UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  February 6, 2009


First United Corporation
(Exact name of registrant as specified in its charter)


Maryland
0-14237
52-1380770
(State or other jurisdiction of
(Commission file number)
(IRS Employer
incorporation or organization)
 
Identification No.)


19 South Second Street, Oakland, Maryland 21550
(Address of principal executive offices) (Zip Code)


(301) 334-9471
(Registrant’s telephone number, including area code)


N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

ITEM 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)           Amendment to Bylaws.

On February 6, 2009, First United Corporation amended its Bylaws to exempt certain shares of common stock from the Maryland Control Share Acquisition Act.  A copy of the amendment is attached hereto as Exhibit 3.2.

ITEM 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

The exhibits filed with this report are listed in the Exhibit Index which immediately follows the signatures hereto and which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
FIRST UNITED CORPORATION
     
     
Dated:  February 9, 2009
By:
/s/ Carissa L. Rodeheaver
   
Carissa L. Rodeheaver
   
Executive Vice President & CFO


 
-2-
 

EXHIBIT INDEX

 
Exhibit
Number
Description

3.2
Second Amendment to Amended and Restated Bylaws (filed herewith).
 
 
-3-
 

EXHIBIT 3.2

SECOND AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
FIRST UNITED CORPORATION

The undersigned Chairman and Chief Executive Officer of First United Corporation (the “Corporation”), pursuant to the power vested in him by resolution of the Board of Directors of the Corporation, executes this Second Amendment to the Amended and Restated Bylaws of the Corporation for the purpose of amending Article IV thereof to add a new Section 6, as follows:

SECTION 6.   Exemption from Control Share Acquisition Act .

WHEREAS, on January 28, 2009 the Board of Directors of the Corporation approved a Certificate of Designations setting forth the preferences, rights, restrictions and other terms of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) of the Corporation, and it approved the issuance of 30,000 shares thereof to the United States Department of the Treasury (“Treasury”); and

WHEREAS, the Certificate of Designations expressly grants the holders of the Series A Preferred Stock the right to designate two directors of the Corporation in the event the Corporation fails to pay quarterly dividends thereon for six quarterly periods or more; and

WHEREAS, on January 28, 2009, the Board also authorized the issuance to Treasury of a warrant (the “Warrant”) to purchase 326,323 shares of common stock of the Corporation (the “Warrant Shares”), and, in connection with the approval of these transactions on January 28, 2009, the Board adopted a resolution exempting the Warrant Shares from the provisions of the Maryland Control Share Acquisition Act, Md. Code Ann., Corps & Ass’ns §§ 3-701 et seq . (the “MCSAA”);

NOW, THEREFORE, BE IT

RESOLVED, that the Warrant Shares are exempt from the MCSAA to the fullest extent permitted by law, and that the Series A Preferred Stock is not subject to the MCSAA by virtue of the terms of the Certificate of Designations.