FIRST AMENDMENT

Exhibit 10.4

Farmers & Merchants Bank

Supplemental Executive Retirement Plan

First Amendment

FIRST AMENDMENT

TO THE

FARMERS & MERCHANTS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

DCEMBER 30, 2010

FOR

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

THIS First Amendment is entered into this22nd day of February, 2011, by and between FARMERS & MERCHANTS BANK (the “Bank”), a state-chartered commercial bank located in Upperco, Maryland, and ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Executive”).

WHEREAS, the Bank and the Executive executed the Supplemental Executive Retirement Plan Agreement on December 30, 2010 (the “Agreement”);

WHEREAS, Section 8.1 of the Agreement provides that the Agreement may be amended upon mutual consent of the parties thereto; and

WHEREAS, the parties now desire to amend the Agreement, for the purpose of changing the Death During Active Service benefit amount;

NOW, THEREFORE, it is agreed by and between the Bank and the Executive as follows:

Section 3.1.1 of the Agreement shall be amended and replaced as follows:

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the greater of (i) one hundred percent (100%) of the Accrual Balance as of the end of the month prior to death (ii) or Eight Hundred Thirty-Four Thousand Four Hundred Fifty-Nine Dollars ($834,459).

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date indicated above.

EXECUTIVE:		BANK:
		FARMERS & MERCHANTS BANK
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		Title:	Chairman of the Board

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