Exhibit 10.4

                            ENDORSEMENT SPLIT DOLLAR
                               INSURANCE AGREEMENT

         THIS ENDORSEMENT SPLIT DOLLAR INSURANCE  AGREEMENT (the "Agreement") is
made as of the 2nd day of  January,  2002,  by and between  First  United Bank &
Trust, a(n) state bank (the "Bank"), located at 19 South Second Street, Oakland,
MD 21550 and Robert W. Kurtz, an employee of the Bank (the "Employee").

                                    RECITALS:

         In  consideration  of  the  faithful  performance  of  services  by the
Employee as an employee of the Bank,  the Bank wishes to benefit the Employee by
entering into a split-dollar  life insurance  arrangement in accordance with the
terms and conditions set forth herein.

         NOW, THEREFORE, the parties mutually agree as follows:

         1. General.  This  Agreement  describes  the terms and  conditions of a
split  dollar  arrangement  between the Bank and the  Employee  relating to that
certain life  insurance  policy (the "Policy")  issued by New York Life,  with a
Policy  number of  __________  on the life of the  Employee in the initial  fact
amount of $322,166,  and by Mass Mutual, with a Policy number of ____________ on
the life of the Employee in the initial fact amount of $305,333.

         2.  Acquisition  of Policy;  Payment of  Premiums.  The  parties  shall
cooperate in applying for and obtaining  the Policy.  The Policy shall be issued
to the  Bank as the sole  and  exclusive  owner  of the  Policy,  subject  to an
endorsement in favor of the Employee s hereinafter provided.  The Bank shall pay
all of the net  premiums due on the Policy and shall be solely  responsible  for
the  calculation  of the  economic  benefit to the Employee  resulting  from its
payment of such premiums.

         3.  Endorsement.  (a) Upon  issuance  of the  Policy,  the Bank and the
Employee shall execute, in form acceptable to the parties and to the Insurer, an
endorsement to the Policy in favor of the Employee (the "Endorsement Plan"). The
Endorsement  Plan shall give the Employee the right,  upon the Employee's  death
while  this  Agreement  is  in  force,   to  designate  the   beneficiary   (the
"Beneficiary")  of the proceeds  from the Policy in excess of the Policy's  cash
surrender value (the  "Endorsement  Amount").  As between the parties hereto, in
the event of any  conflict  between the terms of the  Endorsement  Plan and this
Agreement, the terms of this Agreement shall prevail.

              (b) In no event shall the  Endorsement  Plan grant to the Employee
the right to surrender the Policy or borrow against the cash surrender  value of
the Policy or any other right or power  constituting an incident of ownership in
the Policy.  Except for the rights  granted to the  Employee in the  Endorsement
Plan,  the Bank shall  have all of the rights of the owner  under the Policy and
shall be entitled to exercise all o such rights,  options and privileges without
the consent of the Employee.  Without  limiting the generality of the foregoing,
the Employee  understands and agrees that the cash surrender value of the Policy
shall at all times be the property of the Bank.

         4. Death of the Employee.  In the event of the  Employee's  death while
this  Agreement is in force,  the Bank and the  Beneficiary  shall take steps to
collect the proceeds of the Policy by  submitting  the proper claim forms to the
Insurer.  That portion of the  proceeds of the Policy  equal to the  Endorsement
Amount shall be paid directly to the  Beneficiary.  That portion of the proceeds
of the  Policy  in  excess  of the  Endorsement  Amount  shall  be  paid  to the
beneficiary designated by the Bank.

         5. Termination of Agreement.

              (a)  Subject  to  fulfillment  of  the  obligations  arising  upon
termination  hereinafter set forth,  this Agreement shall terminate on the first
to occur of the  following  events  (each  referred to herein as a  "Termination
Event"):

                   (i)  delivery  of  written  notice  of  termination  of  this
Agreement by the Bank to the Employee;


                   (ii)  delivery  of  written  notice  of  termination  of this
Agreement by the Employee to the Bank; or

                   (iii) at the  election  of the Bank upon  termination  of the
Employee's  service as a Employee  of the Bank for any reason by either the Bank
or the Employee.

              (b) Within  thirty (30)  business  days  following  a  Termination
Event, the Bank, in its sole discretion, may take the following action:

                   (i)  surrender  the Policy  and  collect  its cash  surrender
value;

              (c) At any time  following  a  Termination  Event,  the Bank  may,
without  notice to the Employee and without the Employee's  consent,  cancel the
Endorsement  Plan. In addition,  the Employee  shall  cooperate in effecting any
full or  partial  policy  surrender  or  policy  loan  requested  by the Bank in
connection with the Bank's exercise of any option  described under  subparagraph
(b) above.

         6. Provisions  Regarding the Insurer. The parties acknowledge and agree
as follows:

              (a) The  Insurer  shall be  bound  only by the  provisions  of the
Policy and any
endorsement thereto.

              (b) Any payment made or actions taken by the Insurer in accordance
with the  provisions  of the  Policy and any  endorsement  thereto  shall  fully
discharge  the  Insurer  from all  claims,  suits  and  demands  of all  persons
whatsoever.

              (c) The Insurer  shall not be seemed a party to, or to have notice
of, this Agreement or the provisions  hereof and shall have no obligation to see
to the performance of the obligations of the parties hereunder.

         7. Disability Waiver of Premiums. The parties may, by mutual agreement,
add an agreement or rider to the Policy  providing for the waiver of premiums in
the event of the insured's  disability.  Any additional premium  attributable to
such agreement or rider shall be payable to the Employee or in such other manner
as the parties agree.

         8.  Amendment.  This  Agreement  may be altered,  amended or  modified,
including  the  addition of any extra policy  provisions,  but only by a written
instrument signed by all of the parties.

         9.  Notice  Provision.  Each notice and other  communication  hereunder
shall be in writing and shall be delivered or mailed by registered mail,  return
receipt  requested,  and shall be  deemed to have been  given on the date of its
delivery, if delivered, and on the fifth full business day following the date of
the  mailing,  if  mailed  to  each  of the  parties  thereto  at the  following
respective  addresses  or such other  address as may be  specified in any notice
delivered or mailed as above provided:

              (a) If to the Bank to:

                     First United Bank & Trust
                     19 South Second Street
                     Oakland, Maryland 21550
                     Attention:  Robert Kurtz

              (b) If to the Employee:

                     To  the  address  on  record  with  the  Payroll Department
of the Bank.


         10.  Assignment.   A  party  may  assign  such  party's  interests  and
obligations under this Agreement at any time subject to the terms and conditions
of this Agreement.

         11. Governing Law. This Agreement shall be governed by and construed in
accordance  with  the laws of the  State  of  Maryland,  without  regard  to any
principles of conflicts of law of such State (Commonwealth).

         12. Entire Agreement. This Agreement sets forth the entire agreement of
the  parties  with  respect  to the  subject  matter  hereof.  Any and all prior
agreements or understandings with respect to such matters are hereby superseded.

         13. Status of Plan Under ERISA.  The parties  acknowledge and agree (a)
that the split dollar  arrangement  described in this  Agreement is an "employee
welfare  benefit  plan"  within  the  meaning of  Section  3(1) of the  Employee
Retirement  Income Security Action of 1974, as amended  ("ERISA");  (b) that the
Employee participated in the negotiation of such arrangement and had significant
influence on its design;  and (c) that as a result,  the arrangement is intended
to qualify as a plan maintained primarily for purposes of providing benefits for
a select group of management and highly compensated employees within the meaning
of Labor Regulations Sectio 2520.104-24.

         14. ERISA Provisions. The following provisions are intended to meet the
requirements of ERISA and shall be interpreted in a manner consistent therewith:

              (a) Named Fiduciary. The "Named Fiduciary" is the Bank.

              (b)  Claims  Procedure.  Any person  claiming a benefit  under the
Agreement (a "Claimant")  shall present the claim, in writing,  to the Bank, and
the Bank shall respond in writing. If the claim is denied, the written notice of
denial shall state, in a manner calculated to be understood by the Claimant:

                   (i) The specific reason or reasons for denial,  with specific
references to the Agreement provisions on which the denial is based;

                   (ii) A description of any additional  material or information
necessary  for the Claimant to perfect his, her or its claim and an  explanation
of why such material or information is necessary; and

                   (iii)  An  explanation  of  the  Agreement's   claims  review
procedure.

         The written notice  denying or granting the  Claimant's  claim shall be
provided to the Claimant within ninety (90) days after the Bank's receipt of the
claim, unless special  circumstances require an extension of time for processing
the claim.  If such an extension is required,  written  notice of the  extension
shall be furnished by the Bank to the  Claimant  within the initial  ninety (90)
day period.  Any  extension  notice  shall  indicate  the special  circumstances
requiring  the  extension  and the date on which  the Bank  expects  to render a
decision on the claim. Any claim not granted or denied within the period noticed
above shall be deemed to have been denied.

         Any  Claimant  whose claim is denied,  or deemed to be denied under the
preceding sentence,  or such Claimant's authorized  representative,  may, within
sixty (60) days after the Claimant's  receipt of notice of the denial,  or after
the date of the deemed  denial,  request a review of the denial by notice given,
in writing,  to the Bank.  Upon such a request  for  review,  the claim shall be
reviewed by the Bank (or its designated representative).  In connection with the
review, the Claimant may have  representation,  may examine pertinent documents,
and may submit issues and comments in writing.

         The decision on review normally shall be made within sixty (60) days of
the  Bank's  receipt of the  request  for  review.  If an  extension  of time is
required  due to special  circumstances,  the  Claimant  shall be  notified,  in
writing,  by the Bank,  and the time limit for the  decision on review  shall be
extended to one hundred  twenty  (120) days.  The decision on review shall be in
writing  and  shall  state,  in a  manner  calculated  to be  understood  by the
Claimant,  the specific reasons for the decision and shall include references to
the relevant  Agreement  provisions on which the decision is based.  The written
decision  on review  shall be given to the  Claimant  within the sixty (60) days
(or, if  applicable,  the one  hundred  twenty  (120) day) time limit  discussed
above.  If the decision on review is not  communicated  to the Claimant with the



sixty (60) days (or, if  applicable,  the one hundred  twenty  (120) day) period
discussed above, the claim shall be deemed to have been denied upon review.  All
decisions on review  shall be final and binding  with  respect to all  concerned
parties.

         IN WITNESS  WHEREOF,  the parties have signed this  Agreement as of the
day and year first above written.

                            EMPLOYER:

                            FIRST UNITED BANK & TRUST

                            By: /s/ William B. Grant
                                ------------------------------------------------

                            Title: Chairman & CEO
                                   ---------------------------------------------


                            EMPLOYEE:

                            Signature: /s/ Robert W. Kurtz
                                       -----------------------------------------

                            Robert W. Kurtz
                            ----------------------------------------------------
                            Printed Name of Employee






                            FIRST UNITED BANK & TRUST
                          ENDORSEMENT SPLIT DOLLAR PLAN
            BENEFICIARY DESIGNATION AND LIMITED ASSIGNMENT OF RIGHTS

OWNER:   First United Bank & Trust  , and its successors and assigns (EMPLOYER)
         ---------------------------

ENDORSEE: Robert W. Kurtz     , and his/her successors and assigns (EMPLOYEE)
          --------------------

INSURER: Mass Mutual
         ---------------------

POLICY NO.:
            ------------------

INSURED: Robert W. Kurtz      , (EMPLOYEE)
         ---------------------

In consideration of the First United Bank & Trust  Endorsement Split Dollar Life
Insurance Agreement (the "Agreement") entered into between the above named Owner
and Endorsee, Owner and Endorsee agree as follows:

The above  numbered  Policy is  subject  to an  Endorsement  Split  Dollar  Plan
Beneficiary  Designation  and Limited  Assignment  of Rights  (the  "Endorsement
Plan") as referenced in the Agreement, and specified herein, shall be subject to
all terms and  conditions  of the  Policy and to all  liens,  if any,  which the
Insurer may have against the Policy.

         I.       Purpose:

                  This  Endorsement  Plan grants the  Endorsee a right to name a
                  beneficiary of death proceeds,  in an amount  specified below,
                  and does not give the Endorsee any other rights.

         II.      Beneficiaries:

                  Endorsee's  beneficiary  designated for a fixed amount;  Owner
                  designated for the remaining proceeds.

                  (a)      The Insured's designated  beneficiary(ies),  shall be
                           entitled to an  aggregate  amount,  derived  from all
                           Policies subject to the Agreement,  equal to $295,000
                           of the net amount at risk insurance  portion of death
                           benefit   proceeds  from  the  Employer   owned  life
                           insurance Policy(ies) on the life of the Insured.

                  (b)      In the event  that the net  amount at risk  insurance
                           portion of the  proceeds is not  sufficient  to fully
                           cover the amount  defined in  Paragraph  II(a) above,
                           the Insured's beneficiary(ies) shall only be entitled
                           to the remaining net amount at risk insurance portion
                           which  does  exist in the  Policy.  The net amount at
                           risk  insurance  portion is the total  death  benefit
                           proceeds less the cash value of the Policy.

                  (c)      The Bank shall be entitled to the  remainder  of such
                           death benefit proceeds.

         III.     Agreement:

                  The undersigned  hereby agree that the Insurer may rely on the
                  Owner's written  statement of the amount due to be paid to the
                  beneficiaries  upon the death of the Insured.  Upon payment of
                  the death proceeds based on such statement,  the Insurer shall
                  be  fully   released  under  the  Policy  and  the  respective
                  beneficiaries  shall indemnify the Insurer to that effect.  If
                  the  Insurer  is made,  or  elects to  become,  a party to any
                  litigation  concerning  the  proper  apportionment  of the net
                  death proceeds,  the Insurer's litigation expenses,  including
                  attorney fees,  shall be deducted from the net death proceeds.
                  This  Endorsement  Plan shall be binding  upon the parties and
                  their   successors,   heirs,   assigns,   devisees,   personal
                  representatives and other legal  representatives.  The Insurer
                  will  not be  liable  for any  action  it  takes  before  this



                  Endorsement Plan is received and acknowledged at the Insurer's
                  Home  Office.  In the  event  of  any  conflict  between  this
                  Endorsement Plan and the terms in the Agreement, the Agreement
                  shall prevail.

         IV.      Endorsee's Designation of Beneficiary:

                  The  Endorsee,  subject  to the  rights of the Owner as stated
                  above and in the  Agreement,  designates  the following as the
                  primary and contingent beneficiaries of the proceeds described
                  in  Section  II above.  The  beneficiaries  designated  by the
                  Endorsee are revocable  and the identity of the  Beneficiaries
                  may be changed upon Endorsee's signature alone.



Primary Beneficiary(ies) are:

                                                                              
Full Name                  Relationship to Insured            Date of Birth             Social Security #
- ---------                  -----------------------            -------------             -----------------

- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------


If no primary beneficiary survives the Insured, CONTINGENT BENEFICIARY(IES) are:


Full Name                  Relationship to Insured            Date of Birth             Social Security #
- ---------                  -----------------------            -------------             -----------------

- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------


If there is no living beneficiary at the death of the Insured, then the proceeds described in Section II will be paid to Endorsee or
Endorsee's estate.


Signed this 31st day of January, 2002.

If signing for an entity, the undersigned represents that s/he has the authority to bind the entity.



First United Bank & Trust
- --------------------------------------------------------------------------------
OWNER - PRINT ENTITY OR INDIVIDUAL OWNER

/s/ William B. Grant, Chairman & CEO
- --------------------------------------------------------------------------------
SIGNATURE OF OWNER - AND IF ENTITY PRINT TITLE OF AUTHORIZED SIGNOR

19 South Second Street, Oakland, MD 21550
- --------------------------------------------------------------------
ADDRESS

ROBERT W. KURTZ
- --------------------------------------------------------------------
ENDORSEE - PRINT NAME

/s/ Robert W. Kurtz
- -------------------------------------------------------------
SIGNATURE OF ENDORSEE


- -------------------------------------------------------------

HOME ADDRESS


- -------------------------------------------------------------



Filed at the Home  Office of the  Insurer  this  ____ day of  _________________,
20___. Mass Mutual assumes no responsibility for the validity of the contents of
this document.


                                 By:
                                     -------------------------------------------
                                                              Authorized Officer