Exhibit 10.14

Change in Control Agreement

AGREEMENT

BETWEEN

F&M BANCORP
FARMERS & MECHANICS BANK

AND

AGREEMENT, dated as of the            day
of                        20    , between F&M Bancorp, a
Maryland corporation, Farmers & Mechanics Bank, a Maryland state-chartered bank (together or separately hereinafter referred to as the "Employers") and (the "Executive").

WITNESSETH:

WHEREAS, the Executive is presently an executive officer of the Employers; and

WHEREAS, the Employers desire to be ensured of the Executive's continued active participation in the business of the Employers; and

WHEREAS, in order to induce the Executive to remain in the employ of the Employers and in consideration of the Executive's agreeing to
remain in the employ of the Employers, the parties desire to specify the severance benefits which shall be due the Executive in the event that the Executive's employment with the Employers is
terminated under specified circumstances detailed herein:

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows:

1.Definitions.The following words and terms shall have the meanings set forth below
for the purposes of this Agreement:

(a)  Average
Annual Compensation. The Executive's "Average Annual Compensation" for purposes of this Agreement shall be deemed to mean the average level of compensation paid
to the Executive by the Employers or any subsidiary thereof during the three consecutive calendar years preceding the Date of Termination which yield the highest such average. If the Executive has
worked for less than three consecutive calendar years, the "Average Annual Compensation" shall mean the sum of total compensation received, divided by the number of months worked, and multiplied by
12. Alternatively, at the Executive's election, the Executive's compensation for the 12 calendar months prior to the Change-In-Control may be used to constitute "Average Annual
Compensation." Compensation shall include base salary and bonuses under the Incentive Compensation Program originally adopted in 1996 and any other employee benefit plans of the Employers.
Compensation shall not include fringe benefits such as automobiles or other perquisites, but shall include any pre-tax reduction for contributions to any tax qualified retirement plan,
deferred compensation plan, or flexible benefits plan.

(b)  Cause.
Cause shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive's duties with the Employers (other than any
such failure resulting from the Executive's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Board of Directors of
F&M Bancorp, which demand specifically identifies the manner in which the Board of Directors of F&M Bancorp believes that the Executive has not substantially performed the Executive's duties or
(ii) the engaging by the Executive in conduct which is demonstrably and materially injurious to the Employers or their subsidiaries, monetarily or otherwise. For purposes of clauses
(i) and (ii) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive

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not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Employers.

(c)  Change-in-Control
of the Employers. Change-in-Control shall be deemed to have occurred if the event set forth in any one
of the following paragraphs shall have occurred relative to either or both of the Employers:



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A
"Potential Change-in-Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:



(d)Code.Code shall mean the Internal Revenue Code of 1986, as amended.

(e)Date of Termination."Date of Termination" shall mean:



(f)Disability.Termination by the Employers of the Executive's employment based on
"Disability" shall mean termination because of any physical or mental impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan
maintained by the Employers or, if no such plan applies, which would qualify the Executive for disability benefits under the Federal Social Security System.

(g)Good Reason.Termination by the Executive of the Executive's employment for "Good
Reason" shall mean termination by the Executive based on:



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(h)IRS.IRS shall mean the Internal Revenue Service.

(i)Notice of Termination.Any purported termination by the Employers for Cause,
Disability or Retirement or by the Executive for Good Reason shall be communicated by written "Notice of Termination" to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which:



2.Benefits Upon Termination.If the Executive's employment by the Employers shall be
terminated subsequent to a Change-in-Control or Potential Change-In-Control of the Employers (i) by the Employers other than for Cause,
Disability, or as a result of the Executive's death, or (ii) by the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable, pay
to the Executive, in a lump sum within five (5) business days following the Date of Termination, a cash amount equal to the sum of 3.0 times the Executive's Average Annual Compensation plus the
cash value of the Executive's unused vacation calculated by multiplying the number of unused hours by the Executive's hourly compensation expressed as a fraction the numerator of which is the
Executive's Average Annual Compensation and the denominator of which is 2080, plus a pro-rata bonus for the year of termination based on the amount of the prior year's bonus multiplied by
the fraction of the year concluded between January 1 and the Date of Termination.

3.Excise Tax Payment Provision

A.    1.
Whether or not the Executive becomes entitled to payments under this Agreement, if any of the payments or benefits received or to be received by the Executive in
connection with a Change-in-Control
or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employers, any Person whose actions result in a
Change-in-Control or any Person affiliated with the Employers or such Person) (such payments or benefits, excluding the Excise Tax Payment, being hereinafter referred to as the
"Total Payments") will be subject to any excise tax imposed under Section 4999 of the Code (the "Excise Tax"), the Employers shall pay to the Executive an additional amount (the "Excise Tax
Payment") equal to the Excise Tax imposed.



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B.    The
payments provided in Section 3A. shall be made not later than the fifth (5th) day following the Date of Termination;
provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Employers shall pay to the
Executive on such day an estimate of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid
remainder (or on all such payments to the extent the Employers fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall
constitute a loan by the Employers to the Executive, payable on the fifth (5th) business day after demand by the Employers (together with interest at 120% of the rate provided in
section 1274(b)(2)(B) of the Code.) At the time that payments are made under this Agreement, the Employers shall provide the Executive with a written statement setting forth the manner in which
such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Employers has received from Tax Counsel, the Auditor or other advisors
or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

4.Mitigation; Exclusivity of Benefits.

(a)  The
Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits
be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination or otherwise.

(b)  The
specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon a termination of employment with
the Employers pursuant to employee benefit plans of the Employers or otherwise.

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5.Withholding.All payments required to be made by the Employers hereunder to the
Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Employers may reasonably determine should be withheld pursuant to any
applicable law or regulation.

6.Assignability.The Employers may assign this Agreement and their rights hereunder in
whole, but not in part, to any corporation, bank or other entity with or into which the Employers may hereafter merge or consolidate or to which the Employers may transfer all or substantially all of
their assets, if in any such case said corporation, bank or other entity shall by operation of law or expressly in writing assume all obligations of the Employers hereunder as fully as if it had been
originally made a party hereto, but may not otherwise assign this Agreement or their rights hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder.

7.Notice.For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below:

| | To the Employers: |  | F&M Bancorp
Attn: Faye E. Cannon, President
P.O. Box 518
Frederick, Maryland 21705
| | ----------------- |  | ----------------------------------------------------------------------------------
| | To the Executive: |  |                                                                                   

8.Amendment; Waiver.No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer or officers as may be specifically designated by the Boards of Directors of
the Employers to sign on their behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

9.Governing Law.The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Maryland.

10.Nature of Employment and Obligations.

(a)  Nothing
contained herein shall be deemed to create other than a terminable at will employment relationship between the Employers and the Executive, and the Employers
may, subject to such other arrangements as may exist between the Employers and the Executive, terminate the Executive's employment at any time, subject to providing any payments specified herein in
accordance with the terms hereof.

(b)  Nothing
contained herein shall create or require the Employers to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that
the Executive acquires a right to receive benefits from the Employers hereunder, such right shall be no greater than the right of any unsecured general creditor of the Employers.

(c)  The
obligations of the Employers under the terms of this Agreement shall be enforceable by the Executive on the basis of the respective Employers' joint and severable
liability.

11.Term of Agreement.This Agreement shall terminate three (3) years after the
date first above written; provided that on or prior to the first anniversary of the date first above written and each anniversary thereafter, the Boards of Directors of the Employers shall consider
(with appropriate corporate documentation thereof, and after taking into account all relevant factors, including Executive's performance as an employee) renewal of the term of this Agreement for an
additional one (1) year, and the term of this Agreement shall be so extended unless the Boards of Directors of Employers do not approve such renewal and provide written notice to the Executive,
or the Executive

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gives written notice to the Employers, thirty (30) days prior to the date of any such anniversary, or such party's or parties' election not to extend the term beyond their then scheduled
expiration date; and provided further that, notwithstanding the foregoing to the contrary, this Agreement shall be automatically extended for an additional one (1) year upon a
Change-in-Control of the Employers.

12.Headings.The section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.Validity.The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

14.Counterparts.This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same instrument.

15.Regulatory Prohibition.Notwithstanding any other provision of this Agreement to the
contrary, the obligations of the Employers and the Executive hereunder shall be suspended or limited, as the case may be, in the event that the FDIC prohibits or limits, by regulation or order, any
payment hereunder pursuant to Section 18(k) of the FDIA (12 U.S.C. §1828(k)).

16.  This
Agreement expressly supercedes and renders null and void the parties Agreement dated                        relative to the same
subject matter.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

|Attest: |  | F&M BANCORP             
|------- |  | ------------------------
|        |  | By:                     
|Attest: |  | FARMERS & MECHANICS BANK
|        |  | By:                     
|Witness |  |                         

10.14    Schedule
to Change in Control Agreement:

The
following Executives hold this agreement
        Kaye A. Simmons
        Gordon M. Cooley
        James L. Hogan

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