Exhibit
        10.1

    

     

    FIRST
      UNITED CORPORATION

    


    EXECUTIVE
      AND DIRECTOR

    


    DEFERRED
      COMPENSATION PLAN

    


    Amended
      and Restated

    Effective
      as of November 19, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      FIRST
        UNITED CORPORATION

      EXECUTIVE
        AND DIRECTOR

      DEFERRED
        COMPENSATION PLAN

       

      Amended
        and Restated

       

      Effective
        as of November 19, 2008

      


      TABLE
        OF CONTENTS

       

      Page

       

      ARTICLE
        1

      DEFINITIONS

       

      
        	
                1.1

              	
                ACCOUNT

              	
                1

              
	
                1.2

              	
                BENEFICIARY

              	
                1

              
	
                1.3

              	
                BOARD

              	
                1

              
	
                1.4

              	
                CHANGE
                  OF CONTROL

              	
                1

              
	
                1.5

              	
                CODE

              	
                1

              
	
                1.6

              	
                COMPENSATION

              	
                2

              
	
                1.7

              	
                COMPENSATION
                  DEFERRAL ACCOUNT

              	
                2

              
	
                1.8

              	
                COMPENSATION
                  DEFERRALS

              	
                2

              
	
                1.9

              	
                DESIGNATION
                  DATE

              	
                2

              
	
                1.10

              	
                DISABILITY

              	
                2

              
	
                1.11

              	
                EFFECTIVE
                  DATE

              	
                2

              
	
                1.12

              	
                ELECTION
                  FORM

              	
                2

              
	
                1.13

              	
                ELIGIBLE
                  INDIVIDUAL

              	
                2

              
	
                1.14

              	
                EMPLOYER

              	
                2

              
	
                1.15

              	
                EMPLOYER
                  CONTRIBUTION CREDIT ACCOUNT

              	
                2

              
	
                1.16

              	
                EMPLOYER
                  CONTRIBUTION CREDITS

              	
                2

              
	
                1.17

              	
                ENTRY
                  DATE

              	
                3

              
	
                1.18

              	
                PARTICIPANT

              	
                3

              
	
                1.19

              	
                PLAN

              	
                3

              
	
                1.20

              	
                PLAN
                  YEAR

              	
                3

              
	
                1.21

              	
                SECTION
                  409A

              	
                3

              
	
                1.22

              	
                SEPARATION
                  FROM SERVICE

              	
                3

              
	
                1.23

              	
                SPECIFIED
                  EMPLOYEE.

              	
                3

              
	
                1.24

              	
                TRUST

              	
                3

              
	
                1.25

              	
                TRUSTEE

              	
                3

              
	
                1.26

              	
                VALUATION
                  DATE

              	
                3

              


      

       

      ARTICLE
        2

      ELIGIBILITY
        AND PARTICIPATION

       

      
        	
                2.1

              	
                REQUIREMENTS

              	
                3

              
	
                2.2

              	
                RE-EMPLOYMENT,
                  ETC

              	
                4

              
	
                2.3

              	
                CHANGE
                  OF EMPLOYMENT CATEGORY

              	
                4

              
	
                2.4

              	
                TERMINATION
                  OF PARTICIPATION

              	
                4

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        3

      CONTRIBUTIONS
        AND CREDITS

       

      
        	
                3.1

              	
                EMPLOYER
                  CONTRIBUTION CREDITS

              	
                4

              
	
                3.2

              	
                PARTICIPANT
                  COMPENSATION DEFERRALS

              	
                5

              


      

       

      ARTICLE
        4

      ALLOCATION
        OF FUNDS

       

      
        	
                4.1

              	
                ALLOCATION
                  OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS

              	
                6

              
	
                4.2

              	
                ACCOUNTING
                  FOR DISTRIBUTIONS

              	
                6

              
	
                4.3

              	
                SEPARATE
                  ACCOUNTS

              	
                7

              
	
                4.4

              	
                INTERIM
                  VALUATIONS

              	
                7

              
	
                4.5

              	
                DEEMED
                  INVESTMENT DIRECTIONS OF PARTICIPANTS

              	
                7

              
	
                4.6

              	
                EXPENSES

              	
                8

              
	
                4.7

              	
                TAXES

              	
                8

              


      

       

      ARTICLE
        5

      ENTITLEMENT
        TO BENEFITS

       

      
        	
                5.1

              	
                UNFORESEEABLE
                  EMERGENCY DISTRIBUTIONS

              	
                8

              
	
                5.2

              	
                VESTING

              	
                9

              
	
                5.3

              	
                RE-EMPLOYMENT
                  OF RECIPIENT, ETC

              	
                9

              
	
                5.4

              	
                PAYMENT
                  UPON INCOME INCLUSION

              	
                9

              
	
                5.5

              	
                PAYMENT
                  OF EMPLOYMENT TAXES

              	
                9

              


      

       

      ARTICLE
        6

      DISTRIBUTION
        OF BENEFITS

       

      
        	
                6.1

              	
                AMOUNT

              	
                10

              
	
                6.2

              	
                METHOD
                  OF PAYMENT

              	
                10

              
	
                6.3

              	
                NO
                  ACCELERATIONS

              	
                11

              
	
                6.4

              	
                DEATH
                  OR DISABILITY BENEFITS

              	
                11

              
	
                6.5

              	
                CHANGE
                  OF CONTROL

              	
                11

              


      

       

      ARTICLE
        7

      BENEFICIARIES;
        PARTICIPANT DATA

       

      
        	
                7.1

              	
                DESIGNATION
                  OF BENEFICIARIES

              	
                12

              
	
                7.2

              	
                INFORMATION
                  TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO
                  LOCATE
                  PARTICIPANTS OR BENEFICIARIES

              	
                12

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        8

      ADMINISTRATION

       

      
        	
                8.1

              	
                ADMINISTRATIVE
                  AUTHORITY

              	
                13

              
	
                8.2

              	
                UNIFORMITY
                  OF DISCRETIONARY ACTS

              	
                14

              
	
                8.3

              	
                LITIGATION

              	
                14

              
	
                8.4

              	
                CLAIMS
                  PROCEDURE

              	
                14

              


      

       

      ARTICLE
        9

      AMENDMENT

       

      
        	
                9.1

              	
                RIGHT
                  TO AMEND

              	
                17

              
	
                9.2

              	
                AMENDMENTS
                  TO ENSURE PROPER CHARACTERIZATION OF PLAN

              	
                17

              
	
                9.3

              	
                CHANGES
                  IN LAW AFFECTING TAXABILITY

              	
                18

              


      

       

      ARTICLE
        10

      TERMINATION

       

      
        	
                10.1

              	
                EMPLOYER’S
                  RIGHT TO TERMINATE OR SUSPEND PLAN

              	
                18

              
	
                10.2

              	
                AUTOMATIC
                  TERMINATION OF PLAN

              	
                18

              
	
                10.3

              	
                SUSPENSION
                  OF DEFERRALS

              	
                18

              
	
                10.4

              	
                ALLOCATION
                  AND DISTRIBUTION

              	
                19

              
	
                10.5

              	
                SUCCESSOR
                  TO EMPLOYER

              	
                19

              
	
                10.6

              	
                PROHIBITED
                  ACCELERATION/DISTRIBUTION TIMING

              	
                19

              


      

       

      ARTICLE
        11

      THE
        TRUST

       

      
        	
                11.1

              	
                ESTABLISHMENT
                  OF TRUST

              	
                19

              


      

       

      ARTICLE
        12

      MISCELLANEOUS

       

      
        	
                12.1

              	
                LIMITATIONS
                  ON LIABILITY OF EMPLOYER

              	
                20

              
	
                12.2

              	
                CONSTRUCTION

              	
                20

              
	
                12.3

              	
                SPENDTHRIFT
                  PROVISION

              	
                20

              
	
                12.4

              	
                AGGREGATION
                  OF EMPLOYERS

              	
                21

              


      



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    FIRST
      UNITED CORPORATION

    EXECUTIVE
      AND DIRECTOR

    DEFERRED
      COMPENSATION PLAN

    


    Amended
      and Restated

    Effective
      as of January 1, 2005

    


    RECITALS

    


    This
      amended and restated First United Corporation Executive and Director Deferred
      Compensation Plan (the “Plan”) is adopted by First United Corporation (the
“Employer”), effective as of November 19, 2008, for certain of its (or its
      participating subsidiary’s) executive employees and Directors. The Plan
      constitutes an amendment and restatement of the First United Corporation
Deferred
      Compensation Plan and Trust, and supersedes any prior version of the
      Plan.

    


    The
      purpose of the Plan is to offer participants an opportunity to elect to defer
      the receipt of compensation in order to provide deferred compensation benefits
      taxable pursuant to section 451 of the Internal Revenue Code of 1986, as amended
      (the “Code”), and to provide a deferred compensation
      vehicle to which the Employer may credit certain amounts on behalf of
      participants. The Plan is intended to be a “top-hat” plan under sections 201(2),
      301(a)(3) and 401(a)(1) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is also
intended
      to comply with the requirements of section 409A of the Code, as added by the
      American Jobs
      Creation Act of 2004, and the Treasury regulations or any other authoritative
      guidance issued thereunder
      (“Section 409A”).

    


    Accordingly,
      the following Plan is adopted.

    


    ARTICLE
      1

    DEFINITIONS

     

    1.1 ACCOUNT means
      the
      balance credited to a Participant’s or Beneficiary’s Plan account,
      including contribution credits and deemed income, gains and losses credited
      thereto. A Participant’s or Beneficiary’s Account shall be determined as of the
      date of reference.

     

    1.2 BENEFICIARY means
      any
      person or person so designated in accordance with the provisions of Article
      7.

     

    1.3 BOARD means
      the
      Board of Directors of the Employer.

     

    1.4 CHANGE
      OF CONTROL means
      a
      change in the ownership of a corporation, a change in the effective control
      of a
      corporation, or a change in the ownership of a substantial portion of a
      corporation’s assets, as such terms are defined in Treasury Reg.
§1.409A-3(i)(5). 

     

    1.5 CODE
      means
      the Internal Revenue Code of 1986 and the regulations thereunder, as
amended
      from time to time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.6 COMPENSATION means
      (i)
      with respect to an Eligible Individual who is an employee
      of the Employer, compensation as defined in the First United Corporation 401(k)
      Profit Sharing Plan, and (ii) with respect to an Eligible Individual who is
      a
      Director of the Employer, the total current cash remuneration paid by the
      Employer to the Eligible Individual with respect to his or her service for
      the
      Employer.

     

    1.7 COMPENSATION
      DEFERRAL ACCOUNT
      is
      defined in Section 3.2.

     

    1.8 COMPENSATION
      DEFERRALS
      is
      defined in Section 3.2.

     

    1.9 DESIGNATION
      DATE means
      the
      date or dates as of which a designation of deemed investment
      directions by an individual pursuant to Section 4.5, or any change in a prior
      designation of deemed investment directions by an individual pursuant to Section
      4.5, shall become effective. The Designation Dates in any Plan Year shall be
      designated by the Employer.

     

    1.10 DISABILITY means
      that a Participant has been determined to be totally disabled by the Social
      Security Administration

     

    1.11 EFFECTIVE
      DATE means
      the
      effective date of this amendment and restatement of the Plan, which shall be
      November 19, 2008.

     

    1.12 ELECTION
      FORM means
      the
      form or forms on which a Participant elects to defer Compensation hereunder
      and/or on which the Participant makes certain other designations as required
      thereon.

     

    1.13 ELIGIBLE
      INDIVIDUAL means,
      for any Plan Year (or applicable portion thereof), a person who is determined
      by
      the Employer, or its designee, to be a member of a select group of management
      or
      highly compensated employees of the Employer or a member of the Board and who
      is
      designated by the Employer, or its designee, to be an Eligible Individual under
      the Plan. By each December 1 (or other date established by the Employer), the
      Employer, or its designee, shall notify those individuals, if any, who will
      be
      Eligible Individuals for the next Plan Year. If the Employer, or its designee,
      determines that an individual first becomes an Eligible Individual during a
      Plan
      Year, the Employer, or its designee, shall notify such individual of its
      determination and the individual shall first become an Eligible Individual
      as of
      the date of such notification.

     

    1.14 EMPLOYER
      means
      First United Corporation and its successors and assigns unless otherwise herein
      provided, or any other corporation or business organization which, with the
      consent of First United Corporation, or its successors or assigns, assumes
      the
      Employer’s obligations hereunder, or any other corporation or business
      organization which agrees, with the consent of First United Corporation, to
      become a party to the Plan.

     

    1.15 EMPLOYER
      CONTRIBUTION CREDIT ACCOUNT is
      defined Section 3.1. 

     

    1.16 EMPLOYER
      CONTRIBUTION CREDITS is
      defined in Section 3.1.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    1.17 ENTRY
      DATE with
      respect to an individual means the first day of the pay period following the
      date on which the individual first becomes an Eligible Individual.

     

    1.18 PARTICIPANT means
      any
      person so designated in accordance with the provisions of Article 2, including,
      where appropriate according to the context of the Plan, any former employee
      or
      former member of the Board who is or may become (or whose Beneficiaries may
      become) eligible to receive a benefit under the Plan.

     

    1.19 PLAN
      means
      this First United Corporation Executive and Director Deferred Compensation
      Plan,
      an amendment and restatement of the First United Corporation Deferred
      Compensation Plan and Trust, as amended from time to time.

     

    1.20 PLAN
      YEAR means
      the
      twelve (12) month period ending on the December 31 of each year during which
      the
      Plan is in effect.

     

    1.21 SECTION
      409A means
      Code section 409A and the Treasury regulations or other authoritative guidance
      issued thereunder.

     

    1.22 SEPARATION
      FROM SERVICE
      means
      separation from service within the meaning of Section 409A, including the
      termination of Board membership with respect to a Participant who is a Board
      member.

     

    1.23 SPECIFIED
      EMPLOYEE. A
      Participant is a “Specified Employee” for the 12-month period beginning on any
      April 1 if the Participant is a key employee, as defined in Code Section 416(i)
      (without regard to paragraph (5) thereof and using the definition of
      compensation under Treasury Reg. §1.415(c)-2(d)(4)), at any time during the
      12-month period ending on the preceding December 31.

     

    1.24 TRUST means
      the
      Trust established pursuant to Article 11.

     

    1.25 TRUSTEE means
      the
      trustee of the Trust established pursuant to Article 11.

     

    1.26 VALUATION
      DATE means
      the
      last day of each Plan Year and any other date that the Employer, in its sole
      discretion, designates as a Valuation Date.

     

    ARTICLE
      2

    ELIGIBILITY
      AND PARTICIPATION

     

    2.1 REQUIREMENTS.
      Every
      Eligible Individual on the Effective Date shall be eligible to
      become
      or continue as a Participant on the Effective Date. Every other Eligible
      Individual shall be
      eligible to become a Participant on the first Entry Date occurring on or after
      the date on which he or
      she
      becomes an Eligible Individual. No individual shall become a Participant,
      however, if he or she
      is
      not an Eligible Individual on the date his or her participation is to begin.
      Participation
      in the Participant Compensation Deferral feature of the Plan is voluntary.
      In
      order to participate in the Participant Compensation Deferral feature of the
      Plan, an otherwise Eligible Individual must make written application on an
      Election Form at such time and in such manner as may be required by Section
      3.2
      and by the Employer and must agree to make Compensation Deferrals as provided
      in
      Article 3.

    


    Participation
      in the Employer Contribution Credit feature of the Plan is automatic for all
      Participants.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.2 RE-EMPLOYMENT,
      ETC.
      Subject
      to Section 409A, if a Participant who experiences a Separation from Service
      is
      subsequently re-employed by or subsequently becomes a Director of the Employer,
      he or she shall become a Participant in accordance with the provisions of
      Section 2.1.

     

    2.3 CHANGE
      OF EMPLOYMENT CATEGORY.
      During
      any period in which a Participant remains in the employ of the Employer, but
      ceases to be an Eligible Individual, he or she shall not be eligible to make
      Compensation Deferrals or to be credited with Employer Contribution Credits
      (if
      any) hereunder.

     

    2.4 TERMINATION
      OF PARTICIPATION.
      To the
      extent permitted under Section 409A, the Employer, in its sole discretion,
      may
      (a) permit a Participant during the 2005 calendar year to terminate
      participation in the Plan and receive a payment of his or her Account pursuant
      to Article 6, or (b) require a Participant to terminate participation in the
      Plan during the 2005 calendar year and receive payment of his or her Account
      pursuant to Article 6; provided that any amounts subject to termination are
      includible in the income of the Participant in the 2005 calendar year or, if
      later, the taxable year in which the amounts are earned and vested.

     

    ARTICLE
      3

    CONTRIBUTIONS
      AND CREDITS

     

    3.1 EMPLOYER
      CONTRIBUTION CREDITS.
      There
      shall be established and maintained a separate Employer Contribution Credit
      Account in the name of each Participant. Such Account
      shall be credited or debited, as applicable, with (a) amounts equal to the
      Employer’s Contribution Credits credited to that Account, if any; (b) any deemed
      earnings and losses (to the extent
      realized, based upon deemed fair market value of the Account’s deemed assets)
      allocated to that
      Account; and (c) expenses and/or taxes charged to that Account.

     

    For
      purposes of this Section, the Employer’s Contribution Credits credited to a
      Participant’s Employer
      Contribution Credit Account for a particular Plan Year shall be an amount (if
      any) determined by the Employer, in its discretion.

     

    The
      Participant’s Employer Contribution Credit Account shall be credited or debited,
      as applicable, as of each Valuation Date, with deemed earnings or losses, as
      applicable, and, at the Employer’s discretion, expenses. The amount of deemed
      earnings or losses and expenses shall be as determined by the Employer. The
      Employer shall have the discretion to allocate such deemed earnings or losses
      and expenses among Participants’ Employer Contribution Credit Accounts pursuant
      to such allocation rules as the Employer deems to be reasonable and
      administratively practicable.

    


    A
      Participant shall be vested in amounts credited to his or her Employer
      Contribution Credit
      Account as provided in Section 5.2.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    3.2 PARTICIPANT
      COMPENSATION DEFERRALS.
      In
      accordance with rules established by the Employer, a Participant may elect
      on an
      Election Form to defer Compensation which
      would otherwise be payable to the Participant, in any fixed periodic dollar
      amounts or percentages
      designated by the Participant. Amounts so deferred will be considered a
      Participant’s “Compensation Deferrals”. Except as otherwise provided below, a
      Participant shall make such an election with respect to a coming twelve (12)
      month Plan Year during the period beginning on the December 1 and ending on
      the
      December 31 of the prior Plan Year, or during such other period established
      by the Employer which ends no later than the last day of the Plan Year preceding
      the Plan
      Year
      in which the services giving rise to the Compensation to be deferred are to
      be
      performed.

     

    Notwithstanding
      the preceding,
      in the
      case of the first Plan Year in which an Eligible Individual becomes eligible
      to
      become a Participant, if and to the extent permitted by the Employer, the
      Eligible Individual may make an election no later than thirty (30) days after
      the date he or she becomes eligible to become a Participant to defer
      Compensation for services to be performed after the election. Any
      such
      election to defer bonus shall apply only to the total amount of the bonus earned
      in such Plan Year multiplied by the ratio of the number of days remaining in
      the
      Plan Year after the election divided by 365 (or 366 in a leap
      year).

     

    In
      addition, notwithstanding the preceding, to the extent permitted under Section
      409A, the Employer may, in its sole discretion, permit a Participant to make
      an
      election to defer Compensation which relates all or in part to services
      performed prior to December 31, 2005 (including elections to defer (i) regular
      salary or retainer/meeting fee amounts for services to be performed in the
      2005
      calendar year, (ii) bonus payment amounts payable in 2005 in respect of services
      performed during the 2004 calendar year and/or (iii) bonus payment amounts
      payable in 2006 in respect of services performed during the 2005 calendar year)
      no later than the earlier of (a) March 15, 2005 or (b) the date such
      Compensation is otherwise payable to the Participant.

     

    Compensation
      Deferrals shall be made through regular payroll or retainer/meeting fee
      deductions and/or through an election by the Participant to defer a bonus
      payment. The Participant may change and/or revoke his or her Compensation
      Deferral election only if and to the extent permitted by the Employer and in
      accordance with Section 409A, specifically relating to the change and/or
      revocation of deferral elections. To the extent permitted under Section 409A
      and
      by the Employer, a Participant may terminate participation in the Plan or cancel
      a deferral election under the Plan at any time during the 2005 calendar
      year.

     

    Once
      made, a Compensation Deferral election shall continue in force only for the
      Plan
      Year
      to which the election relates. A
      Compensation Deferral election shall terminate during a Plan Year if a
      Participant receives an unforeseeable emergency distribution under Section
      5.1
      or if required for the Participant to receive a hardship distribution under
      a
      Code section 401(k) plan. If a Compensation Deferral election terminates, any
      subsequent Compensation Deferral election must comply with the first paragraph
      of this Section 3.2.

     

    Compensation
      Deferrals shall be deducted by the Employer from the pay of a deferring
      Participant. There shall be established and maintained by the Employer a
      separate Compensation Deferral Account in the name of each Participant to which
      shall be credited or debited: (a) amounts equal to the Participant’s
      Compensation Deferrals; (b) amounts equal to any deemed earnings or losses
      (to
      the extent realized, based upon deemed fair market value of the Account’s deemed
      assets) attributable or allocable thereto; and (c) expenses and/or taxes charged
      to that Account.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    A
      Participant shall at all times
      be one
      hundred percent (100%) vested in amounts credited
      to his or her Participant Compensation Deferral Account.

     

    ARTICLE
      4

    ALLOCATION
      OF FUNDS

     

    4.1 ALLOCATION
      OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.
      Subject
      to Section 4.5, each Participant shall have the right to direct the Employer
      as
      to how amounts in his or her Plan Account shall be deemed to be invested in
      the
      deemed investment options made available under the Plan. Subject to such
      limitations as may from time to time be required by law, imposed by the Employer
      or the Trustee or contained elsewhere in the Plan, and subject to such operating
      rules and procedures as may be imposed from time to time by the Employer, prior
      to the date on which a direction will become effective, the Participant shall
      have the right to direct the Employer
      as to how amounts in his or her Account shall be deemed to be
      invested.

     

    The
      Employer shall direct the Trustee to invest the account maintained in the Trust
      on behalf of the Participant pursuant to the deemed investment directions the
      Employer properly has received from the Participant. The value of the
      Participant’s Account shall be equal to the value of the account maintained
      under the Trust on behalf of the Participant. As of each valuation date of
      the
      Trust, the Participant’s Account will be credited or debited to reflect the
      Participant’s deemed investments of the Trust.

     

    The
      Participant’s Plan Account will be credited or debited with the increase or
      decrease in the realizable net asset value or credited interest, as applicable,
      of the designated deemed investments, as follows. As of each Valuation Date,
      an
      amount equal to the net increase or decrease in realizable net asset value
      or
      credited interest, as applicable (as determined by the Employer or the
Trustee,
      as applicable), of each deemed investment option within the Account since the
      preceding Valuation Date shall be allocated among all Participants’ Accounts
      deemed to be invested in that investment option in accordance with the ratio
      which the portion of the Account of each Participant which is deemed to be
      invested within that investment option, determined as provided herein, bears
      to
      the aggregate of all amounts deemed to be invested within that investment
      option.

     

    4.2 ACCOUNTING
      FOR DISTRIBUTIONS.
      As of
      the date of any distribution hereunder, the distribution made hereunder to
      the
      Participant or his or her Beneficiary or Beneficiaries shall be charged to
      such
      Participant’s Account. Such amounts shall be charged on a pro rata basis against
      the investments of the Trust in which the Participant’s Account is deemed to be
      invested.

     

    4.3 SEPARATE
      ACCOUNTS.
      A
      separate account under the Plan shall be established and
      maintained hereunder to reflect the Account for each Participant with
      sub-accounts to show separately the applicable deemed investments of the
      Account.

     

    4.4 INTERIM
      VALUATIONS.
      If it is
      determined by the Employer that the value of a Participant’s Account as of any
      date on which distributions are to be made differs materially from the value
      of
      the Participant’s Account on the prior Valuation Date upon which the
      distribution is to be based, the Employer, in its discretion, shall have the
      right to designate any date in the interim as a Valuation Date for the purpose
      of revaluing the Participant’s Account so that the Account will, prior to the
      distribution, reflect its share of such material difference in
      value.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    4.5 DEEMED
      INVESTMENT DIRECTIONS OF PARTICIPANTS.
      Subject
      to such limitations as may from time to time be required by law, imposed by
      the
      Employer or the Trustee or contained elsewhere in the Plan, and subject to
      such
      operating rules and procedures as may be imposed from time to time by the
      Employer, prior to and effective for each Designation Date, each Participant
      may
      communicate to the Employer a direction as to how his or her Plan Accounts
      should be deemed to be invested among such categories of deemed investments
      as
      may be made available by the Employer hereunder. Such direction shall designate
      the percentage (in any whole percent multiples) of the Participant’s Plan
      Account which is requested to be deemed to be invested in such categories of
      deemed investments.

     

    An
      election
      concerning deemed investment choices shall continue indefinitely until changed
      by the Participant in a manner specified by the Employer. If the Employer
      receives an initial or revised deemed investment direction which it deems to
      be
      incomplete, unclear or improper, the Participant’s investment direction then in
      effect shall remain in effect (or, in the case of a deficiency in an initial
      deemed investment direction, the Participant shall be deemed to have filed
      no
      deemed investment direction) until the next Designation Date, unless the
      Employer provides for, and permits the application of, corrective action prior
      thereto.

     

    If
      the
      Employer possesses (or is deemed to possess as provided above) at any time
      directions as to the deemed investment of less than all of a Participant’s
      Account, the Participant shall be deemed to have directed that the undesignated
      portion of the Account be deemed to be invested in a money market, fixed income,
      stable value or similar fund made available under the Plan as determined by
      the
      Employer in its discretion.

     

    Each
      Participant hereunder, as a condition to his or her participation hereunder,
      agrees
      to
      indemnify and hold harmless the Employer and its agents and representatives
      from
      any losses
      or
      damages of any kind relating to the deemed investment of the Participant’s
      Account hereunder.

     

    Each
      reference in this Section to a Participant shall be deemed to include, where
      applicable, a reference to a Beneficiary.

     

    4.6 EXPENSES.
      Expenses, including Trustee fees, allocable to the administration or operation
      of an Account maintained under the Plan shall be paid by the Employer unless,
      in
      the discretion of the Employer, the Employer elects to charge such expenses,
      or
      any portion thereof, against the appropriate Participant’s Account or
      Participants’ Accounts. If an expense, or any portion thereof, is charged
      against a Participant’s Account, at the discretion of the Employer, such
      expense, or portion thereof, either (i) will reduce the contribution to the
      Trust under Article 3 next due to be made by the Employer in respect of the
      Account, or (ii) will be paid from the Trust to the Employer out of assets
      of
      the Trust corresponding to the Participant’s Account hereunder.

     

    4.7 TAXES.
      Any
      taxes generated by earnings in an Account, as determined by the Employer, shall
      be paid by the Employer unless, in the discretion of the Employer, the Employer
      elects to charge such taxes against the appropriate Participant’s Account or
      Participants’ Accounts. If a tax amount is charged against a Participant’s
      Account, at the discretion of the Employer, such expense either (i) will reduce
      the contribution to the Trust under Article 3 next due to be made by the
      Employer in respect of the Account, or (ii) will be paid from the Trust to
      the
      Employer out of assets of the Trust corresponding to the Participant’s
      Account.


    
      
        
        

      

      
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    ARTICLE
      5

    ENTITLEMENT
      TO BENEFITS

     

    5.1 UNFORESEEABLE
      EMERGENCY DISTRIBUTIONS.
      In the
      event the Participant incurs
      an
      unforeseeable emergency, as hereinafter defined, the Participant may apply
      to
      the Employer for the distribution of all or any part of his or her vested
      Account. The Employer shall consider the circumstances of each such case, and
      the best interests of the Participant and his or her family, and shall have
      the
      right, in its sole discretion, if applicable, to allow such distribution, or,
      if
applicable,
      to direct a distribution of part of the amount requested, or to refuse to allow
      any distribution;
      provided, however, that such distribution shall be permitted solely to the
      extent permitted
      under Section 409A. Upon a finding of unforeseeable emergency, the Employer
      shall make
      the
      appropriate distribution to the Participant from amounts held by the Employer
      in
      respect of the Participant’s vested Account in a lump sum payment within 30 days
      of the date of such finding. In no event shall the aggregate amount of the
      distribution exceed either the full value of the Participant’s vested Account or
      the amount determined by the Employer to be necessary to satisfy the
      unforeseeable emergency plus amounts necessary to pay taxes reasonably
      anticipated as a result of the distribution, after taking into account the
      extent to which the unforeseeable emergency is or may be relieved through
      reimbursement or compensation by insurance or otherwise or by liquidation of
      the
      Participant’s assets (to the extent the liquidation of assets
      would not itself cause severe financial hardship) or by the cessation of
      Composition Deferrals under this Plan. A distribution under this Section 5.1
      shall be permitted solely to the extent permitted under Section
      409A.

     

    “Unforeseeable
      emergency” means (a) a severe financial hardship to the Participant resulting
      from an illness or accident of the Participant, the Participant’s spouse,
      beneficiary or dependent (as defined in Code section 152 without regard to
      Code
      section 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, (b) loss of the
      Participant’s property due to casualty, or (c) other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant, each as determined to exist by the Employer. A distribution
      may
      be made under this Section only with the consent of the Employer.

     

    5.2 VESTING.
      A
      Participant shall at all times be 100% vested in amounts credited to his or
      her
      Participant Compensation Deferral Account. Amounts credited to a Participant’s
      Employer Contribution Credit Account also shall at all times be 100% vested
      unless the Employer specifies in writing before such Employer Contribution
      Credit is credited, in which case the applicable amounts credited to the
      Participant’s Employer Contribution Credit Account shall vest as provided by the
      Employer. Subject to Section 409A, such other vesting date or event may be
      based
      on the performance by the participant of a specified number of completed years
      of service with the Employer, may be based on the Participant’s performance of
      specified service goals with respect to the Employer, may be limited to only
      certain Separation from Service events (e.g., involuntary termination, those
      following a Change of Control of the Employer, etc.) or may be based on any
      other standard, at the Employer’s sole and absolute discretion.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    If
      a
      Participant incurs a Separation from Service because of death or Disability,
      the
      Participant shall become 100% vested in his or her Employer Contribution Credit
      Account. If a Participant incurs a Separation from Service for any other reason,
      he or she shall become vested in his or her Employer Contribution Credit
      Account, if at all, under the vesting provisions determined by the Employer,
      as
      provided above.

    


    In
      the
      event of a Change of Control of the Employer, a Participant shall become vested
      in his or her Employer Contribution Credit Account as provided in Section
      6.4.

     

    5.3
      RE-EMPLOYMENT
      OF RECIPIENT, ETC.
      If a
      Participant who has experienced a Separation from Service and is receiving
      installment distributions pursuant to Section 6.2 is re-employed by the Employer
      (or becomes a member of the Board), the remaining distributions due to the
      Participant shall
      continue
      to be paid as if the Participant had not been re-employed. 

     

    5.4 PAYMENT
      UPON INCOME INCLUSION. 
      If any
      portion of a Participant’s benefit under this Plan becomes taxable to the
      Participant prior to the time it would otherwise be taxable due to the failure
      of the Plan to satisfy Code section 409A, a Participant may apply to the
      Employer for a distribution of that portion of his benefit that has become
      taxable. Within 90 days after the Employer determines that a portion of the
      Participant’s benefit has become taxable, the Employer will make a lump sum
      payment to the Participant in an amount equal to the taxable portion of the
      benefit (which amount may not exceed the value of the Participant’s vested
      Account). Any distribution under this Section 5.4 will reduce the remaining
      benefits payable under the Plan.

     

    5.5 PAYMENT
      OF EMPLOYMENT TAXES.
      A
      Participant’s Compensation Deferrals and the portion of any Employer
      Contribution Credits that becomes vested shall be treated as wages for FICA
      purposes. Except to the extent FICA taxes are paid under the next paragraph,
      the
      amount of FICA taxes due will be withheld ratably each payroll period from
      the
      compensation otherwise payable to the Participant. If necessary, the Employer
      may reduce Compensation Deferrals so that required FICA and income tax
      withholding, and contributions to other employee benefit plans, can be made.
      

     

    If
      any
      portion of a Participant’s benefit attributable to Employer Contribution Credits
      becomes subject to FICA tax before it is paid to the Participant, then the
      Employer may direct that future benefit payments attributable to Employer
      Contribution Credits be accelerated so as to pay the Participant’s share of FICA
      tax. Payments may also be accelerated so as to pay any income tax withholding
      obligation that arises due to acceleration for FICA purposes. Any distribution
      under this Section 5.5 will reduce the remaining benefits payable under the
      Plan.


    
      
        
        

      

      
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    ARTICLE
      6

    DISTRIBUTION
      OF BENEFITS

     

    6.1 AMOUNT.
      A
      Participant (or his or her Beneficiary) shall become entitled to receive, on
      or
      about the date the Participant incurs a Separation from Service (or earlier
      as
      provided in Article 5 or this Article 6), a distribution (or commencement of
      distributions) in an aggregate amount equal to the Participant’s vested Account.
      Any payment due hereunder from the Trust which is not paid by the Trust for
      any
      reason will be paid by the Employer from its general assets.

     

    6.2 METHOD
      OF PAYMENT.

     

    (a) Medium
      of Payments.
      Payments
      under the Plan shall be made in cash or in-kind, as elected by the Participant,
      as permitted by the Employer and the Trustee in their sole and absolute
      discretion and subject to applicable restrictions on transfer as may be
      applicable legally or contractually.

     

    (b) Timing
      and Manner of Payment.
      In the
      case of distributions to a Participant or his or her Beneficiary by virtue
      of a
      Separation from Service, the Participant, in connection with his or her
      commencement of participation in the Plan, may elect, subject to Section 6.3,
      to
      have an aggregate amount equal to the Participant’s vested Account paid by the
      Trust or the Employer, as provided in Section 6.1, either in a lump sum or
      in up
      to ten (10) substantially equal annual installments (adjusted for gains and
      losses), as selected by the Participant.

     

    If
      a
      Participant fails to designate properly the manner of payment of the
      Participant’s benefit under the Plan, such payment will be in a lump
      sum.

     

    Unless
      an
      election is changed by the Participant as provided below, a Participant’s Plan
      benefits shall be paid (or shall commence, in the case of installment payments)
      as soon as administratively practicable following the Participant’s Separation
      from Service (but in no event later than 90 days following such Separation
      from
      Service); provided, however, that any Participant who is a Specified Employee
      and who incurs a Separation from Service with the Employer when any stock of
      the
      Employer is publicly traded on an established securities market or otherwise
      shall not be entitled to receive any portion of his or her vested Account under
      this Section prior to the date which is six (6) months after the date of his
      or
      her Separation from Service (or, if earlier, his or her death). The lump sum
      payment will accrue interest for the six-month delay at a rate equal to the
      current interest rate payable on a First United Bank & Trust money market
      account. No interest will be paid for the period between the end of the
      six-month period and the actual date of payment.

     

    Subject
      to
      Section 6.3, the Participant may change his or her above-described election
      by
      submitting a new Election Form to the Employer, provided that any such Election
      Form is submitted at least twelve (12) months prior to the Participant’s
      Separation from Service and, if required by Section 409A, provides for a
      distribution (or commencement of distributions) date which is at least five
      (5)
      full calendar years from the Participant’s previously scheduled distribution
      date.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    If
      the
      whole
      or
      any part of a payment hereunder is to be in installments, the total to be so
      paid shall
      continue to be deemed to be invested pursuant to Sections 4.1 and 4.5 under
      such
      procedures as the Employer
      may
      establish, in which case any deemed income, gain, loss or expense or tax
      allocable thereto (as determined by the Trustee, in its discretion) shall be
      reflected in the installment payments, in such equitable manner as the Trustee
      shall determine.

     

    Notwithstanding
      the foregoing, pursuant to Section 409A, if a Participant terminates
      participation in the Plan during the 2005 calendar year pursuant to Section
      2.4,
      the Employer, in its sole discretion, may permit payment of the Participant’s
      vested Account to the Participant during the 2005 calendar year, or if later,
      the taxable year in which the amount is earned and vested.

     

    6.3 NO
      ACCELERATIONS.
      Notwithstanding anything in the Plan to the contrary, no change submitted on
      a
      Election Form shall be accepted by the Employer if the change accelerates the
      time over which distributions shall be made to the Participant (except as
      otherwise permitted by Section 409A), and the Employer shall deny any change
      made to an election if the Employer determines
      that the change violates the requirement under Section 409A that the first
      payment with respect to which such election is made be deferred for a period
      of
      not less than five (5) years from the date such payment would otherwise have
      been made.

     

    6.4 DEATH
      OR DISABILITY BENEFITS.
      If a
      Participant dies or experiences a Disability
      before incurring a Separation from Service and before payment or the
      commencement of payments to the Participant hereunder, the entire value of
      the
      Participant’s Account shall become fully vested and shall be paid to the
      Participant (or to the person or persons designated in accordance with Section
      7.1, in the case of death) as soon as practicable following death or Disability
      (but in no event later than 90 days following such death or Disability) in
      the
      manner provided in Section 6.2.

     

    Upon
      the
      death of a Participant after payments hereunder have begun but before he or
      she
      has received all payments to which he or she is entitled under the Plan, the
      remaining benefit payments shall be paid to the person or persons designated
      in
      accordance with Section 7.1, in the manner
      in
      which such benefits were payable to the Participant.

     

    6.5 CHANGE
      OF CONTROL.
      A
      Participant shall become fully vested in his or her Account
      immediately prior to a Change of Control of the Employer. As soon as
      administratively feasible following a Change of Control of the Employer, each
      Participant shall be paid the entire balance of his or her Account in a single
      lump sum payment.


    
      
        
        

      

      
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    ARTICLE
      7

    BENEFICIARIES;
      PARTICIPANT DATA

     

    7.1 DESIGNATION
      OF BENEFICIARIES.
      Each
      Participant from time to time may designate
      any person or persons (who may be named contingently or successively) to receive
      such benefits as may be payable under the Plan upon or after the Participant’s
      death, and such designation may be changed from time to time by the Participant
      by filing a new designation. Each designation will revoke all prior designations
      by the same Participant, shall be in a form prescribed by the Employer,
      and will be effective only when filed in writing with the Employer during the
      Participant’s
      lifetime.

     

    In
      the
      absence of a valid Beneficiary designation, or if, at the time any benefit
      payment is due to a Beneficiary, there is no living Beneficiary validly named
      by
      the Participant, the Employer shall pay any such benefit payment to the
      Participant’s spouse, if then living, but otherwise to the Participant’s then
      living descendants, if any, per
      stripes,
      but, if
      none, to the Participant’s estate. In determining the existence or identity of
      anyone entitled to a benefit payment, the Employer may rely conclusively upon
      information supplied by the Participant’s personal representative, executor or
administrator.

     

    If
      a
      question arises as to the existence or identity of anyone entitled to receive
      a
benefit
      payment as aforesaid, or if a dispute arises with respect to any such payment,
      then, notwithstanding the foregoing, the Employer, in its sole discretion,
      may
      distribute such payment to the Participant’s estate without liability for any
      tax or other consequences which might flow therefrom,
      or may take such other action as the Employer deems to be
      appropriate.

     

    7.2 INFORMATION
      TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE
      PARTICIPANTS OR BENEFICIARIES.
      Any
      communication, statement or notice addressed to a Participant or to a
      Beneficiary at his or her last post
      office address as shown on the Employer’s records shall be binding on the
      Participant or Beneficiary
      for all purposes of the Plan. The Employer shall not be obliged to search for
      any Participant or Beneficiary beyond the sending of a registered letter to
      such
      last known address. If the
      Employer notifies any Participant or Beneficiary that he or she is entitled
      to
      an amount under the Plan and the Participant or Beneficiary fails to claim
      such
      amount or make his or her location known to the Employer within three (3) years
      thereafter, then, except as otherwise required by law, if the location of one
      or
      more of the next of kin of the Participant is known to the Employer, the
      Employer may direct distribution of such amount to any one or more or all of
      such next of kin, and in such proportions as the Employer determines. If the
      location of none of the foregoing persons can be determined, the Employer shall
      have the right to direct that the amount payable shall be deemed to be a
      forfeiture, except that the dollar amount of the forfeiture, unadjusted for
      deemed gains or losses in the interim, shall be paid by the Employer if a claim
      for the benefit subsequently is made by the Participant or the Beneficiary
      to
      whom it was payable. If a benefit payable to an unlocated Participant
      or Beneficiary is subject to escheat pursuant to applicable state law, the
      Employer shall not
      be
      liable to any person for any payment made in accordance with such
      law.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ARTICLE
      8

    ADMINISTRATION

     

    8.1 ADMINISTRATIVE
      AUTHORITY.
      Except
      as otherwise specifically provided herein, the Employer, acting through its
      Board or the designee or designees thereof, shall have the sole responsibility
      for and the sole control of the operation and administration of the Plan, and
      shall have the power and authority to take all action and to make all decisions
      and interpretations which may
      be
      necessary or appropriate in order to administer and operate the Plan, including,
      without limiting
      the generality of the foregoing, the power, duty and responsibility
      to:

     

    (a) Resolve
      and determine all disputes or questions arising under the Plan, and to
remedy
      any ambiguities, inconsistencies or omissions in the Plan.

     

    (b) Adopt
      such rules of procedure and regulations as in its opinion may be necessary
      for the proper and efficient administration of the Plan and as are consistent
      with the Plan.

     

    (c) Implement
      the Plan in accordance with its terms and the rules and regulations adopted
      as above.

     

    (d) Make
      determinations with respect to the eligibility of any Eligible Individual
as
      a
      Participant and make determinations concerning the crediting of Plan
      Accounts.

     

    (e) Appoint
      any persons or firms, or otherwise act to secure specialized advice or
assistance,
      as it deems necessary or desirable in connection with the administration and
      operation of the Plan, and the Employer shall be entitled to rely conclusively
      upon, and shall be fully protected in any action or omission taken by it in
      good
      faith reliance upon, the advice or opinion of such firms or persons. The
      Employer shall have the power and authority to delegate from time to time by
      written instrument
      all or any part of its duties, powers or responsibilities under the Plan, both
      ministerial and discretionary, as it deems appropriate, to any person or
      committee, and in the same manner to revoke any such delegation of duties,
      powers or responsibilities. Any action of such person or committee in the
      exercise of such delegated duties, powers or responsibilities shall have the
      same force and effect for all purposes hereunder as if such action had been
      taken by the Employer. Further, the Employer may authorize one or more persons
      to execute any certificate or document on behalf of the Employer, in which
      event
      any person notified by the Employer of such authorization shall be entitled
      to
      accept and conclusively rely upon any such certificate or document executed by
      such person as representing action by the Employer until such notified person
      shall have been notified of the revocation of such authority.

     

    8.2 UNIFORMITY
      OF DISCRETIONARY ACTS.
      Whenever in the administration or operation of the Plan discretionary actions
      by
      the Employer are required or permitted, such actions shall be consistently
      and
      uniformly applied to all persons similarly situated, and no such action shall
      be
      taken
      which shall discriminate in favor of any particular person or group of
      persons.

     

    8.3 LITIGATION.
      Except
      as may be otherwise required by law, in any action or judicial proceeding
      affecting the Plan, no Participant or Beneficiary shall be entitled to any
      notice or service of process, and any final judgment entered in such action
      shall be binding on all persons interested in, or claiming under, the
      Plan.


    
      
        
        

      

      
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    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 29 C.F.R. §2560.503-1. If any provision of this Section conflicts with the
      requirements of those regulations, the requirements of those regulations will
      prevail.

     

    For
      purposes of this Section, references to disability benefit claims are intended
      to describe claims made by Participants for benefits payable on account of
      Separation from Service due to Disability.

     

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

     

    (i) Benefit
      Claims that do not Require a Determination of Disability.
      If
the
      claim
      is for a benefit other than a disability benefit, the Claimant will 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 the
      Trustee or appointee of the Employer or the Trustee before 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.

     

    (ii) Disability
      Benefit Claims.
      In the
      case of a benefits claim that requires a
      determination by the Employer or the Trustee of a Participant’s disability
      status, the Employer or the Trustee will notify the Claimant of the Plan’s
      adverse benefit determination within a reasonable period
      of
      time, but not later than forty-five (45) days after receipt of the claim. If,
      due to matters beyond the control of the Plan, the Employer or the Trustee
      needs
      additional time to process a claim, the Claimant will be notified, within
      forty-five (45) days after the Employer or the Trustee receives the claim,
      of
      those circumstances and of when the Employer or the Trustee expects to make
      its
      decision but not beyond seventy-five (75) days. If, prior to the end of the
      extension period, due to matters beyond the control of the Plan, a decision
      cannot be rendered within that extension period, the period for making the
      determination may be extended for up to one hundred five (105) days, provided
      that the Employer or the Trustee notifies the Claimant of the circumstances
      requiring the extension and the date as of which the Plan expects to render
      a
      decision. The extension notice will specifically explain the standards on which
      entitlement to a disability benefit is based, the unresolved issues that prevent
      a decision on the claim and the additional information needed from the Claimant
      to resolve those issues, and the Claimant will be afforded at least forty-five
      (45) days within which to provide the specified information.

     

    (iii) Manner
      and Content of Denial of Initial Claims.
      If the
      Employer or the
      Trustee denies a claim, it must provide to the Claimant, in writing or by
      electronic communication:

     

    (A) The
      specific reasons for the denial;


    
      
        
        

      

      
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    (B) A
      reference to the Plan provision or insurance contract provision upon which
      the
      denial is based;

     

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

     

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

     

    (E) 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

     

    (F) 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.

     

    In
      addition, in the case of a denial of disability benefits on the basis of the
      Employer or the Trustee’s independent determination of the Participant’s
      disability status, the Employer or the Trustee will provide a copy of any rule,
      guideline, protocol, or other similar criterion relied upon in making the
      adverse determination (or a statement that the same will be provided upon
      request by the Claimant and without charge).

     

    (b) Review
      Procedures.

     

    (i) Benefit
      Claims that do not Require a Determination of Disability. Except
      for claims requiring an independent determination of a Participant’s disability
      status, a request
      for review of a denied claim must be made in writing to the Employer or the
      Trustee within sixty (60) days after receiving notice of denial. The decision
      upon review will be made within sixty (60) days after the Employer or the
      Trustee’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 will 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 or the Trustee. The reviewer will 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.

     

    (ii) Disability
      Benefit Claims.
      In
      addition to having the right to review documents
      and submit comments as described in (i) above, a Claimant whose claim for
      disability benefits requires an independent determination by the Employer or
      the
      Trustee of the Participant’s disability status has at least one hundred eighty
      (180) days following receipt of a notification of an adverse benefit
      determination within which to request a review of the initial determination.
      In
      such cases, the review will meet the following requirements:


    
      
        
        

      

      
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    (A) The
      Plan
      will provide a review that does not afford deference to the initial adverse
      benefit determination and that is conducted by an appropriate named fiduciary
      of
      the
      Plan who did not make the initial determination that is the subject of the
      appeal, nor is a subordinate of the individual who made the
      determination.

     

    (B) The
      appropriate named fiduciary of the Plan will consult with a health
      care professional who has appropriate training and experience in the field
      of
      medicine involved
      in the medical judgment before making a decision on review of any adverse
      initial determination
      based in whole or in part on a medical judgment. The professional engaged for
      purposes
      of a consultation in the preceding sentence will not be an individual who was
      consulted in connection
      with the initial determination that is the subject of the appeal or the
      subordinate of any such
      individual.

     

    (C) The
      Plan
      will identify to the Claimant the medical or vocational
      experts whose advice was obtained on behalf of the Plan in connection with
      the
      review, without regard to whether the advice was relied upon in making the
      benefit review determination.

     

    (D) The
      decision on review will be made within forty-five (45) days
      after the Employer or the Trustee’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 ninety (90) days after receipt of
      a
      request for review. A notice of such an extension must be provided to the
      Claimant within the initial forty-five (45) day period and must explain the
      special circumstances and provide an expected date of decision.

     

    (iii) Manner
      and Content of Notice of Decision on Review.
      Upon
      completion of its review of an adverse initial claim determination, the Employer
      or the Trustee will give the Claimant, in writing or by electronic notification,
      a notice containing:

     

    (A) its
      decision;

     

    (B) the
      specific reasons for the decision;

     

    (C) the
      relevant Plan provisions or insurance contract provisions on which
      its
      decision is based;

     

    (D) 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;

     

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

     

    (F) 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.


    
      
        
        

      

      
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    (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 will 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
      will be deemed to have exhausted the administrative remedies available under
      the
      Plan and will 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.

     

    ARTICLE
      9

    AMENDMENT

     

    9.1 RIGHT
      TO AMEND.
      Subject
      to Section 409A, the Employer, by written instrument executed by a duly
      authorized representative of the Employer, shall have the right to amend the
      Plan, at
      any
      time and with respect to any provisions hereof, and all parties hereto or
      claiming any interest hereunder shall be bound by such amendment; provided,
      however, that no such amendment shall deprive a Participant or a Beneficiary
      of
      a right accrued hereunder prior to the date of the amendment.

     

    9.2 AMENDMENTS
      TO ENSURE PROPER CHARACTERIZATION OF PLAN.
      Notwithstanding the provisions of Section 9.1, the Plan may be amended by the
      Employer at any time, retroactively if required in the opinion of the Employer,
      in order to ensure that the Plan is characterized as “top-hat” plan as described
      under ERISA sections 201(2), 301(a)(3), and 401(a)(1), to conform the Plan
      to
      Section 409A and to conform the Plan to the requirements of any other applicable
      law (including ERISA and the Code). No such amendment shall be considered
      prejudicial to any interest of a Participant or a Beneficiary
      hereunder.

     

    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 or other pronouncement
      having the force of law, which statutory law, as changed, or final regulation
      or
      pronouncement, as promulgated, would cause the Participant to include in 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 her hereunder; provided, however, that no portion of this Section
      shall become operative to the extent that portion would result in a violation
      of
      Section 409A (e.g., by causing an impermissible distribution under Section
      409A).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (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 her federal gross
      income amounts accrued by the Participant under the Plan prior to the date
      on
      which such amounts are made available to her hereunder. If only a portion of
      the
      Participant’s Benefits are impacted by the change in the law, then only such
      portion shall be subject to this Section, with the remainder of the Benefits
      not
      so affected being subject to such rights and features as if the law were not
      changed.


    (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.

     

    ARTICLE
      10

    TERMINATION

     

    10.1 EMPLOYER’S
      RIGHT TO TERMINATE OR SUSPEND PLAN.
      Subject
      to Section 409A, the Employer reserves the right to terminate the Plan and/or
      its obligation to make further credits to Plan Accounts. The Employer also
      reserves the right to suspend the operation of the Plan for a fixed or
      indeterminate period of time.

     

    10.2 AUTOMATIC
      TERMINATION OF PLAN.
      The
      Plan automatically shall terminate upon the dissolution of the Employer, or
      upon
      its merger into or consolidation with any other corporation or business
      organization if there is a failure by the surviving corporation or business
      organization to adopt specifically and agree to continue the Plan.

     

    10.3 SUSPENSION
      OF DEFERRALS.
      In the
      event of a suspension of the Plan, the Employer shall continue all aspects
      of
      the Plan, other than Compensation Deferrals and Employer Contribution Credits,
      during the period of the suspension, in which event payments hereunder will
      continue to be made during the period of the suspension in accordance with
      Articles 5 and 6.

     

    10.4 ALLOCATION
      AND DISTRIBUTION.
      This
      Section shall become operative on a complete termination of the Plan. The
      provisions of this Section also shall become operative in the event of a partial
      termination of the Plan, as determined by the Employer, but only with respect
      to
      that portion of the Plan attributable to the Participants to whom the partial
      termination is applicable. Upon the effective date of any such event, no persons
      who were not theretofore Participants shall be eligible to become Participants
      and the payment of Plan Accounts shall be made only after Plan benefits
      otherwise become due hereunder.
      Notwithstanding the preceding section, payment of benefits may be made on
      account of termination if the Plan is terminated and liquidated in accordance
      with Treasury Reg. §1.409A-3(j)(4)(ix).

     

    10.5 SUCCESSOR
      TO EMPLOYER.
      Any
      corporation or other business organization which is a successor to the Employer
      by reason of a consolidation, merger or purchase of substantially all of the
      assets of the Employer shall have the right to become a party to the Plan by
      adopting the same by resolution of the entity’s board of directors or other
      appropriate governing body. If, within ninety (90) days from the effective
      date
      of such consolidation, merger or sale of assets, such new entity does not become
      a party hereto, as above provided, the Plan automatically shall be terminated,
      and the provisions of Section 10.4 shall become operative.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    10.6 PROHIBITED
      ACCELERATION/DISTRIBUTION TIMING.
      This
      Section shall take precedence over any other provision of the Plan or this
      Article 10 to the contrary. No provision of this Plan shall be followed if
      following the provision would result in the acceleration of the time or schedule
      of any payment from the Plan as would require immediate income tax to
      Participants based on the law in effect at the time the distribution is to
      be
      made, including Section 409A. In addition, if the timing of any distribution
      election would result in any tax or other penalty (other than ordinarily payable
      Federal, state and local income taxes and payroll taxes), which tax or penalty
      can be avoided by payment of the distribution at a later time, then the
      distribution shall be made (or commence as the case may be) on (or as soon
      as
      practicable after) the first date on which such distributions can be made (or
      commence) without such tax or penalty.

     

    ARTICLE
      11

    THE
      TRUST

     

    11.1 ESTABLISHMENT
      OF TRUST.
      The
      Employer may, but need not, establish the Trust
      with the Trustee pursuant to such terms and conditions as are set forth in
      the
      Trust agreement to be entered into between the Employer and the Trustee. The
      Trust is intended to be treated as a “grantor” trust under the Code and the
      establishment of the Trust is not intended to cause the Participant to realize
      current income on amounts contributed thereto, nor to cause the Plan to be
      “funded” within the meaning of ERISA, and the Trust shall be so
      interpreted.

     

    ARTICLE
      12

    MISCELLANEOUS

     

    12.1 LIMITATIONS
      ON LIABILITY OF EMPLOYER.
      Neither
      the establishment of the Plan
      nor
      any modification thereof, nor the creation of any account under the Plan, nor
      the payment of any benefits under the Plan shall be construed as giving to
      any
      Participant or other person any legal
      or
      equitable right against the Employer, or any officer or employer thereof except
      as provided by law or by any Plan provision. The Employer does not in any way
      guarantee any Participant’s Account from loss or depreciation, whether caused by
      poor investment performance of a deemed investment or the inability to realize
      upon an investment due to an insolvency affecting an investment vehicle or
      any
      other reason. In no event shall the Employer, or any successor, employee,
officer,
      director or stockholder of the Employer, be liable to any person on account
      of
      any claim arising
      by reason of the provisions of the Plan or of any instrument or instruments
      implementing its provisions, or for the failure of any Participant, Beneficiary
      or other person to be entitled to any particular tax consequences with respect
      to the Plan, or any credit or distribution hereunder.

     

    12.2 CONSTRUCTION.
      If any
      provision of the Plan is held to be illegal or void, such illegality
      or invalidity shall not affect the remaining provisions of the Plan, but shall
      be fully severable,
      and the Plan shall be construed and enforced as if said illegal or invalid
      provision had never
      been inserted herein. For all purposes of the Plan, where the context admits,
      the singular shall include the plural, and the plural shall include the
      singular. Headings of Articles and Sections herein are inserted only for
      convenience of reference and are not to be considered in the construction of
      the
Plan.
      The
      laws of the State of Maryland shall govern, control and determine all questions
      of law arising
      with respect to the Plan and the interpretation and validity of its respective
      provisions, except where
      those laws are preempted by the laws of the United States. Participation under
      the Plan will not
      give
      any Participant the right to be retained in the service of the Employer nor
      any
      right or claim to any benefit under the Plan unless such right or claim has
      specifically accrued hereunder.

     

    The
      Plan
      is intended to be and at all times shall be interpreted and administered so
      as
      to qualify as a top-hat plan (as aforesaid), and no provision of the Plan shall
      be interpreted so as to give any individual any right in any assets of the
      Employer which right is greater than the rights of a general unsecured creditor
      of the Employer.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    12.3 SPENDTHRIFT
      PROVISION.
      No
      amount payable to a Participant or a Beneficiary under the Plan will, except
      as
      otherwise specifically provided by law, be subject in any manner to
      anticipation, alienation, attachment, garnishment, sale, transfer, assignment
      (either at law or in equity),
      levy, execution, pledge, encumbrance, charge or any other legal or equitable
      process, and any
      attempt to do so will be void; nor will any benefit be in any manner liable
      for
      or subject to the debts, contracts, liabilities, engagements or torts of the
      person entitled thereto. Further, subject to Section
      409A, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery
      under the Plan of overpayments of benefits previously made to a Participant
      or
      Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan
      to another plan, or (iv) the direct deposit of benefit payments to an account
      in
      a banking institution (if not actually part of an arrangement constituting
      an
      assignment or alienation) shall not be construed as an assignment or
      alienation.

     

    In
      the
      event that any Participant’s or Beneficiary’s benefits hereunder are garnished
      or attached
      by order of any court, the Employer or Trustee may bring an action or a
      declaratory judgment
      in a court of competent jurisdiction to determine the proper recipient of the
      benefits to be paid under the Plan. During the pendency of said action, any
      benefits that become payable shall be held as credits to the Participant’s or
      Beneficiary’s Account or, if the Employer or Trustee prefers, paid into the
      court as they become payable, to be distributed by the court to the recipient
      as
      the court deems
      proper at the close of said action.

     

    12.4 AGGREGATION
      OF EMPLOYERS.
      To the
      extent required under Section 409A, if the Employer is a member of a controlled
      group of corporations or a group of trades or businesses under common control
      (as described in Code sections 414(b) or (c)), all members of the group shall
      be
      treated as a single Employer for purposes of whether there has occurred a
      Separation from Service and for any other purposes under the Plan as Section
      409A shall require.

     

    IN
      WITNESS WHEREOF, the Employer has caused this amended and restated Plan to
      be
      executed and its seal to be affixed hereto, effective as of the 19th
      day of
      November, 2008.

     

    
      	
              ATTEST/WITNESS:

            	
              FIRST
                UNITED CORPORATION

            	 
	 	 	 
	 	By:	
               /s/
                William B. Grant

            	
              (SEAL)

            
	
               

            	
              /s/

            	
            	Print Name:	
              William
                B. Grant

            	 


    


    
      
        
        

      

      
        20