Exhibit 10(xviii)

                               FIRST AMENDMENT OF
                           MONROE BANCORP THRIFT PLAN
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       (As Amended and Restated Generally Effective as of January 1, 2001)


WHEREAS, Monroe Bancorp (the "Corporation") maintains the Monroe Bancorp Thrift
Plan (As Amended and Restated Generally Effective as of January 1, 2001) ("the
Plan"); and

WHEREAS, the Corporation has determined that the Plan should be amended (i) to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 ("EGTRRA") which amendments in Sections 1 through 10 below are
intended to constitute good faith compliance with the requirements of EGTRRA and
are to be construed in accordance with EGTRRA and guidance issued thereunder and
(ii) to provide that the election not to have compensation deferrals to the Plan
increased by the cash dividends distributed from the Monroe Bancorp Employee
Stock Ownership Plan will be a continuing, not an annual election; and

WHEREAS, pursuant to the authority contained in Section 9.1 of the Plan, the
Corporation has reserved the right to amend the Plan;

NOW, THEREFORE, the Corporation hereby amends the Plan, effective as of the
dates specified below, in the following particulars, which amendment will
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment:

SECTION 1. LIMITATIONS ON CONTRIBUTIONS

Maximum Annual Additions. Except to the extent permitted under Section 9 of this
amendment and Code Section 414(v), if applicable, the Annual Addition that may
be contributed or allocated to a Participant's Account under the Plan for any
Plan Year beginning on or after January 1, 2002 will not exceed the lesser of:

     (a)  $40,000, as adjusted for increases in the cost-of-living under Code
          Section 415(d); or

     (b)  100 percent of the Participant's compensation, within the meaning of
          Code Section 415(c)(3), for the Plan Year. The compensation limit
          referred to in (b) will not apply to any contribution for medical
          benefits after separation from service (within the meaning of Code
          Sections 401(h) or 419A(f)(2)) which is otherwise treated as an Annual
          Addition.

SECTION 2. INCREASE IN COMPENSATION LIMIT

The annual compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December 31, 2001, will not exceed
$200,000, as adjusted for cost-of-living increases in accordance with Code
Section 401(a)(17)(B). Annual compensation means compensation paid during the
Plan Year. The cost-of-living adjustment under Code Section 401(a)(17)(B) in
effect for a calendar year applies to annual compensation for the Plan Year that
begins with such calendar year.

SECTION 3. MODIFICATION OF TOP-HEAVY RULES

1. Effective Date. This Section 3 applies for purposes of determining whether
the Plan is a Top-Heavy Plan under Code Section 416(g) for Plan Years beginning
after December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Code Section 416(c) for such years. This Section 3 amends
Supplement C of the Plan.

2. Determination of Top-Heavy Status.


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2.1 Key Employee. Key Employee means any employee or former employee (including
any deceased employee) who at any time during the Plan Year that includes the
Determination Date was an officer of an Affiliate having annual compensation
greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years
beginning after December 31, 2002), a five-percent owner of an Affiliate, or a
one-percent owner of an Affiliate having annual compensation of more than
$150,000. For this purpose, annual compensation means compensation within the
meaning of Code Section 415(c)(3). The determination of who is a Key Employee
will be made in accordance with Code Section 416(i)(1) and the applicable
regulations and other guidance of general applicability issued thereunder.

2.2 Determination of Present Values and Amounts. This Section 2.2 applies for
purposes of determining the present values of accrued benefits and the amounts
of Account balances of employees as of the Determination Date.

2.2.1 Distributions During Plan Year Ending on Determination Date. The present
values of accrued benefits and the amounts of Account balances of an employee as
of the Determination Date will be increased by the distributions made with
respect to the employee under the Plan and any plan aggregated with the Plan
under Code Section 416(g)(2) during the one-year period ending on the
Determination Date. The preceding sentence also applies to distributions under a
terminated plan which, had it not been terminated, would have been aggregated
with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution
made for a reason other than separation from service, death, or Total and
Permanent Disability, this provision will be applied by substituting "five-year
period" for "one-year period."

2.2.2 Employees Not Performing Services During Plan Year Ending on Determination
Date. The accrued benefits and Accounts of any individual who has not performed
services for an Affiliate during the one-year period ending on the Determination
Date will not be taken into account.

3. Minimum Benefits and Matching Contributions. Employer Matching Contributions
will be taken into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and Supplement C. The preceding sentence
will apply with respect to Matching Contributions under the Plan or, if the Plan
provides that the minimum contribution requirement will be met in another plan,
such other plan. Employer Matching Contributions that are used to satisfy the
minimum contribution requirements will be treated as Matching Contributions for
purposes of the Contribution Percentage test and other requirements of Code
Section 401(m).

SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

1. Effective Date. This Section 4 applies to distributions from the Plan made
after December 31, 2001.

2. Modification of Definition of Eligible Retirement Plan. For purposes of the
Direct Rollover provisions in Section 6.10 of the Plan, an Eligible Retirement
Plan will also mean an annuity contract described in Code Section 403(b) and an
eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this Plan. The definition of Eligible
Retirement Plan also applies in the case of a distribution to a Surviving
Spouse, or to a spouse or former spouse who is the Alternate Payee under a
Qualified Domestic Relations Order, as defined in Code Section 414(p).

SECTION 5. ROLLOVERS FROM OTHER PLANS

The Plan will accept Participant Rollover Contributions and/or Direct Rollovers
of distributions made after December 31, 2001, from the types of plans listed
below, beginning on January 1, 2002; however, the Plan will not accept rollovers
from Surviving Spouses.

Direct Rollovers: The Plan will accept a Direct Rollover of an Eligible Rollover
Distribution from a qualified plan described in Code Section 401(a) or 403(a),
excluding after-tax employee contributions.


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Participant Rollover Contributions from Other Plans: The Plan will accept a
Participant contribution of an Eligible Rollover Distribution from a qualified
plan described in Code Section 401(a) or 403(a).

Participant Rollover Contributions from IRAs: The Plan will not accept a
Participant Rollover Contribution of the portion of a distribution from an
individual retirement account or annuity described in Code Section 408(a) or
408(b) that is eligible to be rolled over and would otherwise be includible in
gross income.

SECTION 6.  ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

1. Applicability and Effective Date. This Section will be effective with respect
to distributions from the Plan made after December 31, 2001 with respect to
Participants who separate from service after December 31, 2000.

2. Rollovers Disregarded in Determining Value of Account Balance for Involuntary
Distributions. For purposes of Section 6.5(a) of the Plan, the value of a
Participant's nonforfeitable Account balance will be determined without regard
to that portion of the Account balance that is attributable to Rollover
Contributions (and earnings allocable thereto) within the meaning of Code
Sections 402(c), 403(a)(4) and 408(d)(3)(A)(ii). If the value of the
Participant's nonforfeitable Account balance, as so determined, is $5,000 or
less, the Plan will distribute the Participant's entire nonforfeitable Account
balance at the same time and in the same manner as provided in Article VI of the
Plan for Account balances of $5,000 or less.

SECTION 7.  REPEAL OF MULTIPLE USE TEST

The multiple use test described in Section 1.401(m)-2 of the Treasury
Regulations and Section B-5 of the Plan will not apply for Plan Years beginning
after December 31, 2001.

SECTION 8.  ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No Participant will be permitted to have elective deferrals made under this
Plan, or any other qualified plan maintained by the Employer during any taxable
year, in excess of the dollar limitation contained in Code Section 402(g) in
effect for such taxable year, except to the extent permitted under Section 9 of
this amendment and Code Section 414(v).

SECTION 9.  CATCH-UP CONTRIBUTIONS

Effective January 1, 2002, all Participants who are eligible to make
Compensation Deferrals under the Plan and who have attained age 50 before the
close of the Plan Year will be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Code Section 414(v). Such
catch-up contributions will not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code Sections
402(g) and 415. The Plan will not be treated as failing to satisfy the
provisions of the Plan implementing the requirements Code Sections 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making
of such catch-up contributions.

SECTION 10. COMPENSATION DEFERRALS.

Effective January 1, 2002, each Participant may elect to defer from one to sixty
percent of his Total Compensation (as defined in Section 5.7) each Plan Year in
multiples of one percent. Any amount so deferred (referred to as a Participant's
"Compensation Deferrals") under Section 3.1 of the Plan will be withheld from
the Participant's Total Compensation and contributed to the Plan under Section
4.1 of the Plan.

SECTION 11. ELECTION NOT TO HAVE COMPENSATION DEFERRALS INCREASED

Subsections 3.1(b)(i), (ii) and (iii) of the Plan are amended to read as follows
effective January 1, 2002:


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(i) The Participant must make a written election requesting that no increase be
made on a form provided by the Committee for such purpose. Such election will
apply to 100 percent of the dividends which are distributed to the Participant
for the Plan Years during which the election is in effect (no partial elections
will be permitted), must be filed with the Committee on or before the date
specified by the Committee for effectively making the election (the date will be
prior to the first day of the first Plan Year to which the election relates) and
will remain in effect until the date on which the Participant revokes his
election. Provided, however, once made, a revocation election will not be
effective until the first day of the Plan Year next following the Plan Year to
which the election relates.

(ii) Notwithstanding the provisions of clause (i), if a Covered Employee becomes
a Participant on an Entry Date other than the first day of a Plan Year or a
terminated Participant is reemployed and again becomes a Participant on a date
other than the first day of a Plan Year, such Covered Employee may make an
election under this subsection (b), to be effective upon his Entry Date,
applicable to cash dividends paid with respect to the ESOP on and after such
Entry Date.

(iii) In the event a Covered Employee does not so elect when initially eligible,
he may subsequently elect not to have increased Compensation Deferrals made
under this subsection (b). Such election must be made in writing on a form
provided by the Committee for such purpose and will be effective as of the first
day of the Plan Year next following the date on which the Participant files such
election form with the Committee.

IN WITNESS WHEREOF, the Corporation, by its officers thereunder duly authorized,
adopts this First Amendment this 31st day of October, 2002, but effective as of
the dates specified above.


MONROE BANCORP

By:  /s/ Mark D. Bradford

Title: President and CEO

ATTEST:

By: /s/ R. Scott Walters

Title:  Secretary





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