Exhibit 10(xxii)

                               FIFTH AMENDMENT OF
                           MONROE BANCORP THRIFT PLAN
                           --------------------------
       (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 Economic Growth and Tax Relief Reconciliation Act of
2001 (i) requires retirement plans which provide for the mandatory cash out of
small benefits to roll the cashed out benefits of more than $1,000 to an
individual retirement plan, effective with respect to distributions made on or
after March 28, 2005; and (ii) allows Internal Revenue Code Section 401(k) plans
to be amended to include "Roth 401(k)" contributions effective as of January 1,
2006; and

WHEREAS, the Corporation has determined that the Plan should be amended to (i)
comply with the automatic rollover requirement, (ii) add the availability of
Roth 401(k) contributions; and (iii) change the definition of compensation to
exclude compensation not paid in cash; 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, pursuant to the amending power reserved to the Corporation and
delegated to the undersigned individuals, the Plan is hereby amended, effective
as of the dates indicated, as follows: By substituting the following sentence
for the first sentence of Section 5.7, effective as of January 1, 2005: "A
Participant's `Total Compensation' for any Plan Year means the total amount paid
to the Participant by the Employers for that year as reported on the
Participant's federal wage and tax statement (Form W-2), plus the amount of
Compensation Deferral Contributions made on his behalf that would have been
reported as taxable income on Form W-2 for that year but for his Compensation
Deferral election and the amount that was not reported as taxable income on Form
W-2 as a result of an election made by the Participant under a Code Section 125
or 132(f) plan maintained by an Employer less any salary reduction contributions
under the Monroe Bancorp Executives' Deferred Compensation Plan, any amounts
paid to Participants during the Plan Year under the `Quality Award Program'
sponsored by an Employer and any amounts not paid to Participants as cash
compensation."

By adding the following sentences to the end of subsection 6.5(a) effective with
respect to distributions made on or after March 28, 2005:

"If the Participant's vested Account balance exceeds $1,000 but does not exceed
$5,000 and the Participant does not elect to have the distribution paid to an
Eligible Retirement Plan specified by the Participant in a direct rollover or to
receive the distribution directly, then the Committee will pay the distribution
in a direct rollover to an individual retirement plan designated by the
Committee. If the benefit is payable to the Participant's Surviving Spouse,
Beneficiary or Alternate Payee, the benefit will be paid in cash directly to the
Surviving Spouse, Beneficiary or Alternate Payee."

By adding the following new Supplement F to the Plan, effective as of January 1,
2006:

                                  "SUPPLEMENT F

                            Roth 401(k) Contributions
                            -------------------------

Section F-1 Purpose. The purpose of this Supplement F is to set forth the
special provisions that apply to Compensation Deferral Contributions that are
designated `Roth 401(k) Contributions,' as defined in Section F-2, made on or
after January 1, 2006. The provisions of this Supplement F will supersede the
provisions of the Plan (except such provisions as impose conditions or


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limitations required by applicable law) to the extent necessary to eliminate any
inconsistency between the Plan and this Supplement F.

Section F-2 Definition. A `Roth 401(k) Contribution' means a Compensation
Deferral Contribution made by an Employer to the Plan at the election of the
Participant which is:

     (a)  Designated irrevocably by the Participant at the time of the election
          as a Roth 401(k) Contribution;

     (b)  Treated by the Employer as includible in the Participant's income at
          the time the Participant would have received the Total Compensation if
          the Participant had not made the election; and

     (c)  Maintained by the Plan in a separate sub-account (the `Roth 401(k)
          Contribution Account') under the Participant's Compensation Deferral
          Contribution Account as described in Section F-5.

Section F-3 Roth 401(k) Contribution Elections. A Participant may elect, in
accordance with Section 3.1 and this Section, to classify all or any portion of
his Compensation Deferrals as Roth 401(k) Contributions. The election, once
made, is irrevocable with respect to the Roth 401(k) Contributions made under
such election. A Participant may change his Compensation Deferral election as
provided in Section 3.2, 3.3 and this Section; however, the characterization of
the Roth 401(k) Contributions withheld prior to the effective date of the change
in election may not be altered. Except as otherwise provided in this Supplement,
Roth 401(k) Contributions will be treated as Compensation Deferrals for all
purposes of the Plan including the Annual Additions limitations of Section 5.8;
the Annual Dollar Limitation provided for in Section B-2, as modified by Section
9 of the First Amendment; the Percentage Limitation described in Section B-3, as
modified by B-8; and the determination of whether the Plan is a Top-Heavy Plan
as provided in Supplement C.

Section F-4 Automatic Compensation Deferrals. Unless a Participant elects
otherwise in writing under rules established by the Committee, the automatic
Compensation Deferrals made pursuant to subsection 3.1(b) will not be designated
Roth 401(k) Contributions and will be credited to a Participant's Compensation
Deferral Contribution Account pursuant to Section 5.4.

Section F-5 Roth 401(k) Contribution Sub-Account. The Committee will create and
maintain a `Roth 401(k) Contribution Sub-Account' in the Participant's
Compensation Deferral Contribution Account to reflect Compensation Deferral
Contributions designated as Roth 401(k) Contributions made on behalf of the
Participant and any gains, losses, withdrawals and other credits or charges made
to such account and will maintain sufficient information to determine the extent
to which any distribution from such account is a Qualified Distribution as
described in Section F-6. The Roth 401(k) Contribution Sub-Account will be a
sub-account of the Compensation Deferral Contribution Account and will be
distributable at the same time and in the same manner as a Participant's
Compensation Deferral Contribution Account.

Section F-6 Distribution of the Roth 401(k) Sub-account. Any `Qualified
Distribution' from a Participant's Roth 401(k) Contribution Sub-Account will not
be included in the Participant's gross income. For purposes of this Supplement,
a Qualified Distribution is one that is both:

     (a)  made after a five taxable year period beginning with the earlier of
          (i) the first taxable year the Participant made a Roth 401(k)
          Contribution to the Plan; or (ii) if the Participant has a Roth
          Rollover Account, as described in F-7, the first taxable year for
          which the individual made a designated Roth contribution to the
          previously established account; and

     (b)  made on or after the date on which the Participant attains age 59 1/2,
          dies, or becomes Totally and Permanently Disabled.

Any distribution of the earnings from a Participant's Roth 401(k) Contribution
Sub-Account that is not a Qualified Distribution will be included in a
Participant's gross income unless it is distributed in accordance with Section


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F-8; however, except as otherwise required under the Code, the return of the
Participant's `investment in the contract' under the principals of Code Section
72 will not be taxable.

Section F-7 Rollover Contributions and Direct Transfers. Any Rollover
Contribution or direct transfer made pursuant to Section 4.7 that is being
rolled or transferred from a Roth contribution account under a Code Section
401(k) or 403(b) plan or a Roth individual retirement account will be credited
to a segregated account (the `Roth Rollover Account'), a sub-account of the
Participant's Rollover Contribution Account, in accordance with the rules and
procedures established by the Committee and the Roth Rollover Account will be
subject to the same separate accounting requirements as provided in Section F-5
with respect to Roth 401(k) Contribution Sub-Accounts.

Section F-8 Direct Rollovers. A Participant may elect to make a Direct Rollover
of all or a portion of his Roth 401(k) Contribution Sub-Account or Roth Rollover
Account as provided in Section 6.10; however, for purposes of this Section, an
`Eligible Retirement Plan' means another designated Roth 401(k) account, Roth
403(b) account or Roth individual retirement account maintained by the
Participant.

Section F-9 Return of Excess Compensation Deferral Contributions. To the extent
that distribution of a Participant's Compensation Deferrals, plus earnings, is
required under the provisions of Section B-2 or B-3, and the Participant has
made Roth 401(k) Contributions during the Plan Year, unless a Participant elects
otherwise under rules established by the Committee, any distribution of an
excess Compensation Deferral Contribution will be made first from the funds
contributed during the Plan Year to the Roth 401(k) Contribution Sub-Account and
then from the funds contributed during the Plan Year to the Compensation
Deferral Contribution Account."

IN WITNESS WHEREOF, the Corporation, by its officers thereunder duly authorized,
adopts this Fifth Amendment this 8th day of December, 2005, but effective as of
the dates indicated.

MONROE BANCORP

By:  Mark D. Bradford

Title:  President and CEO


ATTEST:

By:  R. Scott Walters

Title:  Secretary








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