Exhibit 10.10


FIRST AMENDMENT TO AGREEMENT UNDER THE FIRST UNITED


CORPORATION CHANGE IN CONTROL SEVERANCE
PLAN


 


This is the First Amendment to that certain
Change in Control Severance Agreement, dated as of February 14, 2007 (the “Agreement”), between First United Corporation
(the “Company”) and _____________________________ (the “Eligible Employee”) under the First United Corporation
Change in Control Severance Plan (as the same may be amended and/or restated from time to time, the “Plan”).


 


BACKGROUND


 


Pursuant to Section 6(b) of the Agreement,
the Company may amend, modify or terminate the Agreement without the consent of the Eligible Employee as the Company deems necessary
or appropriate to ensure compliance with any law, rule, regulation or other regulatory pronouncement applicable to the Plan or
the Agreement, including, without limitation, Section 409A of the Internal Revenue Code (the “Code”) and any Treasury
Regulations or other guidance thereunder.


 


The Internal Revenue Service has issued
guidance under Section 409A of the Code, and in particular Notice 2010-6 and Notice 2010-80, which guidance calls into question
certain provisions of deferred compensation arrangements that can have the effect of making the timing of payments after a permissible
payment event dependent upon certain actions being taken by a service provider who is covered under the arrangement.


 


The Company deems it necessary or appropriate
to amend the Agreement solely to comply with the requirements of Section 409A of the Internal Revenue Code and IRS Notice 2010-6
and IRS Notice 2010-80.


 


NOW, THEREFORE, the Agreement is amended
as follows, effective immediately:


 


1.           The
Agreement is hereby amended by deleting Section 3(c) and substituting the following language in lieu thereof:


 


			“(c)          Payment of Severance. Subject to subsections (h)
and (i) below and Section 4, if the Eligible Employee incurs a Severance during a Change in Control Protection Period, the Company
shall pay to him or her a lump sum cash payment on the 60th day after the Severance Date, equal to two (2) times the Eligible Employee’s
Final Pay.”



 


2.           The
Agreement is hereby further amended by deleting Section 3(h) and substituting the following language in lieu thereof:


 


“(h)          Release.
The Company will provide the Eligible Employee with a written release and agreement within five (5) days of his Severance during
a Change in Control Protection Period. The Eligible Employee shall not be eligible to receive any Change in Control Severance Benefits
provided in this Section 3 (other than payments under Section 3(b)) and such Change in Control Severance Benefits shall be forfeited
unless he or she has executed and submitted the written release and agreement provided by the Company and the applicable period
during which the Eligible Employee may revoke such release and agreement has expired on or before the 60th day after the date provided
in subsection 3(c).”


 


3.           The
Agreement is hereby amended by deleting Section 4(c) and substituting the following language in lieu thereof:


 


“(c)          Payment
of Remaining Benefits. If the determination is made that an Eligible Employee’s Change in Control Severance Benefits must
be reduced in accordance with Section 4(b), then the amount of such Benefits that are actually paid to the Eligible Employee pursuant
to Section 3(c) will be the amount determined under Section 4(a) (the “Remaining Benefits”) and such Remaining Benefits
will be paid at the same time and in the same form otherwise specified in Section 3(c).”


 




    	 



    	 



    

 


Except as expressly amended hereby, the
Agreement remains unchanged and in full force and effect.


 


IN WITNESS WHEREOF this First Amendment
has been executed on the date set forth below.


 


	 	FIRST UNITED CORPORATION
	 	 
	 	By:	/s/ William B. Grant
	 	Name:	William B. Grant
	 	Title:	Chairman/Chief Executive Officer
	 	 	 
	 	Date:	December 28, 2012