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                                                                    EXHIBIT 10.4

Monroe Bank & Trust Director Death Benefit Only Plan

The following agreement was entered into by the Bank and each of its ten
directors:

       1.   Peter H. Carlton
       2.   H. Douglas Chaffin
       3.   Joseph S. Daly
       4.   Thomas M. Huner
       5.   Rocque E. Lipford
       6.   William D. McIntyre, Jr.
       7.   Michael J. Miller
       8.   Debra J. Shah
       9.   Philip P. Swy
       10.  Karen M. Wilson

      Management of Monroe Bank has been working to restructure the current
Split Dollar Life Insurance Agreement ("SDLI"). The reason for this
restructuring is twofold. First, under the current SDLI Agreement, an
endorsement split dollar arrangement is utilized, which subjects the participant
to taxes on imputed income each year. In the later years, this cost can be
significant. Second, Monroe Bank has been purchasing Bank Owned Life Insurance
policies that are not properly aligned with the participant's benefit, making it
difficult to continue to purchase such coverage due to restrictions on how much
life insurance the bank may own.

      The new Death Benefit Only Plan addresses both of these issues. Under the
new Plan, participants will no longer be subject to being taxed on imputed
income. In addition, the bank will purchase new life insurance policies that
more closely align with participant benefits, and thus will be better able to
properly finance the benefits.

      Your benefits will not change. Monroe Bank values your contribution and
thus is pleased to provide its key executives with this continued benefit. This
communication packet will provide you with additional information on this new
plan. Included in the packet is an overview of the new plan, as well as a
Question & Answer section. Please read this material, then complete the
documents/forms listed below.

Steps to Implement the New DBO Plan

- Review the enclosed Plan Overview and Questions & Answers

- Complete the Consent to Insure form, providing information where indicated,
and sign.

- Sign the Participation Agreement, indicating your acknowledgement that the
current SDLI Agreement will be terminated and that the new DBO Plan will be
implemented.

- Place these forms in the pre-addressed envelope provided and return to Monroe
Bank.

If you should have any questions regarding the plan, please feel free to call.

Plan Overview
Split Dollar Life Insurance Agreement

The current Split Dollar Life Insurance Agreement ("SDLI") is provided through
an endorsement split dollar life insurance policy with the economic benefit of
the policy death benefit imputed as taxable income annually. The benefit
provided is a multiple of base salary, per the schedule below:

Years of Service            Amount
Less than three years       $  500,000
Three to six years          $  600,000
Six to ten years            $  750,000
Ten plus years              $1,000,000

The cost to the participant for this plan is the tax on the imputed income
assessed to the participant until the benefit is actually paid at the
participant's death.

Effective March 1, 2006, the SDLI Agreement will be terminated, and replaced
with a similar benefit.

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New Death Benefit Only Plan

Participant Benefits

Participant benefits will be unchanged from the current plan. Under the new
Death Benefit Only ("DBO") Plan, participants will be provided a death benefit
per the following schedule:

Years of Service            Amount
Less than three years       $  500,000
Three to six years          $  600,000
Six to ten years            $  750,000
Ten plus years              $1,000,000

Implementation of the New SMLIP

The new DBO Plan will be implemented effective March 1, 2006. In order to
implement the new DBO Plan, participants must complete the necessary forms to be
insured under a new policy, and must sign a Participant Agreement.

Cost to the Participant

Under the new DBO Plan, participants will no longer have imputed income
calculated that is subject to income taxes. The new death benefit will be paid
to the participant's designated beneficiary, and will be fully subject to income
taxes. As a result, Monroe Bank will gross up the amount payable for the tax
cost on the benefit paid. As a result, the participant's beneficiary will
receive an after-tax benefit that is equal to the benefit under the current
plan.

Questions & Answers

1.    Q: Why is the current SDLI Agreement being replaced with a new DBO Plan?

      A: The current SDLI Agreement uses an endorsement split dollar approach.
The bank is the owner of a life insurance policy, with a portion of the death
benefit endorsed to the participant. Each year, the participant has an imputed
income from his/her portion of the death benefit. The participant is then
subject to income taxes on this imputed income. In the later years of the
participant's life, this imputed income can become very costly to the
participant, who must pay taxes on this amount. The new plan eliminates this
imputed income, and thus the related income taxes. In addition, the bank was
utilizing certain BOLI policies to finance the SDLI Agreement, making it
difficult to align the policy with the benefit being provided. Under the new
arrangement, the bank will purchase specially designed life insurance policies
that more closely align with the benefits being provided.

2.    Q: Will the new DBO Plan change my benefit?

      A: No. Your current benefit will not change as a result of the new DBO
Plan. Your designated beneficiary will still receive from Monroe Bank a benefit
based on the following schedule:

Years of Service            Amount
Less than three years       $  500,000
Three to six years          $  600,000
Six to ten years            $  750,000
Ten plus years              $1,000,000

3.    Q: How is the new DBO Plan structured?

      A: Monroe Bank will purchase a life insurance policy, of which
Monroe Bank will be the owner and beneficiary, and you will be the insured. The
death benefits will be payable to your designated beneficiary, and will be fully
taxable to the recipient. Monroe Bank will gross up the amount payable for the
tax cost on the benefit paid. As a result, the participant's beneficiary will
receive an after-tax benefit that is equal to the benefit under the current
plan.

4.    Q: Will I have any ownership rights to the policy that is owned by Monroe
      Bank?

      A: No. Monroe Bank will be the owner and beneficiary of the policies.
Participants will have a right to expect the benefit to be paid by Monroe Bank.
However, you will have no ownership rights to the life insurance policies.

5.    Q: What will be my cost in the new DBO Plan?

      A: The participant will incur no cost in the new Plan. At the end of 2006,
imputed income will be calculated based on the period from January 1, 2006 to
February 28, 2006, the date the SDLI Agreement will be terminated. Income taxes
will be due on the amount of the imputed income. As of March 1, 2006, imputed
income calculations will cease.

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6.    Q: How am I involved in the restructuring of the SMLIP?

      A: You must complete a Participation Agreement authorizing the release of
your participation in the current split dollar agreement. In addition, you will
need to complete other insurance forms being provided to you.

7.    Q: Is a medical examination necessary to obtain these new policies?

      A: No. You will not be required to take a medical examination.

8.    Q: Will my health affect my benefit in the restructured DBO?

      A: No. Regardless of your health, Monroe Bank will provide the promised
benefit.

Participation Agreement
For Executives currently participating in the Split Dollar Life Agreement

I. I acknowledge that communication materials have been presented to me and I
understand the terms and conditions of the new Death Benefit Only ("DBO") plan.

II. I acknowledge that the Split Dollar Life Insurance Agreement set up for me
by Monroe Bank & Trust, will terminate, and a new DBO plan will be implemented.

III. I acknowledge that I will complete any and all insurance underwriting
requirements, including, but not necessarily limited to, written applications,
medical exams or verbal questionnaires.

IV. I acknowledge Monroe Bank will take any and all steps necessary to implement
the new DBO Plan by having a new Corporate Variable Universal Life insurance
policy issued by Sun Life Insurance Company. I understand that Monroe Bank will
be the sole owner and beneficiary of the policy.

V. I understand that my benefit is an obligation to pay by Monroe Bank and
whereby any assets purchased to finance this benefit are to be solely owned by
Monroe Bank.

VI. I understand that nothing in the new DBO Plan or this form shall be
considered to be a contract of employment between Monroe Bank and myself. I also
understand that nothing contained in the new DBO Plan or this form shall give me
the right to be retained as a employee of Monroe Bank or to interfere with the
right of Monroe Bank to release me or any other employee at any time, nor shall
it give Monroe Bank the right to require me or any employee to remain contracted
to it or to interfere with my or any employee's right to terminate employment
status at any time.

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Full Name of Participant

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Signature of Participant    Date

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