EXHIBIT 3(a)


                            ARTICLES OF INCORPORATION
                                       OF
                         FREDERICK COUNTY BANCORP, INC.
                         [As amended through April 2004]

         The undersigned incorporator, Raymond Raedy, whose address is 8208
Ridgelea Court, Frederick, Maryland 21702, who is at least 18 years of age, does
hereby form a corporation under the general laws of the State of Maryland.

         ARTICLE I. Name. The name of the corporation is:

                         Frederick County Bancorp, Inc.

         ARTICLE II. Purpose. The purpose of the Corporation is to engage in any
lawful act or business for which corporations may be formed under the Maryland
General Corporation Law including but not limited to serving as the holding
company for one or more banking institutions, mortgage or other lending
companies, and other financial institutions or business engaging in banking or
financial activities or activities closely related thereto. The Corporation
shall have all the powers of a corporation organized under the General Laws of
the State of Maryland.

         ARTICLE III. Capital Stock. The number of shares of stock of all
classes which the Corporation shall have authority to issue is ten million
(10,000,000), all of which shall initially be common stock, par value $.01 per
share and the aggregate par value of all shares of all classes of stock is
$100,000. The Board of Directors, by action of a majority of the full Board of
Directors, shall have the authority to issue the shares of capital stock from
time to time on such terms as it may determine. The Board of Directors may
classify and reclassify any unissued shares of capital stock by setting or
changing in any one or more respects the preferences, conversion or other
rights, voting powers, restrictions, limitations as to distributions and
dividends, qualifications or terms or conditions of redemption of such shares of
stock.

         ARTICLE IV. Preemptive Rights. The holders of the capital stock of the
Corporation shall not have any preemptive or preferential rights to purchase or
otherwise acquire any shares of any class of capital stock of the corporation,
whether now or hereafter authorized, except as the Board of Directors may
specifically provide.

         ARTICLE V. Cumulative Voting. The holders of the capital stock of the
Corporation shall not have the right to cumulate votes in the election of
directors.

         ARTICLE VI. Limitation of Liability and Indemnification.

         (1) To the fullest extent permitted by the statutory and decisional law
of the State of Maryland, as the same exists now or as it may hereafter be
amended or interpreted, no director or officer of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages.
Neither the amendment or repeal of this paragraph (1) of this Article SIXTH, nor
the adoption of any provision inconsistent with the provisions of this
paragraph, shall eliminate or reduce the effect this paragraph (1) in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
paragraph, would accrue or arise, prior to such amendment, repeal, or adoption
of an inconsistent provision.

         (2) To the fullest extent permitted and in the manner prescribed by the
Maryland General Corporation Law and any other applicable law, the Corporation
shall indemnify a director or officer of the Corporation who is or was a party
to any proceeding (whether civil, criminal, administrative or investigative,
threatened, pending or completed, herein a "proceeding") by reason of the fact
that he is or was such a director or officer or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. The Board of Directors is hereby empowered, by majority vote of a
quorum of disinterested directors, to contract in advance to indemnify any
director or officer.



                                                                    EXHIBIT 3(a)


         ARTICLE VII. Registered Office. The Corporation's initial registered
office shall be located at 30 West Patrick Street, Frederick, Maryland 21701.
The Corporation's initial registered agent shall be Martin S. Lapera, a citizen
and resident of Maryland.

         ARTICLE VIII. Principal Office. The address of the principal office of
the Corporation is 30 West Patrick Street, Frederick, Maryland 21701.

         ARTICLE IX. Directors. The number of directors constituting the
entire board shall be not less than three (3) nor more than twenty-five (25),
the exact number of which as may be fixed from time to time in accordance with
the bylaws, provided that the number of directors shall not be reduced so as to
shorten the term of any director then in office, and further provided that the
number of directors shall be eleven (11) until otherwise fixed by a majority of
the board. The names of the directors who shall serve as directors until their
successors are elected and qualified are Emil D. Bennett, John N. Burdette, John
Denham Crum, George E. Dredden, Jr., William S. Fout, William J. Kissner, Martin
S. Lapera, Kenneth G. McCombs, Farhad Memarsadeghi, Raymond Raedy, Ramona C.
Remsberg.

         ARTICLE X. Factors to be Considered in Certain Transactions. In the
event the board of directors shall evaluate a business combination or other
offer of another party to make a tender or exchange offer for any equity
security of the Corporation; merge or consolidate the Corporation with another
corporation; purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; engage in any transaction similar to,
or having similar effects as, any of the foregoing (a "business combination"),
the directors shall consider, among other things, the following factors: the
effect of the business combination on the corporation and its subsidiaries, and
their respective shareholders, employees, customers and the communities which
they serve; the timing of the proposed business combination; the risk that the
proposed business combination will not be consummated; the reputation,
management capability and performance history of the person proposing the
business combination; the current market price of the corporation's capital
stock; the relation of the price offered to the current value of the corporation
in a freely negotiated transaction and in relation to the directors' estimate of
the future value of the corporation and its subsidiaries as an independent
entity or entities; tax consequences of the business combination to the
corporation and its shareholders; and such other factors deemed by the directors
to be relevant. In such considerations, the board of directors may consider all
or certain of such factors as a whole and may or may not assign relative weights
to any of them. The foregoing is not intended as a definitive list of factors to
be considered by the board of directors in the discharge of their fiduciary
responsibility to the corporation and its shareholders, but rather to guide such
consideration and to provide specific authority for the consideration by the
board of directors of factors which are not purely economic in nature in light
of the circumstances of the corporation and its subsidiaries at the time of such
proposed business combination.


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