Exhibit 10.3



                               GUARANTEE AGREEMENT

                                 Monroe Bancorp

                            Dated as of July 24, 2006



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                                Table of Contents

                                                                           Page

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.01. Definitions and Interpretation.................................1

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.01. Powers and Duties of the Guarantee Trustee.....................4

SECTION 2.02. Certain Rights of the Guarantee Trustee........................5

SECTION 2.03. Not Responsible for Recitals or Issuance of Guarantee..........7

SECTION 2.04. Events of Default; Waiver......................................7

SECTION 2.05. Events of Default; Notice......................................8

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.01. The Guarantee Trustee; Eligibility.............................8

SECTION 3.02. Appointment, Removal and Resignation of the Guarantee Trustee..9

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.01. Guarantee......................................................9

SECTION 4.02. Waiver of Notice and Demand...................................10

SECTION 4.03. Obligations Not Affected......................................10

SECTION 4.04. Rights of Holders.............................................11

SECTION 4.05. Guarantee of Payment..........................................11

SECTION 4.06. Subrogation...................................................11

SECTION 4.07. Independent Obligations.......................................12

SECTION 4.08. Enforcement...................................................12

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.01. Limitation of Transactions....................................12

SECTION 5.02. Ranking.......................................................13

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.01. Termination...................................................13


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                                Table of Contents
                                   (continued)

                                                                           Page

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.01. Exculpation...................................................14

SECTION 7.02. Indemnification...............................................14

SECTION 7.03. Compensation; Reimbursement of Expenses.......................15

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.01. Successors and Assigns........................................16

SECTION 8.02. Amendments....................................................16

SECTION 8.03. Notices.......................................................16

SECTION 8.04. Benefit.......................................................17

SECTION 8.05. Governing Law.................................................17

SECTION 8.06. Counterparts..................................................17


















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                               GUARANTEE AGREEMENT
                               -------------------

         This GUARANTEE AGREEMENT (the "Guarantee"), dated as of July 24, 2006,
is executed and delivered by Monroe Bancorp, incorporated in Indiana (the
"Guarantor"), and Wells Fargo Bank, National Association, a national banking
association with its principal place of business in the State of Delaware, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Capital Securities (as defined herein) of
Monroe Bancorp Capital Trust I, a Delaware statutory trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of July 24, 2006, among the administrators and trustees
named therein of the Issuer, Monroe Bancorp, as sponsor, and the Holders from
time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing on the date hereof securities, having an aggregate liquidation
amount of up to $3,000,000, designated the Capital Securities (the "Capital
Securities"); and

         WHEREAS, as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to pay to the Holders of Capital
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

         SECTION 1.01. Definitions and Interpretation.

         In this Guarantee, unless the context otherwise requires:

         capitalized terms used in this Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

         a term defined anywhere in this Guarantee has the same meaning
throughout;

         all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

         all references in this Guarantee to Articles and Sections are to
Articles and Sections of this Guarantee, unless otherwise specified;

         terms defined in the Declaration as of the date of execution of this
Guarantee have the same meanings when used in this Guarantee, unless otherwise
defined in this Guarantee or unless the context otherwise requires; and

         a reference to the singular includes the plural and vice versa.


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         "Beneficiaries" means any Person to whom the Issuer is or hereafter
becomes indebted or liable.

         "Corporate Trust Office" means the office of the Guarantee Trustee at
which the corporate trust business of the Guarantee Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Guarantee is located at 919 Market Street, Suite 700,
Wilmington, DE 19801.

         "Covered Person" means any Holder of Capital Securities.

         "Debentures" means the junior subordinated debentures of Monroe
Bancorp, designated the Junior Subordinated Debt Securities due 2036, held by
the Institutional Trustee (as defined in the Declaration) of the Issuer.

         "Event of Default" has the meaning set forth in Section 2.4.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration) which are required to be paid on such Capital Securities to
the extent the Issuer has funds available in the Property Account (as defined in
the Declaration) therefor at such time, (ii) the Redemption Price (as defined in
the Indenture) to the extent the Issuer has funds available in the Property
Account therefor at such time, with respect to any Capital Securities called for
redemption by the Issuer, (iii) the Special Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property Account
therefor at such time, with respect to Capital Securities called for redemption
upon the occurrence of a Special Event (as defined in the Indenture), and (iv)
upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders of the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment, to the extent the Issuer has funds available in the Property
Account therefor at such time, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer
after satisfaction of liabilities to creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

         "Guarantee Trustee" means Wells Fargo Bank, National Association, until
a Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee and thereafter means each
such Successor Guarantee Trustee.

         "Holder" means any holder, as registered on the books and records of
the Issuer, of any Capital Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

         "Indemnified Person" means the Guarantee Trustee (including in its
individual capacity), any Affiliate of the Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Guarantee Trustee.


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         "Indenture" means the Indenture, dated as of July 24, 2006, between the
Guarantor and Wells Fargo Bank, National Association, not in its individual
capacity but solely as trustee, and any indenture supplemental thereto pursuant
to which the Debentures are to be issued to the Institutional Trustee of the
Issuer.

         "Liquidation Distribution" has the meaning set forth in the definition
of "Guarantee Payments" herein.

         "Majority in liquidation amount of the Capital Securities" means
Holder(s) of outstanding Capital Securities, voting together as a class, but
separately from the holders of Common Securities, of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

         "Obligations" means any costs, expenses or liabilities (but not
including liabilities related to taxes) of the Issuer, other than obligations of
the Issuer to pay to holders of any Trust Securities the amounts due such
holders pursuant to the terms of the Trust Securities.

         "Officer's Certificate" means, with respect to any Person, a
certificate signed by one Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee shall include:

         a statement that each officer signing the Officer's Certificate has
read the covenant or condition and the definitions relating thereto;

         a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officer's Certificate;

         a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

         a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee with direct
responsibility for the administration of any matters relating to this Guarantee,
including any vice president, any assistant vice president, any secretary, any
assistant secretary, the treasurer, any assistant treasurer, any trust officer
or other officer of the Corporate Trust Office of the Guarantee Trustee
customarily performing functions similar to those performed by any of the above
designated


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officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

         "Trust Securities" means the Common Securities and the Capital
Securities.

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

         SECTION 2.01. Powers and Duties of the Guarantee Trustee.

         This Guarantee shall be held by the Guarantee Trustee for the benefit
         of the Holders of the Capital Securities, and the Guarantee Trustee
         shall not transfer this Guarantee to any Person except a Holder of
         Capital Securities exercising his or her rights pursuant to Section
         4.4(b) or to a Successor Guarantee Trustee on acceptance by such
         Successor Guarantee Trustee of its appointment to act as Successor
         Guarantee Trustee. The right, title and interest of the Guarantee
         Trustee shall automatically vest in any Successor Guarantee Trustee,
         and such vesting and cessation of title shall be effective whether or
         not conveyancing documents have been executed and delivered pursuant to
         the appointment of such Successor Guarantee Trustee.

         If an Event of Default actually known to a Responsible Officer of the
         Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
         shall enforce this Guarantee for the benefit of the Holders of the
         Capital Securities.

         The Guarantee Trustee, before the occurrence of any Event of Default
         and after the curing or waiving of all Events of Default that may have
         occurred, shall undertake to perform only such duties as are
         specifically set forth in this Guarantee, and no implied covenants
         shall be read into this Guarantee against the Guarantee Trustee. In
         case an Event of Default has occurred (that has not been cured or
         waived pursuant to Section 2.4(b)) and is actually known to a
         Responsible Officer of the Guarantee Trustee, the Guarantee Trustee
         shall exercise such of the rights and powers vested in it by this
         Guarantee, and use the same degree of care and skill in its exercise
         thereof, as a prudent person would exercise or use under the
         circumstances in the conduct of his or her own affairs.

         No provision of this Guarantee shall be construed to relieve the
         Guarantee Trustee from liability for its own negligent action, its own
         negligent failure to act, or its own willful misconduct, except that:

         (a)      prior to the occurrence of any Event of Default and after the
                  curing or waiving of all Events of Default that may have
                  occurred:


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         (1)      the duties and obligations of the Guarantee Trustee shall be
                  determined solely by the express provisions of this Guarantee,
                  and the Guarantee Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Guarantee, and no implied covenants or
                  obligations shall be read into this Guarantee against the
                  Guarantee Trustee; and

         (2)      in the absence of bad faith on the part of the Guarantee
                  Trustee, the Guarantee Trustee may conclusively rely, as to
                  the truth of the statements and the correctness of the
                  opinions expressed therein, upon any certificates or opinions
                  furnished to the Guarantee Trustee and conforming to the
                  requirements of this Guarantee; but in the case of any such
                  certificates or opinions furnished to the Guarantee Trustee,
                  the Guarantee Trustee shall be under a duty to examine the
                  same to determine whether or not on their face they conform to
                  the requirements of this Guarantee;

         (b)      the Guarantee Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer of the
                  Guarantee Trustee, unless it shall be proved that such
                  Responsible Officer of the Guarantee Trustee or the Guarantee
                  Trustee was negligent in ascertaining the pertinent facts upon
                  which such judgment was made;

         (c)      the Guarantee Trustee shall not be liable with respect to any
                  action taken or omitted to be taken by it in good faith in
                  accordance with the written direction of the Holders of not
                  less than a Majority in liquidation amount of the Capital
                  Securities relating to the time, method and place of
                  conducting any proceeding for any remedy available to the
                  Guarantee Trustee, or exercising any trust or power conferred
                  upon the Guarantee Trustee under this Guarantee; and

         (d)      no provision of this Guarantee shall require the Guarantee
                  Trustee to expend or risk its own funds or otherwise incur
                  personal financial liability in the performance of any of its
                  duties or in the exercise of any of its rights or powers, if
                  the Guarantee Trustee shall have reasonable grounds for
                  believing that the repayment of such funds is not reasonably
                  assured to it under the terms of this Guarantee, or security
                  and indemnity, reasonably satisfactory to the Guarantee
                  Trustee, against such risk or liability is not reasonably
                  assured to it.

         SECTION 2.02. Certain Rights of the Guarantee Trustee.

         Subject to the provisions of Section 2.1:

         (a)      The Guarantee Trustee may conclusively rely, and shall be
                  fully protected in acting or refraining from acting upon, any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document believed by it to be genuine and to have been
                  signed, sent or presented by the proper party or parties.

         (b)      Any direction or act of the Guarantor contemplated by this
                  Guarantee shall be sufficiently evidenced by an Officer's
                  Certificate.


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         (c)      Whenever, in the administration of this Guarantee, the
                  Guarantee Trustee shall deem it desirable that a matter be
                  proved or established before taking, suffering or omitting any
                  action hereunder, the Guarantee Trustee (unless other evidence
                  is herein specifically prescribed) may, in the absence of bad
                  faith on its part, request and conclusively rely upon an
                  Officer's Certificate of the Guarantor which, upon receipt of
                  such request, shall be promptly delivered by the Guarantor.

         (d)      The Guarantee Trustee shall have no duty to see to any
                  recording, filing or registration of any instrument or other
                  writing (or any rerecording, refiling or reregistration
                  thereof).

         (e)      The Guarantee Trustee may consult with counsel of its
                  selection, and the advice or opinion of such counsel with
                  respect to legal matters shall be full and complete
                  authorization and protection in respect of any action taken,
                  suffered or omitted by it hereunder in good faith and in
                  accordance with such advice or opinion. Such counsel may be
                  counsel to the Guarantor or any of its Affiliates and may
                  include any of its employees. The Guarantee Trustee shall have
                  the right at any time to seek instructions concerning the
                  administration of this Guarantee from any court of competent
                  jurisdiction.

         (f)      The Guarantee Trustee shall be under no obligation to exercise
                  any of the rights or powers vested in it by this Guarantee at
                  the request or direction of any Holder, unless such Holder
                  shall have provided to the Guarantee Trustee such security and
                  indemnity, reasonably satisfactory to the Guarantee Trustee,
                  against the costs, expenses (including attorneys' fees and
                  expenses and the expenses of the Guarantee Trustee's agents,
                  nominees or custodians) and liabilities that might be incurred
                  by it in complying with such request or direction, including
                  such reasonable advances as may be requested by the Guarantee
                  Trustee; provided, however, that nothing contained in this
                  Section -------- ------- 2.2(a)(vi) shall be taken to relieve
                  the Guarantee Trustee, upon the occurrence of an Event of
                  Default, of its obligation to exercise the rights and powers
                  vested in it by this Guarantee.

         (g)      The Guarantee Trustee shall not be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Guarantee Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit.

         (h)      The Guarantee Trustee may execute any of the trusts or powers
                  hereunder or perform any duties hereunder either directly or
                  by or through agents, nominees, custodians or attorneys, and
                  the Guarantee Trustee shall not be responsible for any
                  misconduct or negligence on the part of any agent or attorney
                  appointed with due care by it hereunder.

         (i)      Any action taken by the Guarantee Trustee or its agents
                  hereunder shall bind the Holders of the Capital Securities,
                  and the signature of the Guarantee Trustee or its


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                  agents alone shall be sufficient and effective to perform any
                  such action. No third party shall be required to inquire as to
                  the authority of the Guarantee Trustee to so act or as to its
                  compliance with any of the terms and provisions of this
                  Guarantee, both of which shall be conclusively evidenced by
                  the Guarantee Trustee's or its agent's taking such action.

         (j)      Whenever in the administration of this Guarantee the Guarantee
                  Trustee shall deem it desirable to receive instructions with
                  respect to enforcing any remedy or right or taking any other
                  action hereunder, the Guarantee Trustee (A) may request
                  instructions from the Holders of a Majority in liquidation
                  amount of the Capital Securities, (B) may refrain from
                  enforcing such remedy or right or taking such other action
                  until such instructions are received and (C) shall be
                  protected in conclusively relying on or acting in accordance
                  with such instructions.

         (k)      The Guarantee Trustee shall not be liable for any action
                  taken, suffered, or omitted to be taken by it in good faith
                  and reasonably believed by it to be authorized or within the
                  discretion or rights or powers conferred upon it by this
                  Guarantee.

                  No provision of this Guarantee shall be deemed to impose any
                  duty or obligation on the Guarantee Trustee to perform any act
                  or acts or exercise any right, power, duty or obligation
                  conferred or imposed on it, in any jurisdiction in which it
                  shall be illegal or in which the Guarantee Trustee shall be
                  unqualified or incompetent in accordance with applicable law
                  to perform any such act or acts or to exercise any such right,
                  power, duty or obligation. No permissive power or authority
                  available to the Guarantee Trustee shall be construed to be a
                  duty.

         SECTION 2.03. Not Responsible for Recitals or Issuance of Guarantee.

         The recitals contained in this Guarantee shall be taken as the
         statements of the Guarantor, and the Guarantee Trustee does not assume
         any responsibility for their correctness. The Guarantee Trustee makes
         no representation as to the validity or sufficiency of this Guarantee.

         SECTION 2.04. Events of Default; Waiver.

         An Event of Default under this Guarantee will occur upon the failure of
         the Guarantor to perform any of its payment or other obligations
         hereunder.

         The Holders of a Majority in liquidation amount of the Capital
         Securities may, voting or consenting as a class, on behalf of the
         Holders of all of the Capital Securities, waive any past Event of
         Default and its consequences. Upon such waiver, any such Event of
         Default shall cease to exist, and shall be deemed to have been cured,
         for every purpose of this Guarantee, but no such waiver shall extend to
         any subsequent or other default or Event of Default or impair any right
         consequent thereon.

SECTION 2.05. Events of Default; Notice.


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         The Guarantee Trustee shall, within 90 days after the occurrence of an
         Event of Default, transmit by mail, first class postage prepaid, to the
         Holders of the Capital Securities, notices of all Events of Default
         actually known to a Responsible Officer of the Guarantee Trustee,
         unless such defaults have been cured before the giving of such notice,
         provided, however, that the Guarantee Trustee shall be protected in
         withholding such notice if and so long as a Responsible Officer of the
         Guarantee Trustee in good faith determines that the withholding of such
         notice is in the interests of the Holders of the Capital Securities.

         The Guarantee Trustee shall not be charged with knowledge of any Event
         of Default unless the Guarantee Trustee shall have received written
         notice thereof from the Guarantor or a Holder of the Capital
         Securities, or a Responsible Officer of the Guarantee Trustee charged
         with the administration of this Guarantee shall have actual knowledge
         thereof.

                                  ARTICLE III
                              THE GUARANTEE TRUSTEE

         SECTION 3.01. The Guarantee Trustee; Eligibility.

         There shall at all times be a Guarantee Trustee which shall:

         (a)      not be an Affiliate of the Guarantor; and

         (b)      be a corporation or national association organized and doing
                  business under the laws of the United States of America or any
                  state or territory thereof or of the District of Columbia, or
                  Person authorized under such laws to exercise corporate trust
                  powers, having a combined capital and surplus of at least
                  Fifty Million U.S. Dollars ($50,000,000), and subject to
                  supervision or examination by federal, state, territorial or
                  District of Columbia authority. If such corporation or
                  national association publishes reports of condition at least
                  annually, pursuant to law or to the requirements of the
                  supervising or examining authority referred to above, then,
                  for the purposes of this Section 3.1(a)(ii), the combined
                  capital and surplus of such corporation or national
                  association shall be deemed to be its combined capital and
                  surplus as set forth in its most recent report of condition so
                  published.

                  If at any time the Guarantee Trustee shall cease to be
                  eligible to so act under Section 3.1(a), the Guarantee Trustee
                  shall immediately resign in the manner and with the effect set
                  forth in Section 3.2(c).

                  If the Guarantee Trustee has or shall acquire any "conflicting
                  interest' within the meaning of Section 310(b) of the Trust
                  Indenture Act, the Guarantee Trustee shall either eliminate
                  such interest or resign to the extent and in the manner
                  provided by, and subject to, this Guarantee.


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         SECTION 3.02. Appointment, Removal and Resignation of the Guarantee
Trustee.

         Subject to Section 3.2(b), the Guarantee Trustee may be appointed or
         removed without cause at any time by the Guarantor except during an
         Event of Default.

         The Guarantee Trustee shall not be removed in accordance with Section
         3.2(a) until a Successor Guarantee Trustee has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Guarantee Trustee and delivered to the Guarantor.

         The Guarantee Trustee appointed to office shall hold office until a
         Successor Guarantee Trustee shall have been appointed or until its
         removal or resignation. The Guarantee Trustee may resign from office
         (without need for prior or subsequent accounting) by an instrument in
         writing executed by the Guarantee Trustee and delivered to the
         Guarantor, which resignation shall not take effect until a Successor
         Guarantee Trustee has been appointed and has accepted such appointment
         by an instrument in writing executed by such Successor Guarantee
         Trustee and delivered to the Guarantor and the resigning Guarantee
         Trustee.

         If no Successor Guarantee Trustee shall have been appointed and
         accepted appointment as provided in this Section 3.2 within 60 days
         after delivery of an instrument of removal or resignation, the
         Guarantee Trustee resigning or being removed may petition any court of
         competent jurisdiction for appointment of a Successor Guarantee
         Trustee. Such court may thereupon, after prescribing such notice, if
         any, as it may deem proper, appoint a Successor Guarantee Trustee.

         No Guarantee Trustee shall be liable for the acts or omissions to act
         of any Successor Guarantee Trustee.

         Upon termination of this Guarantee or removal or resignation of the
         Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay
         to the Guarantee Trustee all amounts owing to the Guarantee Trustee
         under Sections 7.2 and 7.3 accrued to the date of such termination,
         removal or resignation.

                                   ARTICLE IV
                                    GUARANTEE

         SECTION 4.01. Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
         the Holders the Guarantee Payments (without duplication of amounts
         theretofore paid by the Issuer), as and when due, regardless of any
         defense (except as defense of payment by the Issuer), right of set-off
         or counterclaim that the Issuer may have or assert. The Guarantor's
         obligation to make a Guarantee Payment may be satisfied by direct
         payment of the required amounts by the Guarantor to the Holders or by
         causing the Issuer to pay such amounts to the Holders.


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         The Guarantor hereby also agrees to assume any and all Obligations of
         the Issuer and in the event any such Obligation is not so assumed,
         subject to the terms and conditions hereof, the Guarantor hereby
         irrevocably and unconditionally guarantees to each Beneficiary the full
         payment, when and as due, of any and all Obligations to such
         Beneficiaries. This Guarantee is intended to be for the Beneficiaries
         who have received notice hereof.

SECTION 4.02. Waiver of Notice and Demand.

         The Guarantor hereby waives notice of acceptance of this Guarantee and
of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Issuer or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

SECTION 4.03. Obligations Not Affected.

         The obligations, covenants, agreements and duties of the Guarantor
under this Guarantee shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

         the release or waiver, by operation of law or otherwise, of the
         performance or observance by the Issuer of any express or implied
         agreement, covenant, term or condition relating to the Capital
         Securities to be performed or observed by the Issuer;

         the extension of time for the payment by the Issuer of all or any
         portion of the Distributions, Redemption Price, Special Redemption
         Price, Liquidation Distribution or any other sums payable under the
         terms of the Capital Securities or the extension of time for the
         performance of any other obligation under, arising out of, or in
         connection with, the Capital Securities (other than an extension of
         time for the payment of the Distributions, Redemption Price, Special
         Redemption Price, Liquidation Distribution or other sums payable that
         results from the extension of any interest payment period on the
         Debentures or any extension of the maturity date of the Debentures
         permitted by the Indenture);

         any failure, omission, delay or lack of diligence on the part of the
         Holders to enforce, assert or exercise any right, privilege, power or
         remedy conferred on the Holders pursuant to the terms of the Capital
         Securities, or any action on the part of the Issuer granting indulgence
         or extension of any kind;

         the voluntary or involuntary liquidation, dissolution, sale of any
         collateral, receivership, insolvency, bankruptcy, assignment for the
         benefit of creditors, reorganization, arrangement, composition or
         readjustment of debt of, or other similar proceedings affecting, the
         Issuer or any of the assets of the Issuer;

         any invalidity of, or defect or deficiency in, the Capital Securities;


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         the settlement or compromise of any obligation guaranteed hereby or
         hereby incurred; or

         any other circumstance whatsoever that might otherwise constitute a
         legal or equitable discharge or defense of a guarantor, it being the
         intent of this Section 4.3 that the obligations of the Guarantor
         hereunder shall be absolute and unconditional under any and all
         circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 4.04. Rights of Holders.

         The Holders of a Majority in liquidation amount of the Capital
         Securities have the right to direct the time, method and place of
         conducting any proceeding for any remedy available to the Guarantee
         Trustee in respect of this Guarantee or to direct the exercise of any
         trust or power conferred upon the Guarantee Trustee under this
         Guarantee; provided, however, that (subject to Sections 2.1 and 2.2)
         the Guarantee Trustee shall have the right to decline to follow any
         such direction if the Guarantee Trustee shall determine that the
         actions so directed would be unjustly prejudicial to the Holders not
         taking part in such direction or if the Guarantee Trustee being advised
         by legal counsel determines that the action or proceeding so directed
         may not lawfully be taken or if the Guarantee Trustee in good faith by
         its board of directors or trustees, executive committee or a trust
         committee of directors or trustees and/or Responsible Officers shall
         determine that the action or proceeding so directed would involve the
         Guarantee Trustee in personal liability.

         Any Holder of Capital Securities may institute a legal proceeding
         directly against the Guarantor to enforce the Guarantee Trustee's
         rights under this Guarantee, without first instituting a legal
         proceeding against the Issuer, the Guarantee Trustee or any other
         Person. The Guarantor waives any right or remedy to require that any
         such action be brought first against the Issuer, the Guarantee Trustee
         or any other Person before so proceeding directly against the
         Guarantor.

SECTION 4.05. Guarantee of Payment.

         This Guarantee creates a guarantee of payment and not of collection.

SECTION 4.06. Subrogation.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
of Capital Securities against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by applicable provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee, if, after giving effect to any such
payment, any amounts are due and unpaid under this Guarantee. If any amount
shall be paid to the Guarantor


                                      -11-
<PAGE>

in violation of the preceding sentence, the Guarantor agrees to hold such amount
in trust for the Holders and to pay over such amount to the Holders.

SECTION 4.07. Independent Obligations.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Capital
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.08. Enforcement.

         A Beneficiary may enforce the Obligations of the Guarantor contained in
Section 4.1 (b) directly against the Guarantor, and the Guarantor waives any
right or remedy to require that any action be brought against the Issuer or any
other person or entity before proceeding against the Guarantor.

         The Guarantor shall be subrogated to all rights (if any) of any
Beneficiary against the Issuer in respect of any amounts paid to the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by applicable provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee, if, after giving effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                   ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 5.01. Limitation of Transactions.

         So long as any Capital Securities remain outstanding, if (a) there
shall have occurred and be continuing an Event of Default or (b) the Guarantor
shall have selected an Extension Period as provided in the Declaration and such
period, or any extension thereof, shall have commenced and be continuing, then
the Guarantor may not (x) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Guarantor's capital stock or (y) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Guarantor that rank pari passu in all respects with or junior
in interest to the Debentures (other than (i) payments under this Guarantee,
(ii) repurchases, redemptions or other acquisitions of shares of capital stock
of the Guarantor (A) in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of one or more employees,
officers, directors, or consultants, (B) in connection with a dividend
reinvestment or stockholder stock purchase plan or (C) in connection with the
issuance of capital stock of the Guarantor (or securities convertible into or
exercisable for such capital stock), as consideration in an acquisition
transaction entered into prior to the occurrence of the Event of Default or the
applicable Extension Period, (iii) as a result of any exchange,
reclassification, combination or conversion of any class or series of the
Guarantor's capital stock (or any capital stock of a subsidiary of the
Guarantor) for any class or


                                      -12-
<PAGE>

series of the Guarantor's capital stock or of any class or series of the
Guarantor's indebtedness for any class or series of the Guarantor's capital
stock, (iv) the purchase of fractional interests in shares of the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (v) any declaration of a
dividend in connection with any stockholder's rights plan, or the issuance of
rights, stock or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock).

SECTION 5.02. Ranking.

         This Guarantee will constitute an unsecured obligation of the Guarantor
and will rank subordinate and junior in right of payment to all present and
future Senior Indebtedness (as defined in the Indenture) of the Guarantor. By
their acceptance thereof, each Holder of Capital Securities agrees to the
foregoing provisions of this Guarantee and the other terms set forth herein.

         The right of the Guarantor to participate in any distribution of assets
of any of its subsidiaries upon any such subsidiary's liquidation or
reorganization or otherwise is subject to the prior claims of creditors of that
subsidiary, except to the extent the Guarantor may itself be recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee will be effectively subordinated to all existing and future
liabilities of the Guarantor's subsidiaries, and claimants should look only to
the assets of the Guarantor for payments thereunder. This Guarantee does not
limit the incurrence or issuance of other secured or unsecured debt of the
Guarantor, including Senior Indebtedness of the Guarantor, under any indenture
or agreement that the Guarantor may enter into in the future or otherwise.

                                   ARTICLE VI
                                   TERMINATION

         SECTION 6.01. Termination.

         This Guarantee shall terminate as to the Capital Securities (i) upon
full payment of the Redemption Price or the Special Redemption Price, as the
case may be, of all Capital Securities then outstanding, (ii) upon the
distribution of all of the Debentures to the Holders of all of the Capital
Securities or (iii) upon full payment of the amounts payable in accordance with
the Declaration upon dissolution of the Issuer. This Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
Holder of Capital Securities must restore payment of any sums paid under the
Capital Securities or under this Guarantee.

                                  ARTICLE VII
                                 INDEMNIFICATION

         SECTION 7.01. Exculpation.

         No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission of such Indemnified Person in
good faith in accordance with this Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

         An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Issuer or the Guarantor and upon such information,
opinions, reports or statements presented to the Issuer or the Guarantor by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person's professional or expert competence and who, if selected by such
Indemnified Person, has been selected with reasonable care by such Indemnified
Person, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Capital Securities might properly be paid.

SECTION 7.02. Indemnification.

         The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any and all loss, liability,
damage, claim or expense incurred without negligence or willful misconduct on
the part of the Indemnified Person, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including but not
limited to the costs and expenses (including reasonable legal fees and expenses)
of the Indemnified Person defending itself against, or investigating, any claim
or liability in connection with the exercise or performance of any of the
Indemnified Person's powers or duties hereunder. The obligation to indemnify as
set forth in this Section 7.2 shall survive the resignation or removal of the
Guarantee Trustee and the termination of this Guarantee.

         Promptly after receipt by an Indemnified Person under this Section 7.2
of notice of the commencement of any action, such Indemnified Person will, if a
claim in respect thereof is to be made against the Guarantor under this Section
7.2, notify the Guarantor in writing of the commencement thereof; but the
failure so to notify the Guarantor (i) will not relieve the Guarantor from
liability under paragraph (a) above unless and to the extent that the Guarantor
did not otherwise learn of such action and such failure results in the
forfeiture by the Guarantor of substantial rights and defenses and (ii) will
not, in any event, relieve the Guarantor from any obligations to any Indemnified
Person other than the indemnification obligation provided in paragraph (a)
above. The Guarantor shall be entitled to appoint counsel of the Guarantor's
choice at the Guarantor's expense to represent the Indemnified Person in any
action for which indemnification is sought (in which case the Guarantor shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Person or Persons except as set


                                      -14-
<PAGE>

forth below); provided, however, that such counsel shall be satisfactory to the
Indemnified Person. Notwithstanding the Guarantor's election to appoint counsel
to represent the Indemnified Person in any action, the Indemnified Person shall
have the right to employ separate counsel (including local counsel), and the
Guarantor shall bear the reasonable fees, costs and expenses of such separate
counsel (and local counsel), if (i) the use of counsel chosen by the Guarantor
to represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the Indemnified Person and the Guarantor and the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it and/or other Indemnified Persons which are different from or
additional to those available to the Guarantor, (iii) the Guarantor shall not
have employed counsel satisfactory to the Indemnified Person to represent the
Indemnified Person within a reasonable time after notice of the institution of
such action or (iv) the Guarantor shall authorize the Indemnified Person to
employ separate counsel at the expense of the Guarantor. The Guarantor will not,
without the prior written consent of the Indemnified Persons, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Persons are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each Indemnified Person from all liability arising out of such claim, action,
suit or proceeding.

         SECTION 7.03. Compensation; Reimbursement of Expenses.

         The Guarantor agrees:

         to pay to the Guarantee Trustee from time to time such compensation for
         all services rendered by it hereunder as the parties shall agree to
         from time to time (which compensation shall not be limited by any
         provision of law in regard to the compensation of a trustee of an
         express trust); and

         except as otherwise expressly provided herein, to reimburse the
         Guarantee Trustee upon request for all reasonable expenses,
         disbursements and advances incurred or made by it in accordance with
         any provision of this Guarantee (including the reasonable compensation
         and the expenses and disbursements of its agents and counsel), except
         any such expense, disbursement or advance as may be attributable to its
         negligence or willful misconduct.

         The provisions of this Section 7.3 shall survive the resignation or
removal of the Guarantee Trustee and the termination of this Guarantee.







                                      -15-
<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

         SECTION 8.01. Successors and Assigns.

         All guarantees and agreements contained in this Guarantee shall bind
the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity or any sale, transfer
or lease of the Guarantor's assets to another entity, in each case to the extent
permitted under the Indenture, the Guarantor may not assign its rights or
delegate its obligations under this Guarantee without the prior approval of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities.

         SECTION 8.02. Amendments.

         Except with respect to any changes that do not adversely affect the
rights of Holders of the Capital Securities in any material respect (in which
case no consent of Holders will be required), this Guarantee may be amended only
with the prior approval of the Holders of not less than a Majority in
liquidation amount of the Capital Securities. The provisions of the Declaration
with respect to amendments thereof shall apply equally with respect to
amendments of the Guarantee.

         SECTION 8.03. Notices.

         All notices provided for in this Guarantee shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by first class mail, as follows:

         If given to the Guarantee Trustee, at the Guarantee Trustee's mailing
         address set forth below (or such other address as the Guarantee Trustee
         may give notice of to the Holders of the Capital Securities):

                           Wells Fargo Bank, National Association
                           919 Market Street
                           Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005





                                      -16-
<PAGE>

         If given to the Guarantor, at the Guarantor's mailing address set forth
         below (or such other address as the Guarantor may give notice of to the
         Holders of the Capital Securities and to the Guarantee Trustee):

                           Monroe Bancorp
                           210 E. Kirkwood Avenue
                           Bloomington, Indiana 47408
                           Attention: Gordon M. Dyott
                           Telecopy: (812) 331-3419
                           Telephone: (812) 331-3433

         If given to any Holder of the Capital Securities, at the address set
         forth on the books and records of the Issuer.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         SECTION 8.04. Benefit.

         This Guarantee is solely for the benefit of the Holders of the Capital
Securities and, subject to Section 2.1(a), is not separately transferable from
the Capital Securities.

         SECTION 8.05. Governing Law.

         THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.

         SECTION 8.06. Counterparts.

         This Guarantee may contain more than one counterpart of the signature
page and this Guarantee may be executed by the affixing of the signature of the
Guarantor and the Guarantee Trustee to any of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.










                                      -17-
<PAGE>

         THIS GUARANTEE is executed as of the day and year first above written.

                                                   Monroe Bancorp,
                                                    as Guarantor


                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------



                                          WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION, as Guarantee Trustee



                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------











                                      -18-