fails
to follow the claims procedures required by this Section, a Claimant shall be
deemed to have exhausted the administrative remedies available under the Plan
and shall be entitled to pursue any available remedy under ERISA section 502(a)
on the basis that the Plan has failed to provide a reasonable claims procedure
that would yield a decision on the merits of the claim.


 


(e)                                  Failure of
Claimant to Follow Procedures.  A
Claimant’s compliance with the foregoing provisions of this Section 8.4 is
a mandatory prerequisite to the Claimant’s right to commence any legal action
with respect to any claim for benefits under the Plan.


 


3.                                       A new Section 9.3
is added to the Plan to read as follows:


 


9.3                                 CHANGES IN LAW
AFFECTING TAXABILITY.  This Section shall
become operative upon the enactment of any change in applicable statutory law
or the promulgation by the Internal Revenue Service of a final regulation 


 


2





















 


or other pronouncement having the force of law, which statutory law, as
changed, or final regulation or pronouncement, as promulgated, would cause any
Participant to include in his or her federal gross income amounts accrued by
the Participant under the Plan on a date (an “Early Taxation Event”) prior to
the date on which such amounts are made available to him or her hereunder.


 


(a)                                  Affected Right or
Feature Nullified.  Notwithstanding
any other Section of this Plan to the contrary (but subject to subsection (b),
below), as of an Early Taxation Event, the feature or features of this Plan
that would cause the Early Taxation Event shall be null and void, to the
extent, and only to the extent, required to prevent the Participant from being
required to include in his or her federal gross income amounts accrued by the
Participant under the Plan prior to the date on which such amounts are made
available to him or her hereunder.  If
only a portion of a Participant’s Account is impacted by the change in the law,
then only such portion shall be subject to this Section, with the remainder of
the Account not so affected being subject to such rights and features as if the
law were not changed.  If the law only
impacts Participants who have a certain status with respect to the Employer,
then only such Participants shall be subject to this Section.


 


(b)                                 Tax Distribution.  If an Early Taxation Event is earlier than
the date on which the statute, regulation or pronouncement giving rise to the
Early Taxation Event is enacted or promulgated, as applicable (i.e., if the
change in the law is retroactive), there shall be distributed to each
Participant, as soon as practicable following such date of enactment or
promulgation, the amounts that became taxable on the Early Taxation Event.


 


In all other respects, the Plan shall remain unchanged


 


IN WITNESS WHEREOF,
the Employer has caused this Amendment No. 1 to be duly executed, effective as
specified herein.


 


 


	
  ATTEST/WITNESS:

  	
  FREDERICK COUNTY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lisa M. Hamilton

  	
   

  	
  By: 

  	
  /s/ William R. Talley, Jr.

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
  Lisa M. Hamilton

  	
   

  	
  Print Name:

  	
  William R. Talley, Jr.

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  June 28, 2004

  	
   

  	
  Print Title:

  	
  EVP & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  June 28, 2004

  	
   

  
											



 


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