TRI-COUNTY FINANCIAL CORPORATION

1995 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

1. PURPOSE OF THE PLAN.

The purpose of this Tri-County Financial Corporation Stock Option and Incentive Plan (the "Plan") is to advance the interests of the Company through providing select key Employees of the Bank, the Company, and their Affiliates with the opportunity to acquire Shares. By encouraging such stock ownership, the Company seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility and to provide additional incentive to key Employees of the Company or any Affiliate to promote the success of the business.

2. DEFINITIONS.

As used herein, the following definitions shall apply.

(a) "Affiliate" shall mean any "parent corporation" or "subsidiary corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

(b) "Agreement" shall mean a written agreement entered into in accordance with Paragraph 5(c).

(c) "Awards" shall mean, collectively, Options and SARs, unless the context clearly indicates a different meaning.

(d) "Bank" shall mean Tri-County Federal Savings Bank of Waldorf.

(e) "Board" shall mean the Board of Directors of the Company.

(f) "Change in Control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Company; (ii) the execution of an agreement for a merger or recapitalization of the Company or any merger or recapitalization whereby the Company is not the surviving entity;
(iii) a change of control of the Company, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Company by any person, trust, entity or group. "Imminent Change in Control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Company.

(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(h) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with Paragraph 5(a) hereof.

(i) "Common Stock" shall mean the common stock, par value $$.01 per share, of the Company.

(j) "Company" shall mean Tri-County Financial Corporation

(k) "Continuous Service" shall mean the absence of any interruption or termination of service as an Employee of the Company or an Affiliate. Continuous Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between payroll locations of the Company or between the Company, an Affiliate or a successor.

(l) "Disability" shall mean a physical or mental condition, which in the sole and absolute discretion of the Committee, is reasonably expected to be of indefinite duration and to substantially prevent a Participant from fulfilling his or her duties or responsibilities to the Company or an Affiliate.

(m) "Disinterested Person" shall mean any member of the Board who, at the time discretion under the Plan is exercised, is a "disinterested person" within the meaning of Rule 16b-3.

(n) "Effective Date" shall mean the date specified in Paragraph 14 hereof.

(o) "Employee" shall mean any person employed by the Company, the Bank, or an Affiliate.

(p) "Exercise Price" shall mean the price per Optioned Share at which an Option or SAR may be exercised.

(q) "ISO" means an option to purchase Common Stock which meets the requirements set forth in the Plan, and which is intended to be and is identified as an "incentive stock option" within the meaning of Section 422 of the Code.

(r) "Market Value" shall mean the fair market value of the Common Stock, as determined under Paragraph 7(b) hereof.

(s) "Non-ISO" means an option to purchase Common Stock which meets the requirements set forth in the Plan but which is not intended to be and is not identified as an ISO.

(t) "Option" means an ISO and/or a Non-ISO.

(u) "Optioned Shares" shall mean Shares subject to an Award granted pursuant to this Plan.

(v) "Participant" shall mean any person who receives an Award pursuant to the Plan.

(w) "Plan" shall mean this Tri-County Financial Corporation 1995 Stock Option and Incentive Plan.

(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

(y) "Share" shall mean one share of Common Stock.

(z) "SAR" (or "Stock Appreciation Right") means a right to receive the appreciation in value, or a portion of the appreciation in value, of a specified number of shares of Common Stock.

(aa) "Year of Service" shall mean a full twelve-month period, measured from the date of an Award and each annual anniversary of that date, during which a Participant has continuously been an Employee of the Company or an Affiliate.

3. TERM OF THE PLAN AND AWARDS.

(a) Term of the Plan. The Plan shall continue in effect for a term of ten years from the Effective Date, unless sooner terminated pursuant to Paragraph 17 hereof. No Award shall be granted under the Plan after ten years from the Effective Date.

(b) Term of Awards. The term of each Award granted under the Plan shall be established by the Committee, but shall not exceed 10 years; provided, however, that in the case of an Employee who owns Shares representing more than 10% of the outstanding Common Stock at the time an ISO is granted, the term of such ISO shall not exceed five years.

4. SHARES SUBJECT TO THE PLAN.

(a) General Rule. Except as otherwise required by the provisions of Paragraph 11 hereof, the aggregate number of Shares deliverable pursuant to Awards shall not exceed 32,375 Shares. The number of shares reserved under the Plan shall be increased by 79,400 Shares. Such Shares may either be authorized but unissued Shares or Shares held in treasury. If any Awards should expire, become unexercisable, or be forfeited for any reason without having been exercised or without having become vested in full, the Optioned Shares shall, unless the Plan shall have been terminated, be available for the grant of additional Awards under the Plan.

(b) Special Rule for SARs. The number of Shares with respect to which an SAR is granted, but not the number of Shares which the Company delivers or could deliver to an Employee or individual upon exercise of an SAR, shall be charged against the aggregate number of Shares remaining available under the Plan; provided, however, that in the case of an SAR granted in conjunction with an Option, under circumstances in which the exercise of the SAR results in termination of the Option and vice versa, only the number of Shares subject to the Option shall be charged against the aggregate number of Shares remaining available under the Plan. The Shares involved in an Option as to which option rights have terminated by reason of the exercise of a related SAR, as provided in Paragraph 9 hereof, shall not be available for the grant of further Options under the Plan.

5. ADMINISTRATION OF THE PLAN.

(a) Composition of the Committee. The Plan shall be administered by the Committee, which shall consist of not less than three (3) members of the Board who are Disinterested Persons. Members of the Committee shall serve at the pleasure of the Board. In the absence at any time of a duly appointed Committee, the Plan shall be administered by those members of the Board who are Disinterested Persons.

(b) Powers of the Committee. Except as limited by the express provisions of the Plan or by resolutions adopted by the Board, the Committee shall have sole and complete authority and discretion (i) to select Participants and grant Awards, (ii) to determine the form and content of Awards to be issued in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to prescribe, amend and rescind rules and regulations relating to the Plan, and (v) to make other determinations necessary or advisable for the administration of the Plan. The Committee shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be deemed the action of the Committee.

(c) Agreement. Each Award shall be evidenced by a written agreement containing such provisions as may be approved by the Committee. Each such Agreement shall constitute a binding contract between the Company and the Participant, and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Agreement shall be in accordance with the Plan, but each Agreement may include such additional provisions and restrictions determined by the Committee, in its discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan. In particular, the Committee shall set forth in each Agreement (i) the Exercise Price of an Option or SAR, (ii) the number of Shares subject to, and the expiration date of, the Award, (iii) the manner, time and rate (cumulative or otherwise) of exercise or vesting of such Award, and (iv) the restrictions, if any, to be placed upon such Award, or upon Shares which may be issued upon exercise of such Award.

The Chairman of the Committee and such other directors and officers as shall be designated by the Committee are hereby authorized to execute Agreements on behalf of the Company and to cause them to be delivered to the recipients of Awards.

(d) Effect of the Committee's Decisions. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby.

(e) Indemnification. In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Company in connection with any claim, action, suit or

proceeding relating to any action taken or failure to act under or in connection with the Plan or any Award, granted hereunder to the full extent provided for under the Company's governing instruments with respect to the indemnification of directors.

6. GRANT OF OPTIONS.

(a) General Rule. Only Employees shall be eligible to receive Awards. In selecting those Employees to whom Awards will be granted and the number of shares covered by such Awards, the Committee shall consider the position, duties and responsibilities of the eligible Employees, the value of their services to the Company and its Affiliates, and any other factors the Committee may deem relevant.

(b) Special Rules for ISOs. The aggregate Market Value, as of the date the Option is granted, of the Shares with respect to which ISOs are exercisable for the first time by an Employee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of the Company or any present or future Affiliate of the Company) shall not exceed $100,000. Notwithstanding the foregoing, the Committee may grant Options in excess of the foregoing limitations, in which case such Options granted in excess of such limitation shall be Options which are Non-ISOs.

7. EXERCISE PRICE FOR OPTIONS.

(a) Limits on Committee Discretion. The Exercise Price as to any particular Option granted under the Plan shall not be less than 100% of the Market Value of the Optioned Shares on the date of grant. In the case of an Employee who owns Shares representing more than 10% of the Company's outstanding Shares of Common Stock at the time an ISO is granted, the Exercise Price shall not be less than 110% of the Market Value of the Optioned Shares at the time the ISO is granted.

(b) Standards for Determining Exercise Price. If the Common Stock is listed on a national securities exchange (including the NASDAQ National Market System) on the date in question, then the Market Value per Share shall be not less than the average of the highest and lowest selling price on such exchange on such date, or if there were no sales on such date, then the Exercise Price shall be not less than the mean between the bid and asked price on such date. If the Common Stock is traded otherwise than on a national securities exchange on the date in question, then the Market Value per Share shall be not less than the mean between the bid and asked price on such date, or, if there is no bid and asked price on such date, then on the next prior business day on which there was a bid and asked price. If no such bid and asked price is available, then the Market Value per Share shall be its fair market value as determined by the Committee, in its sole and absolute discretion. Notwithstanding the foregoing, in the event that either (i) the Committee exercises its discretion to impose transfer (or other) restrictions on the Shares subject to an Option, or (ii) the Plan requires specified transfer restrictions, the Committee shall make an appropriate adjustment in determining the Market Value of the Shares subject to such an Option (in order to take into account that their fair market value may be less than the fair market value of unrestricted Shares).

(c) Reissuance of Options and SARs. Notwithstanding anything herein to the contrary, the Committee shall have the authority to cancel outstanding Options and/or SARs with the consent of the Participant and to reissue new Options and/or SARs at a lower Exercise Price equal to the then Market Value per share of Common Stock in the event that the Market Value per share of Common Stock at any time prior to the date of exercise of outstanding Options and/or SARs falls below the Exercise Price.

8. EXERCISE OF OPTIONS.

(a) Generally. Any Option granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Agreement granted to a Participant. An Option may not be exercised for a fractional Share.

(b) Procedure for Exercise. A Participant may exercise Options, subject to provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option with respect to a specified number of Shares, and (2) payment to the Company (contemporaneously with delivery of such notice) in

cash, in Common Stock owned for more than six months, or a combination of cash and Common Stock owned for more than six months, of the amount of the Exercise Price for the number of Shares with respect to which the Option is then being exercised. Each such notice (and payment where required) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Company at the Company's executive offices. Common Stock owned for more than six months utilized in full or partial payment of the Exercise Price for Options shall be valued at its Market Value at the date of exercise.

(c) Period of Exercisability. Except to the extent otherwise provided in the terms of an Agreement, an Option may be exercised by a Participant only while he is an Employee and has maintained Continuous Service from the date of the grant of the Option, or within three months after termination of such Continuous Service (but not later than the date on which the Option would otherwise expire), except if the Employee's Continuous Service terminates by reason of

(1) "Just Cause" which for purposes hereof shall have the meaning set forth in any unexpired employment or severance agreement between the Participant and the Bank and/or the Company (and, in the absence of any such agreement, shall mean termination because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order), then the Participant's rights to exercise such Option shall expire on the date of such termination;

(2) death, then to the extent that the Participant would have been entitled to exercise the Option immediately prior to his death, such Option of the deceased Participant may be exercised within two years from the date of his death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Option shall have passed by will or by laws of descent and distribution;

(3) Disability, then to the extent that the Participant would have been entitled to exercise the Option immediately prior to his or her Disability, such Option may be exercised within one year from the date of termination of employment due to Disability, but not later than the date on which the Option would otherwise expire.

Notwithstanding the provisions of any Option which provides for its exercise in installments or based on the Participant's future Continuous Service, such Option shall become immediately and fully exercisable upon the Participant's death or Disability.

(d) Effect of the Committee's Decisions. The Committee's determination whether a Participant's Continuous Service has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby.

9. SARS (STOCK APPRECIATION RIGHTS)

(a) Granting of SARs. In its sole discretion, the Committee may from time to time grant SARs to Employees either in conjunction with, or independently of, any Options granted under the Plan. An SAR granted in conjunction with an Option may be an alternative right wherein the exercise of the Option terminates the SAR to the extent of the number of shares purchased upon exercise of the Option and, correspondingly, the exercise of the SAR terminates the Option to the extent of the number of Shares with respect to which the SAR is exercised. Alternatively, an SAR granted in conjunction with an Option may be an additional right wherein both the SAR and the Option may be exercised. An SAR may not be granted in conjunction with an ISO under circumstances in which the exercise of the SAR affects the right to exercise the ISO or vice versa, unless the SAR, by its terms, meets all of the following requirements:

(1) The SAR will expire no later than the ISO;

(2) The SAR may be for no more than the difference between the Exercise Price of the ISO and the Market Value of the Shares subject to the ISO at the time the SAR is exercised;

(3) The SAR is transferable only when the ISO is transferable, and under the same conditions;

(4) The SAR may be exercised only when the ISO may be exercised; and

(5) The SAR may be exercised only when the Market Value of the Shares subject to the ISO exceeds the Exercise Price of the ISO.

(b) Exercise Price. The Exercise Price as to any particular SAR shall not be less than the Market Value of the Optioned Shares on the date of grant.

(c) Timing of Exercise. Any election by a Participant to exercise SARs shall be made during the period beginning on the 3rd business day following the release for publication of quarterly or annual financial information and ending on the 12th business day following such date. This condition shall be deemed to be satisfied when the specified financial data is first made publicly available. In no event, however, may an SAR be exercised within the six-month period following the date of its grant.

The provisions of Paragraph 8(c) regarding the period of exercisability of Options are incorporated by reference herein, and shall determine the period of exercisability of SARs.

(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Agreement granted to a Participant, provided that an SAR may not be exercised for a fractional Share. Upon exercise of an SAR, the Participant shall be entitled to receive, without payment to the Company except for applicable withholding taxes, an amount equal to the excess of (or, in the discretion of the Committee if provided in the Agreement, a portion of) the excess of the then aggregate Market Value of the number of Optioned Shares with respect to which the Participant exercises the SAR, over the aggregate Exercise Price of such number of Optioned Shares. This amount shall be payable by the Company, in the discretion of the Committee, in cash or in Shares valued at the then Market Value thereof, or any combination thereof.

(e) Procedure for Exercising SARs. To the extent not inconsistent herewith, the provisions of Paragraph 8(b) as to the procedure for exercising Options are incorporated by reference, and shall determine the procedure for exercising SARs.

10. CHANGE IN CONTROL; OTHER ACCELERATION OF VESTING

(a) General Rule. Notwithstanding the provisions of any Award which provides for its exercise or vesting in installments, for a period of 60 days beginning on the date of a Change in Control or an Imminent Change in Control, all Options and SARs shall be immediately exercisable and fully vested. With respect to Options, at the time of a Change in Control or an Imminent Change in Control, the Participant shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the excess of the Market Value of the Common Stock subject to such Option over the Exercise Price of such Shares, in exchange for the cancellation of such Options by the Participant.

(b) Acceleration of Vesting. The Committee shall at all times have the power to accelerate the exercise date of Options and SARs.

11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to outstanding Awards, and the Exercise Price thereof, shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of the Company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by the Company.

(b) Transactions in which the Company is Not the Surviving Entity. In the event of (i) the liquidation or dissolution of the Company, (ii) a merger or consolidation in which the Company is not the surviving entity, or (iii) the sale or disposition of all or substantially all of the Company's assets (any of the foregoing to be referred to herein as a "Transaction"), all outstanding Awards, together with the Exercise Prices thereof, shall be equitably adjusted for any change or exchange of Shares for a different number or kind of shares or other securities which results from the Transaction.

(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b)(1) hereof shall be made in such a manner as not to constitute a modification, within the meaning of Section 424(h) of the Code, of outstanding ISOs.

(d) Conditions and Restrictions on New, Additional, or Different Shares or Securities. If, by reason of any adjustment made pursuant to this Paragraph, a Participant becomes entitled to new, additional, or different shares of stock or securities, such new, additional, or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares pursuant to the Award before the adjustment was made.

(e) Other Issuances. Except as expressly provided in this Paragraph, the issuance by the Company or an Affiliate of shares of stock of any class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, shall not affect, and no adjustment shall be made with respect to, the number, class, or Exercise Price of Shares then subject to Awards or reserved for issuance under the Plan.

12. NON-TRANSFERABILITY OF AWARDS.

Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, or pursuant to the terms of a "qualified domestic relations order" (within the meaning of Section 414(p) of the Code and the regulations and rulings thereunder).

13. TIME OF GRANTING AWARDS.

The date of grant of an Award shall, for all purposes, be the later of the date on which the Committee makes the determination of granting such Award, or the Effective Date. Notice of the determination shall be given to each Participant to whom an Award is so granted within a reasonable time after the date of such grant.

14. EFFECTIVE DATE.

The Plan shall become effective on January 31, 1995. Awards may be made prior to approval of the Plan by the stockholders of the Company if the exercise of Awards in the form of Options and/or SARs, are conditioned upon stockholder approval of the Plan.

15. APPROVAL BY STOCKHOLDERS.

The Plan shall be approved by stockholders of the Corporation within twelve
(12) months before or after the Effective Date.

16. MODIFICATION OF AWARDS.

At any time, and from time to time, the Board may authorize the Committee to direct execution of an instrument providing for the modification of any outstanding Award, provided no such modification shall confer on the holder of said Award any right or benefit which could not be conferred on him by the grant of a new Award at such time, or impair the Award without the consent of the holder of the Award.

17. AMENDMENT AND TERMINATION OF THE PLAN.

The Board may from time to time amend the terms of the Plan and, with respect to any Shares at the time not subject to Awards, suspend or terminate the Plan; provided that amendment of the Plan shall be approved by stockholders to the extent that such stockholder approval is necessary to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Securities Exchange Act of 1934, applicable state law, or NASD or exchange listing requirements.

No amendment, suspension or termination of the Plan shall, without the consent of any affected holder of an Award, alter or impair any rights or obligations under any Award theretofore granted.

18. CONDITIONS UPON ISSUANCE OF SHARES.

(a) Compliance with Securities Laws. Shares of Common Stock shall not be issued with respect to any Award unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may then be listed. The Plan is intended to comply with Rule 16b-3, and any provision of the Plan which the Committee determines in its sole and absolute discretion to be inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and null and void, and shall not affect the validity of the remaining provisions of the Plan.

(b) Special Circumstances. The inability of the Company to obtain approval from any regulatory body or authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an Option or SAR, the Company may require the person exercising the Option or SAR to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

(c) Committee Discretion. The Committee shall have the discretionary authority to impose in Agreements such restrictions on Shares as it may deem appropriate or desirable, including but not limited to the authority to impose a right of first refusal or to establish repurchase rights or both of these restrictions.

19. RESERVATION OF SHARES.

The Company, during the term of the Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan.

20. WITHHOLDING TAX.

The Company's obligation to deliver Shares upon exercise of Options and/or SARs (or such earlier time that the Participant makes an election under Section 83(b) of the Code) shall be subject to the Participant's satisfaction of all applicable federal, state and local income and employment tax withholding obligations. The Committee, in its discretion, may permit the Participant to satisfy the obligation, in whole or in part, by irrevocably electing to have the Corporation withhold Shares, or to deliver to the Corporation Shares that he already owns, having a value equal to the amount required to be withheld. The value of Shares to be withheld, or delivered to the Corporation, shall be based on the Market Value of the Shares on the date the amount of tax to be withheld is to be determined. The amount of the withholding requirement shall be the applicable statutory minimum federal, state or local income tax with respect to the award on the date that the amount of tax is to be withheld. As an alternative, the Corporation may retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld.

21. NO EMPLOYMENT OR OTHER RIGHTS.

In no event shall an Employee's eligibility to participate or participation in the Plan create or be deemed to create any legal or equitable right of the Employee, or any other party to continue service with the Company, the Bank, or any Affiliate of such corporations. No Employee shall have a right to be granted an Award or, having received an Award, the right to again be granted an Award. However, an Employee who has been granted an Award may, if otherwise eligible, be granted an additional Award or Awards.

22. GOVERNING LAW.

The Plan shall be governed by and construed in accordance with the laws of the State of Maryland, except to the extent that federal law shall be deemed to apply.

TRI-COUNTY FINANCIAL CORPORATION

1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1. PURPOSE OF THE PLAN.

The purpose of this Tri-County Financial Corporation 1995 Stock Option Plan for Non-Employee Directors (the "Plan") is to advance the interests of the Company through providing Directors of the Company and its Affiliates with the opportunity to acquire Shares. By encouraging such stock ownership, the Company seeks to attract, retain, and motivate the best available personnel for positions of substantial responsibility and to provide additional incentive to Directors to promote the success of the business.

2. DEFINITIONS.

As used herein, the following definitions shall apply.

(a) "Affiliate" shall mean any "parent corporation" or "subsidiary corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

(b) "Agreement" shall mean a written agreement entered into in accordance with Paragraph 5(c).

(c) "Board" shall mean the Board of Directors of the Company.

(d) "Change in Control" shall mean the acquisition of the beneficial ownership (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) of 25% or more of the voting securities of the Company by any person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934). For purposes of this subparagraph only, the term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Board as to whether a change in control has occurred shall be conclusive and binding.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Common Stock" shall mean the common stock, par value $.01 per share, of the Company.

(g) "Company" shall mean Tri-County Financial Corporation.

(h) "Continuous Service" shall mean the absence of any interruption or termination of service as a Director of the Company or an Affiliate. Continuous Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between payroll locations of the Company or between the Company, an Affiliate or a successor.

(i) "Director" shall mean any member of the Board or of the Board of Directors of an Affiliate, including advisory director Gough.

(j) "Effective Date" shall mean the date specified in Paragraph 13 hereof.

(k) "Employee" shall mean any person employed on a full-time basis by the Company or an Affiliate.

(l) "Exercise Price" shall mean the price per Optioned Share at which an Option may be exercised.

(m) "Market Value" shall mean the fair market value of the Common Stock, as determined under Paragraph 7(b) hereof.

(n) "Option" means an option to purchase Common Stock which meets the requirements set forth in the Plan. Such Options shall not constitute "incentive stock options" within the meaning of Section 422 of the Code.

(o) "Optioned Shares" shall mean Shares subject to an Option granted pursuant to this Plan.

(p) "Participant" shall mean any person who receives an Option pursuant to the Plan.

(q) "Plan" shall mean this Tri-County Financial Corporation 1995 Stock Option Plan for Non-Employee Directors.

(r) "Share" shall mean one share of Common Stock.

3. TERM OF THE PLAN AND OPTIONS.

(a) Term of the Plan. The Plan shall continue in effect for a term of five years from the Effective Date, unless sooner terminated pursuant to Paragraph 14 hereof. No Option shall be granted under the Plan after five years from the Effective Date.

(b) Term of Options. The term of each Option granted under the Plan shall be 10 years.

4. SHARES SUBJECT TO THE PLAN.

Except as otherwise required by the provisions of Paragraph 10 hereof, the aggregate number of Shares deliverable pursuant to Options shall not exceed 7,000 Shares. Such Shares may either be authorized but unissued Shares or Shares held in treasury. If Options should expire, become unexercisable or be forfeited for any reason without having been exercised or become vested in full, the Optioned Shares shall, unless the Plan shall have been terminated, be available for the grant of additional Options under the Plan.

5. ADMINISTRATION OF THE PLAN.

(a) General Rule. The Plan shall be administered by the Board, provided that the Board may appoint a committee of Directors to make any determinations required pursuant to the Plan.

(b) Powers. Except as limited by the express provisions of the Plan, the Board shall have sole and complete authority and discretion (i) to determine the form and content of Options to be issued in the form of Agreements under the Plan, (ii) to interpret the Plan, (iii) to prescribe, amend and rescind rules and regulations relating to the Plan, and (iv) to make other determinations necessary or advisable for the administration of the Plan.

(c) Agreement. Each Option shall be evidenced by a written agreement containing such provisions as may be approved by the Board. Each such Agreement shall constitute a binding contract between the Company and the Participant, and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Agreement shall be in accordance with the Plan. In particular, the Board shall set forth in each Agreement (i) the Exercise Price of an Option, (ii) the number of Shares subject to, and the expiration date of, the Option, (iii) the manner, time, and rate (cumulative or otherwise) of exercise or vesting of such Option, and (iv) the restrictions, if any, to be placed upon such Option, or upon Shares which may be issued upon exercise of such Option.

The President of the Company and such Directors as shall be designated by the Board are hereby authorized to execute Agreements on behalf of the Company, and to cause them to be delivered to the recipients of Options.

(d) Effect of the Board's Decisions. All decisions, determinations and interpretations of the Board shall be final and conclusive on all persons affected thereby.

(e) Indemnification. In addition to such other rights of indemnification as they may have, the members of the Board shall be indemnified by the Company in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any Option, granted hereunder to the full extent provided for under the Company's governing instruments with respect to the indemnification of Directors.

(f) Certain Mandatory Abstentions. Notwithstanding anything herein to the contrary, no Director shall have any vote with regard to any Option previously granted to himself or herself.

6. GRANT OF OPTIONS.

Each Director who is not an Employee but is a Director on the Effective Date shall receive, on said date, an Option to purchase 1,400 Shares at an Exercise Price per Share equal to its Market Value on the Effective Date.

7. EXERCISE PRICE FOR OPTIONS.

(a) General Rule. The Exercise Price as to any particular Option shall be the Market Value of the Optioned Shares on the date of grant, as determined by the Board.

(b) Standards for Determining Exercise Price. If the Common Stock is listed on a national securities exchange (including the NASDAQ National Market System) on the date in question, then the Market Value per Share shall be the average of the highest and lowest selling price on such exchange on such date, or if there were no sales on such date, then the Exercise Price shall be the mean between the bid and asked price on such date. If the Common Stock is traded otherwise than on a national securities exchange on the date in question, then the Market Value per Share shall be the mean between the bid and asked price on such date, or, if there is no bid and asked price on such date, then on the next prior business day on which there was a bid and asked price. If no such bid and asked price is available, then the Market Value per Share shall be its fair market value as determined by the Board, in its sole and absolute discretion.

8. EXERCISE OF OPTIONS.

(a) Generally. Each Option shall be fully (100%) exercisable immediately upon the date of its grant.

(b) Procedure for Exercise. A Participant may exercise Options, subject to provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option with respect to a specified number of Shares, and (2) payment to the Company (contemporaneously with delivery of such notice) in cash, in Common Stock owned for more than six months, or a combination of cash and Common Stock owned for more than six months, of the amount of the Exercise Price for the number of Shares with respect to which the Option is then being exercised. Each such notice (and payment where required) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Company at the Company's executive offices. Common Stock owned for more than six months utilized in full or partial payment of the Exercise Price for Options shall be valued at its Market Value at the date of exercise.

A Director who exercises Options may satisfy all applicable federal, state and local income and employment tax withholding obligations, in whole or in part, by irrevocably electing to have the Company withhold shares of Common Stock, or to deliver to the Company shares of Common Stock that he already owns, having a value equal to the amount required to be withheld. The amount of the withholding requirement shall be the applicable statutory minimum federal, state or local income tax with respect to the award on the date that the amount of tax is to be withheld.

(c) Exercisability. Options granted under this Paragraph may be exercised only while the Participant is a Director of the Company, or within one year after termination of the Participant's Continuous Service as a Director, but in no event later than the date on which such Options would otherwise expire. In the event of such Director's death during the term of his directorship, Options granted under this Paragraph may be exercised within one year from the date of his death by the personal representatives of his estate or person or persons to whom his

rights under such Option shall have passed by will or by laws of descent and distribution, but in no event later than the date on which such Options would otherwise expire.

9. CHANGE IN CONTROL

At the time of a Change in Control, each holder of an Option shall be entitled to receive cash from the Company in an amount equal to the excess of the Market Value of the Common Stock subject to the Option over the Exercise Price of the Optioned Shares, in exchange for the cancellation of such Option.

10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares reserved for issuance under the Plan, and the number and kind of shares subject to outstanding Options (and the Exercise Price thereof) shall be proportionately adjusted for any increase, decrease, change or exchange of Shares for a different number or kind of shares or other securities of the Company which results from a merger, consolidation, recapitalization, reorganization, reclassification, stock dividend, split-up, combination of shares, or similar event in which the number or kind of shares is changed without the receipt or payment of consideration by the Company.

(b) Transactions in which the Company is Not the Surviving Entity. Subject to Paragraph 9 hereof, in the event of (i) the liquidation or dissolution of the Company, (ii) a merger or consolidation in which the Company is not the surviving entity, or (iii) the sale or disposition of all or substantially all of the Company's assets (any of the foregoing to be referred to herein as a "Transaction"), all outstanding Options shall be surrendered. With respect to each Option so surrendered, the holder of the surrendered Option may elect to receive --

(1) for each Share then subject to an outstanding Option the number and kind of shares into which each outstanding Share (other than Shares held by dissenting stockholders) is changed or exchanged, together with an appropriate adjustment to the Exercise Price; or

(2) a cash payment (from the Company or the successor corporation), in an amount equal to the Market Value of the Shares subject to the Option on the date of the Transaction, less the Exercise Price of the Option.

(c) Conditions and Restrictions on New, Additional, or Different Shares or Securities. If, by reason of any adjustment made pursuant to this Paragraph, a Participant becomes entitled to new, additional, or different shares of stock or securities, such new, additional, or different shares of stock or securities shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares pursuant to the Option before the adjustment was made.

(d) Other Issuances. Except as expressly provided in this Paragraph, the issuance by the Company or an Affiliate of shares of stock of any class, or of securities convertible into Shares or stock of another class, for cash or property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, shall not affect, and no adjustment shall be made with respect to, the number, class, or Exercise Price of Shares then subject to Options or reserved for issuance under the Plan.

11. NON-TRANSFERABILITY OF OPTIONS.

Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution.

12. TIME OF GRANTING OPTIONS.

The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of the determination shall be given to each Participant to whom an Option is so granted within a reasonable time after the date of such grant.

13. EFFECTIVE DATE.

The Plan shall become effective immediately upon its approval by the Board.

14. AMENDMENT AND TERMINATION OF THE PLAN.

The Board may from time to time amend the terms of the Plan and, with respect to any Shares at the time not subject to Options, suspend or terminate the Plan; provided that no provision hereof may be amended more than once every six months (other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder). No amendment, suspension or termination of the Plan shall, without the consent of any affected holders of an Option, alter or impair any rights or obligations under any Option theretofore granted.

15. CONDITIONS UPON ISSUANCE OF SHARES.

(a) Compliance with Securities Laws. Shares of Common Stock shall not be issued with respect to any Option unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may then be listed.

(b) Special Circumstances. The inability of the Company to obtain approval from any regulatory body or authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an Option, the Company may require the person exercising the Option to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law.

16. RESERVATION OF SHARES.

The Company, during the term of the Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan.

17. WITHHOLDING TAX.

The Company's obligation to deliver Shares upon exercise of Options shall be subject to the Participant's satisfaction of all applicable federal, state and local income and employment tax withholding obligations. Each Participant may satisfy the obligation, in whole or in part, by irrevocably electing to have the Company withhold Shares, or to deliver to the Company Shares that he already owns, having a value equal to the amount required to be withheld. The value of Shares to be withheld, or delivered to the Company, shall be based on the Market Value of the Shares on the date the amount of tax to be withheld is to be determined. As an alternative, the Company may retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld.

18. NO EMPLOYMENT OR OTHER RIGHTS.

In no event shall a Director's eligibility to participate or participation in the Plan create or be deemed to create any legal or equitable right of the Director, or any other party to continue service with the Company or any Affiliate. No Director shall have a right to be granted an Option or, having received an Option, the right to again be granted an Option. However, a Director who has been granted an Option may, if otherwise eligible, be granted an additional Option or Options.

19. GOVERNING LAW.

The Plan shall be governed by and construed in accordance with the laws of the State of Maryland, except to the extent that federal law shall be deemed to apply.

Guaranty Agreement

THIS AGREEMENT is entered into this 25 day of February, 1998 (the "Effective Date"), by and between Tri-County Financial Corporation (the "Company") and Michael L. Middleton (the "Employee").

WHEREAS, the Employee has heretofore been employed by Community Bank of Tri-County (the "Bank") as its President and Chief Executive Officer, and has entered into an agreement (the "Bank Agreement") restated as of February 23, 1998, with the Employee; and

WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the long-term retention of the Employee; and

WHEREAS, the parties desire by this writing to set forth the Company's commitment to guarantee the Bank's obligations under the Bank Agreement with the Employee.

NOW, THEREFORE, it is AGREED as follows:

effect on the Effective Date; and (ii) any fringe benefits which are or may become available to the Company's senior management employees, including for example: any stock option or incentive compensation plans, and any other benefits which are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement.

(a) Company. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

(b) Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By /s/ Michael L. Middelton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board

WITNESS:

/s/ C. Marie Brown                             /s/ Michael L. Middleton
-------------------------------------          ---------------------------------
                                               Michael L. Middleton

Guaranty Agreement

THIS AGREEMENT is entered into this 22 day of April, 1998 (the "Effective Date"), by and between Tri-County Financial Corporation (the "Company") and C. Marie Brown (the "Employee").

WHEREAS, the Employee has heretofore been employed by Community Bank of Tri-County (the "Bank") as its Senior Vice President, and the Bank has entered into an employment agreement (the "Bank Agreement") dated December 17, 1993, with the Employee; and

WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the long-term retention of the Employee; and

WHEREAS, the parties desire by this writing to set forth the Company's commitment to guarantee the Bank's obligations under the Bank Agreement with the Employee.

NOW, THEREFORE, it is AGREED as follows:

effect on the Effective Date; and (ii) any fringe benefits which are or may become available to the Company's senior management employees, including for example: any stock option or incentive compensation plans, and any other benefits which are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement.

(a) Company. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

(b) Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By /s/ Michael L. Middleton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board

WITNESS:

/s/ Barbara A. Lucas                           /s/ C. Marie Brown
------------------------------------          ---------------------------------
                                              C. Marie Brown

TRI-COUNTY FINANCIAL CORPORATION

Guaranty Agreement

THIS AGREEMENT is entered into this 22 day of April, 1998 (the "Effective Date"), by and between Tri-County Financial Corporation (the "Company") and Gregory C. Cockerham (the "Employee").

WHEREAS, the Employee has heretofore been employed by Community Bank of Tri-County (the "Bank") as its Senior Vice President, and the Bank has entered into an employment agreement (the "Bank Agreement") dated February 23, 1998, with the Employee; and

WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the long-term retention of the Employee; and

WHEREAS, the parties desire by this writing to set forth the Company's commitment to guarantee the Bank's obligations under the Bank Agreement with the Employee.

NOW, THEREFORE, it is AGREED as follows:

effect on the Effective Date; and (ii) any fringe benefits which are or may become available to the Company's senior management employees, including for example: any stock option or incentive compensation plans, and any other benefits which are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement.

(a) Company. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company.

(b) Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove written.

ATTEST:                                     TRI-COUNTY FINANCIAL CORPORATION

/s/ Henry A. Shorter, Jr.                   By Michael L. Middleton
------------------------------------           ---------------------------------
Secretary                                      Its Chairman of the Board

COMMUNITY BANK OF TRI-COUNTY
EXECUTIVE INCENTIVE COMPENSATION PLAN

As Amended and Restated
Effective January 1, 1998

COMMUNITY BANK OF TRI-COUNTY
EXECUTIVE INCENTIVE COMPENSATION PLAN

                                Table of Contents
                             ----------------------

                                                                            Page

   ARTICLE I.        General Provisions.......................................1
     1.01            Purpose..................................................1
     1.02            Effective Date...........................................1

   ARTICLE II.       Definitions..............................................1
     2.01            "Affiliate"..............................................1
     2.02            "Bank"...................................................1
     2.03            "Beneficiary"............................................1
     2.04            "Bonuses"................................................1
     2.05            "Benefits"...............................................1
     2.06            "Board"..................................................1
     2.07            "Cause"..................................................1
     2.08            "Code"...................................................2
     2.09            "Committee"..............................................2
     2.10            "Common Stock"...........................................2
     2.11            "Compensation"...........................................2
     2.12            "Corporation"............................................2
     2.13            "Employee"...............................................2
     2.14            "ERISA"..................................................2
     2.15            "Multiplier".............................................2
     2.16            "NIATBI..................................................3
     2.17            "Option".................................................3
     2.18            "Participant"............................................3
     2.19            "Peer Group".............................................3
     2.20            "Plan"...................................................3
     2.21            "ROE Target Percentage"..................................3
     2.22            "Share"..................................................3
     2.23            "Stock Option Plan"......................................3
     2.24            "Vesting Event...........................................3

ARTICLE III.         Eligibility and Participation............................4

                                      (i)

   ARTICLE IV.       Benefits Schedule........................................4
     4.01            Bonuses..................................................4
     4.02            Stock Option Grants......................................4
     4.03            Revocation for Misconduct................................4
     4.04            Payment of Benefits......................................5
     4.05            Source of Benefits.......................................5
     4.06            Minority, Disability, or Incompetency....................5
     4.07            Designation of Beneficiary...............................5

   ARTICLE V.        Plan Administration......................................5
     5.01            The Committee............................................5
     5.02            Claims Procedure.........................................6

   ARTICLE VI.       Amendment and Termination................................6
     6.01            Right to Amend or Terminate..............................6

   ARTICLE VII.      General Provisions.......................................6
     7.01            Prohibition Against Alienation...........................6
     7.02            No Enlargement of Employment Rights......................7
     7.03            Gender...................................................7
     7.04            Applicable Law...........................................7
     7.05            Titles and Headings......................................7
     7.06            Withholding..............................................7

COMMUNITY BANK OF TRI-COUNTY
EXECUTIVE INCENTIVE COMPENSATION PLAN

It is intended that the Plan be an unfunded plan maintained primarily for the purpose of providing cash bonuses and deferred compensation for a select group of management or highly compensated employees within the meaning of
Section 201(2) of ERISA and that benefits provided under the Plan be taxable to Participants only when actually received. The plan shall be administered, construed, and interpreted in a manner consistent with the purpose and intent set forth in this Section.

Unless the context clearly requires otherwise, the terms defined in this Article II shall, for all purposes of this Plan, have the respective meanings specified in this Article II.

which results in a substantial financial loss to the Bank. A determination of "Cause" shall be made by the Board within its sole discretion.

(i) the percentage obtained when the Bank's return-on-equity ("ROE") is divided by the product of the median ROE of the Peer Group and the ROE Target Percentage, and

(i) termination of a Participant's employment with the Bank and its Affiliates due to the Participant's retirement after age 65, death, or disability (as determined by the Committee);

(ii) the occurrence of a "change in control" or "offer to effect a change in control" of the Bank or of the Corporation. A "change in control" of the Bank or of the Corporation is defined as the acquisition of the beneficial ownership (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) of 25% or more of the voting securities of the Bank or of the Corporation, as the case may be, by any person or by persons acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934; and "offer" shall refer to every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request of invitation for tenders of, the voting securities of the Bank or of the Corporation for value, as such term is defined under 12 C.F.R. ss.563b.3(i). The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Committee as to whether a change in

control, or offer to effect a change in control, has occurred shall be conclusive and binding as to all affected Participants.

Each Employee who has been selected by the Committee in its discretion as eligible to participate in the Plan shall be eligible to participate in the Plan. The Committee may, in its sole discretion, limit eligibility for any reason including, but not limited to, ensuring that the Plan at all times is a plan described in Section 201(2) of ERISA. An eligible Employee who has complied with such procedures, if any, as the Committee in the discretion may establish from time to time for becoming a Participant shall become a Participant in the Plan at such time as the Committee designates at the time the person is selected for participation in the Plan.

Participant's Title              Allocation Base
-------------------              ---------------

President                        10% of Compensation

Senior Vice President            7.5% of Compensation

Vice President                   5% of Compensation

Assistant Vice President         3.5% of Compensation

apply and administer the Plan, to decide all questions of eligibility, participation, status, benefits, and rights of Participants and Beneficiaries under the Plan; (ii) to establish and amend such rules and procedures as it deems necessary or appropriate to the proper administration of the Plan; (iii) to employ or retain such agents as it deems necessary or advisable to assist in the administration of the Plan, and to delegate to the extent permitted by applicable law such powers and duties as it deems necessary or advisable, (iv) to prepare and file all statements, returns, and reports required to be filed by the Plan with any agency of government; (v) to comply with all disclosure requirements of all applicable state and federal law; and (vi) to perform all functions otherwise assigned to it under the terms of the Plan.

transferred only to the Participant who originally received the grant or to an individual or trust to whom the Participant could have initially transferred the Options pursuant to this Section 7.01. Options which are transferred pursuant to this Section 7.01 shall be exercisable by the transferee according to the same terms and conditions as applied to the Participant.

WHEREFORE, the undersigned executes this Community Bank of Tri-County Executive Incentive Compensation Plan this 19th day of February, 1999.

Community Bank of Tri-County

                                         By: /s/ Michael L. Middleton, President
                                             -----------------------------------

Attest:  /s/ H. Beaman Smith, Secretary
         ------------------------------

EMPLOYMENT AGREEMENT

THIS AGREEMENT entered into this 1st day of February 2001, by and between Community Bank of Tri-County (the "BANK") and William J. Pasenelli (the "Employee"), effective as of the date hereof (the "Effective Date").

WHEREAS, the Employee has heretofore been employed by the bank as and is experienced in all phases of the business of the Bank; and

WHEREAS, the parties desire by this writing to set forth the continuing employment relationship of the Bank and the Employee.

NOW, THEREFORE, it is AGREED as follows:

any other benefits which are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement. The Employees shall be reimbursed for all reasonable out-of-pocket business expenses which he/she shall incur in connection with his/her services under this Agreement upon substantiation of such expenses in accordance with the policies of the Bank.

(a) During the period of his/her employment hereunder and except for illnesses, reasonable vacation periods, and reasonable leaves of absence, the Employee shall devote all his/her full business time, attention, skill, and efforts to the faithful performance of his/her duties hereunder; provided, however, from time to time, the Employee may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations, which will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, or unfavorably affect the performance of Employee's duties pursuant to this Agreement, or will not violate any applicable statute or regulation. "Full business time" is hereby defined as that amount of time usually devoted to like companies by similarly situated executive officers. During the term of his/her employment under this Agreement, the Employee shall not engage in any business or activity contrary to the business affairs or interest of the Bank, or be gainfully employed in any other position or job other than as provided above.

(b) Nothing contained in this Paragraph 6 shall be deemed to prevent or limit the Employee's right to invest in the capital stock or other securities of any business dissimilar from that of the Bank, or, solely as a passive or minority investor, in any business.

(a) The Employee shall be entitled to an annual vacation in accordance with the policies that the Board periodically established for senior management employees of the Bank.

(b) The Employee shall not receive any additional compensation from the Bank on account of his/her failure to take a vacation, and the Employee shall not accumulate unused vacation, and the Employee shall not accumulate unused vacation from one fiscal year to the next, except in either case to the extent authorized by the Board.

(c) In addition to the aforesaid paid vacations, the Employee shall be entitled, without loss of pay, to absent himself/herself voluntarily from the performance of his/her employment with the Bank for such additional periods of time and for such valid and legitimate reasons as the Board may in its discretion determine. Further, the Board may grant to the Employee a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board in its discretion may determine.

(d) In addition, the Employee shall be entitled to an annual sick leave benefit as established by the Board.

cease-and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, (i) the Employee shall not be deemed to have been terminated for Just Cause unless there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less that a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee and an opportunity for the Employee to be heard before the board), finding that in the good faith opinion of the board the Employee was guilty of conduct set forth above in the second sentence of this Subsection (c) and specifying the particulars thereof in detail.

Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (i) and (ii) hereof exceeds three times his/her average annual compensation based on his/her most recent five taxable years.

(2) If the Bank is in default (as defined in section 3(x)(1) of FDIA), all obligations under this agreement shall terminate as of the date of default; however, this Paragraph shall not affect the vested rights of the parties.

(3) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from participating in the conduct of the Bank's affairs, the Bank's obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(4) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with applicable laws and regulations.

(a) Notwithstanding any provision herein to the contrary, if the Employee's employment under this Agreement is terminated by the Bank, without the Employee's prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any change in control of the Bank or Tri-County Financial Corporation (the "Corporation"), the Employee shall be paid an amount equal to the difference between (i) the product of 2.00 times his/her "base amount" as defined in Section 280G (b) (3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G
(b) (2) of the Code) that the Employee receives an account of the change in control. Said sum shall be paid in one lump sum within ten (10) days of such termination. The term "change in control" shall mean (1) the ownership, holding or power to vote more than 25% of the Bank's or Corporation's voting stock, (2) the control of the election of a majority of the Bank's or Corporation's directors, (3) the exercise of a controlling influence over the management or policies of the Bank or the Corporation by any person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), or (4) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation of the Bank (the "Company Board") (the "Continuing Directors") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Company Board was approved by a vote of at least two thirds of the Continuing directors then in office shall be considered a Continuing Director. The term "person" means an individual other than the Employee, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other for of entity not specifically listed herein.

(b) Notwithstanding any other provision of this Agreement to the contrary, the Employee may voluntarily terminate his/her employment under this Agreement within twelve (12) months following a change in control of the Bank or Corporation, and the Employee shall thereupon be entitled to receive the payment described in Section 11(a) of this Agreement, upon

the occurrence of any of the following events, or within ninety (90) days thereafter, which have not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his/her personal residence, or perform his/her principal executive functions, more than thirty-five (35) miles from his/her primary office as of the date of the change in control; (ii) a material reduction in the Employee's base compensation as in effect on the date of the change in control or as the same may be increased from time to time;
(iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him/her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him/her at the time of the change of control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his/her position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his/her employment with the Bank.

(c) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

(d) In the event that any dispute arises between the Employee and the Bank as to the terms or interpretation of this agreement, including this Section 11, whether instituted by formal legal proceedings or otherwise, including any action that the Employee takes to enforce the terms of this Section 11 or to defend against any action taken by the Bank, the Employee shall be reimbursed for all costs and expenses, including reasonable attorney's fees, arising form such dispute, proceedings or actions, provided that the Employee shall obtain a final judgment by a court of competent jurisdiction in favor of the Employee. Such reimbursement shall be paid within ten (10) days of Employee's furnishing to the Bank written evidence, which may be in the form, among other things, of a canceled check or receipt, of any costs or expenses incurred by the Employee.

(a) This Agreement shall incur to the benefit of and be binding upon any corporate of other successor of the Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank.

(b) Since the Bank is contracting for the unique and personal skills of the Employee, the Employee shall be precluded from assigning or delegating his/her rights or duties hereunder without first obtaining the written consent of the Bank.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first hereinabove the written.

ATTEST:                                COMMUNITY BANK OF TRI-COUNTY


/s/ H. Beaman Smith                    /s/ Michael L. Middleton
---------------------------------      -----------------------------------------
H. Beaman Smith                        Michael L. Middleton
Secretary                              President


WITNESS:                               EMPLOYEE:


/s/ Christy M. Lombardi                /s/ William J. Pasenelli
---------------------------------      ----------------------------------------
                                       William J. Pasenelli

The Board of Directors of Tri-County Federal Savings Bank of Waldorf has adopted this Retirement Plan for Directors, effective as of January 1, 1995.

ARTICLE I

"Agreement" shall mean the Deferred Compensation Agreement attached hereto as Exhibit A.

"Bank" shall mean Tri-County Federal Savings Bank of Waldorf.

"Benefit Percentage" shall be determined based on the number of the Participant's full years of service on the Board as a non-employee Director, whether before or after the Effective Date, and shall be determined according to the following schedule:

        Full Years of Service on the                    Participant's
      Board As a Non-Employee Director                Benefit Percentage
      --------------------------------                ------------------

                 Less than 5                                    0%
                   5 to 9                                  33-1/3%
                  10 to 14                                 66-2/3%
                 15 or More                                   100%

         "Benefits"  shall  mean,  collectively,   the  benefits  payable  under
Articles II, III, IV, and V of the Plan.

"Board" shall mean the Board of Directors of the Bank.

"Change in Control" shall have the meaning set forth in Section 13(b) of the Company's 1986 Stock Option and Incentive Plan, as in effect on the Effective Date. The decision of the Board as to whether a change in control has occurred shall be conclusive and binding on all parties interested therein.

"Company" shall mean Tri-County Financial Corporation.

"Deferral Account" shall have the meaning set forth in Section 5.2 of Article V of the Plan.

"Director" shall mean a member of the Board.

"Disability" shall mean a physical or mental condition, which in the sole and absolute discretion of Board, is reasonably expected to be of indefinite duration and to substantially prevent

a Participant from fulfilling his or her duties or responsibilities to the Company or the Bank.

"Effective Date" shall have the meaning set forth in Article XVIII.

"Multiplier" shall have the meaning set forth in Section 2.13 of the Bank's Executive Incentive Compensation Plan.

"Participant" means anyone who is a Director at any time on or after the Effective Date (whether or not the Director is an Employee).

"Plan" shall mean this Tri-County Federal Savings Bank of Waldorf Retirement Plan for Directors.

"Surviving Spouse" means the husband or wife of a Director at the time of the Director's death, provided they are not then divorced or legally separated.

"Vested Percentage" shall be determined based on the number of the Participant's full years of service on the Board as a nonemployee Director after the Effective Date, and shall be determined according to the following schedule:

Full Years of Service as a Non-Employee               Participant's
Member of the Board Post-Effective Date             Vested Percentage
---------------------------------------             -----------------

              Less than 1                                33-1/3%
                   1                                     66-2/3%
               2 or more                                    100%

Notwithstanding the foregoing, a Participant's Vested Percentage shall increase to 100% in the event he or she retires from the Board for any reason after attaining age 70 or incurring a Disability, as determined by the Board.

ARTICLE II

In the event that a Participant's service on the Board terminates for any reason other than death or Disability, the Bank shall pay the Participant an annual benefit for ten (10) years in an amount equal to the product of (i) the Participant's Benefit Percentage, (ii) the Participant's Vested Percentage, and
(iii) $3,000. The payments due under this Article shall begin on the first day of the second month following the date of the Participant's termination of service on the Board, and shall thereafter be made on the annual anniversary dates of such first payment date. Except as provided in Article IV, no retirement

benefits shall be payable hereunder after the death of the Participant.

Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable hereunder shall be reduced to the extent that on the date of a Participant's termination of employment, either (i) the present value of his or her Benefits exceeds the limitations that are set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date, or (ii) such reduction is necessary to avoid subjecting the Bank to liability under Section 280G of the Internal Revenue Code of 1986, as amended.

ARTICLE III

In the event that a Participant's service on the Board terminates due to his Disability, the Bank shall pay the Participant an annual payment for ten years in an amount equal to the product of his Benefit Percentage and $3,000. The payments due under this Article shall begin on the first day of the second month following the date of the Participant's termination of service, and shall thereafter be made on the annual anniversary dates of such first payment date. Except as provided in Article IV, no disability benefits shall be payable hereunder after the death of the Participant.

ARTICLE IV

In the event that a Participant dies before collecting any of the Benefits provided under Article II or III, the Bank shall pay to the Participant's Surviving Spouse, or if none, to the Participant's estate, a lump sum payment having a present value equal to five (5) times the annual amount that the Participant would have received under Article II if the Participant had both terminated service on the Board on the date of his death, and then had a Vested Percentage equal to 100%. On the other hand, in the event that a Participant dies after commencing to receive the Benefits provided under Article II or III, the Bank shall pay to the Participant's Surviving Spouse, or if none, to the Participant's estate, a lump sum payment having a present value equal to the payments that the Participant would have received if the Participant had survived to collect all Benefits that would have been paid under Article II or III, as the case may be, from the date of the Participant's death through the date on which the Participant would have received the fifth annual payment otherwise payable under Article II or III, as the case may be. In either event, such payment of Benefits shall be made on or before the first day of the second month following the date of the

Participant's death. No Benefits shall be payable hereunder to anyone other than a Surviving Spouse or the Participant's estate.

ARTICLE V

5.1 The Bank expects (but shall be under no legal obligation) on a quarterly basis to contribute to the Trust the aggregate amounts deferred pursuant to Agreements with Participants, which funds would then be used for eventual payment to said Participants under the terms and conditions of this Article.

5.2 In accordance with this Article, a Participant may elect to defer all or any portion of the fees and/or salary otherwise payable to him from the Bank, in cash, for any calendar year in which the Plan is in effect. Deferred amounts shall be credited by the Bank at the end of each calendar quarter, in accordance with the terms of the Agreements entered into between the Participants and the Bank. The funds so credited quarter-annually shall be credited by the Bank to a bookkeeping account ("Deferral Account") in the name of each Participant according to the terms of the Participant's Deferred Compensation Agreement. In addition to the funds deferred quarter-annually and credited to the Deferral Accounts of Participants, the Bank shall adjust each Account at the end of each calendar year (i) to credit the Participant's Deferral Account for the appreciation or depreciation that would have occurred if the Deferral Account had been invested in savings accounts having a return equal to the highest interest rate which the Bank pays, on the effective date of the Participant's election and as adjusted on each subsequent January 1st, on certificates of deposit, regardless of their term, and (ii) at the end of each calendar year to credit to the Participant's Deferral Account a deemed matching contribution by the Bank in an amount equal to the product of the Multiplier for the calendar year, and one and one-half percent (1.5%) of the Participant's aggregate fee deferrals for the calendar year.

5.3 A Participant's Deferral Account shall be paid in accordance with those terms set forth in the Agreement which is applicable to the deferred amounts, except that the Participant's Deferral Account will be paid to the Participant (or his estate) in a lump sum as soon as practicable following a Change in Control. If a Participant should die before receiving all deferred compensation benefits payable under this Article, then such

payment(s) shall be made to the beneficiary designated by the Participant in his or her Agreement (and in the absence of a validly designated or living beneficiary, to the Participant's estate).

5.4 Agreements made hereunder shall be prospective only and shall be irrevocable with respect to amounts deferred pursuant to the Agreement, except that a Participant may at any time and from time to time (i) change the beneficiary designated in paragraph 3 of the Agreement, and/or (ii) file an Agreement which supersedes a prior Agreement as to amounts deferred on or after the January 1st which coincides with or next follows execution of the superseding Agreement. In addition, a Participant may at any time file a written notice with the Bank pursuant to which the Participant ceases future accruals as soon as practicable after the Bank receives such notice.

ARTICLE VI

Benefits shall constitute an unfunded, unsecured promise by the Bank to provide such payments in the future, as and to the extent such Benefits become payable. Benefits shall be paid from the general assets of the Bank, and no person shall, by virtue of this Plan, have any interest in such assets (other than as an unsecured creditor of the Bank). In the event that a trust is established as described herein at Article IX, the trustee of such trust shall inform the Board annually prior to the commencement of each fiscal year as to the manner in which such trust assets shall be invested.

ARTICLE VII

Except as otherwise provided by this Plan, it is agreed that the Participant nor any other person or persons shall have any right to commute, sell, assign, transfer, encumber and pledge or otherwise convey the right to receive any Benefits hereunder, which Benefits and the rights thereto are expressly declared to be nonassignable and nontransferable.

ARTICLE VIII

The Benefits payable under this Plan shall be independent of, and in addition to, any other compensation payable by the Bank to a Participant, whether fees, bonus, retirement income under employee benefit plans sponsored or maintained by the Company or

the Bank, or otherwise. This Plan shall not be deemed to constitute a contract of employment between the Bank and any Participant.

If the Participant is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank under this Plan shall terminate, as of the effective date of the order, but vested rights of the parties shall not be affected.

If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations under this Plan shall terminate as of the date of default; however, this Paragraph shall not affect the vested rights of the parties.

All obligations under this Plan shall terminate, except to the extent that continuation of this Plan is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties.

If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Participant from participating in the conduct of the Bank's affairs, the Bank's obligations under this Plan shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Participant all or part of the compensation withheld while its contract obligations were suspended, and
(ii) reinstate (in whole or in part) any of its obligations which were suspended.

ARTICLE IX

The rights of the Participants under this Plan shall be solely those of unsecured creditors of the Bank. In the event that the Bank shall establish an irrevocable trust to be attached hereto ("Trust"), such assets of the Bank may be held by such trust

pursuant to such Trust, subject to claims by general creditors of the Bank by appropriate judicial action as provided by such Trust.

ARTICLE X

The provisions of this Article shall supersede any provisions of this Plan to the contrary. In the event of a Change in Control while a Participant is serving on the Board, the Participant's Vested Percentage shall become 100%, and the present value of his Benefits shall be due and payable to the Participant (or, in the event of his death, his designated beneficiary or if no beneficiary is living or designated, his estate) in one lump-sum payment within 10 days following such Change in Control. In the event of a Change in Control after a Participant terminates service on the Board, the present value of any Benefits not yet paid to the Participant (or his designated beneficiary or his estate, in the event of his death) shall be due and payable to the Participant (or his designated beneficiary or estate, in the event of his death) in one lump-sum payment within 10 days following such Change in Control.

ARTICLE XI

The Bank agrees that it will not merge or consolidate into any other corporation or organization, or permit its business activities to be taken over by any other organization, unless and until the succeeding or continuing corporation or other organization shall expressly assume the rights and obligations of the Bank herein set forth. The Bank further agrees that it will not cease its business activities or terminate its existence, other than as heretofore set forth in this paragraph, without having made adequate provision for the fulfillment of its obligation hereunder.

ARTICLE XII

The Board may amend or terminate the Plan at any time, provided that no such amendment or termination shall, without the written consent of an affected Participant, alter or impair any rights of the Participants under the Plan.

ARTICLE XIII

This Plan shall be construed and governed in all respects under and by the laws of the State of Maryland. If any provision of this Plan shall be held by a court of competent jurisdiction to

be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

ARTICLE XIV

Headings and subheadings in this Plan are inserted for convenience and reference only and constitute no part of this Plan.

ARTICLE XV

This Plan shall be construed, where required, so that the masculine gender includes the feminine.

ARTICLE XVI

The Board shall have sole and absolute discretion to administer, construe, and interpret the Plan, and the decisions of the Board shall be conclusive and binding on all affected parties (unless such decisions are arbitrary and capricious).

ARTICLE XVII

In the event any dispute shall arise between a Participant and the Bank as to the terms or interpretation of this Plan, whether instituted by formal legal proceedings or otherwise, including any action taken by a Participant to enforce the terms of this Plan or in defending against any action taken by the Bank, the Bank shall reimburse the Participant for all costs and expenses, including reasonable attorneys' fees, arising from such dispute, proceedings or actions; provided that the Participant shall return such amounts to the Bank if he fails to obtain a final judgment by a court of competent jurisdiction (or a settlement of such dispute, proceedings, or actions) substantially in his favor. Such reimbursements to a Participant shall be paid within 10 days of the Participant furnishing to the Bank written evidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by the Participant. Any such request for reimbursement by a Participant shall be made no more frequently than at 30 day intervals.

ARTICLE XVIII

The effective date of this Plan shall be January 1, 1995 provided that Article V shall become effective on the date the Board approves the Plan. Unless terminated earlier in accordance with Article XII, this Plan shall remain in effect during the term of service of the Participants and until all Benefits payable hereunder have been made.

TRI-COUNTY FEDERAL SAVINGS BANK

THIS AGREEMENT, made and entered into this 28 day of August, 1996, by and between TRI-COUNTY FEDERAL SAVINGS BANK, a corporation chartered under the laws of The State of Maryland and the principal office of which is located in the Waldorf, Maryland (hereinafter called the "Employer"), and Micahel Leo Middleton, an individual residing in Maryland (hereinafter called the "Employee").

WHEREAS, the Employee is a valuable officer of the Employer, and wants to obtain life insurance under a policy to be paid for by the Employer; and

WHEREAS, the Employer wishes to retain the services of the Employee and to help the Employee obtain such life insurance not only for the benefit and protection of the Employee's family (by contributing toward payment of the premiums due on the policy on the Employee's life), but also through retaining the right to death benefits that would assist the Employer in replacing the Employee if necessary due to the Employee's death; and

WHEREAS, the Employee will be the owner of the insurance policy acquired pursuant to the terms of this Agreement and the policy will be assigned to the Employer as security for the repayment of the amounts that the Employer will contribute toward payment of the premiums due on each policy listed on Schedule A hereto;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, it is agreed as follows:

ARTICLE I
DEFINITIONS

(B) the removal of the Employee and/or permanent prohibition of the Employee from participating in the conduct of the Employer's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. ss. 1818(e)(4) or (g)(1).

ARTICLE II
GENERAL TERMS AND CONDITIONS

A. The Employer's share of the premium shall be the amount of the planned periodic premium reduced by an amount equal to the economic benefit of the premium to the Employee, as described in IRS Revenue Rulings 64-328 and 66-110 (the "Economic Benefit").

B. The Employee's share of the premium shall be the amount of the Economic Benefit. Such share shall be paid by the Employer as agent for the Employee and shall be charged to the Employee as cash compensation, and for all purposes shall be deemed cash compensation to the Employee and not Employer-paid premiums.

ARTICLE III
EMPLOYER'S FUNDING OBLIGATIONS AND RIGHTS OF RECOVERY

shall have no further obligation to pay premiums on the Policy upon such termination or resignation.

ARTICLE IV
PAYMENTS UPON DEATH OF EMPLOYEE

conform to the provisions hereof.

ARTICLE V
RIGHTS OF EMPLOYEE

ARTICLE VI
MISCELLANEOUS

A. Receipt by the Employer of the Recovery Amount under Section 3.02, 4.01, or 5.02.

B. A transfer of rights to the Employer pursuant to Section 3.01(B).

management and a highly compensated employee, and the parties acknowledge and agree that this Agreement is exempt from Parts 2, 3 and 4 of the Employee Retirement Income Security Act of 1974.

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

TRI-COUNTY FEDERAL SAVINGS BANK

Attest: /s/ Michael L. Middleton        By: /s/ Henry A. Shorter, Jr.
        ----------------------------        ------------------------------------
                                            Henry A. Shorter, Jr.
                                            Acting in his capacity as a Director


Witness: /s/ C. Marie Brown                 /s/ Michael L. Middleton
         ---------------------------        ------------------------------------
                                            Michael L. Middleton
                                            ("Employee")

TRI-COUNTY FEDERAL SAVINGS BANK

SPLIT DOLLAR AGREEMENT

THIS AGREEMENT, made and entered into this 28 day of August, 1996, by and between TRI-COUNTY FEDERAL SAVINGS BANK, a corporation chartered under the laws of The State of Maryland and the principal office of which is located in the Waldorf, Maryland (hereinafter called the "Employer"), and C. Marie Brown, an individual residing in Maryland (hereinafter called the "Employee").

WHEREAS, the Employee is a valuable officer of the Employer, and wants to obtain life insurance under a policy to be paid for by the Employer; and

WHEREAS, the Employer wishes to retain the services of the Employee and to help the Employee obtain such life insurance not only for the benefit and protection of the Employee's family (by contributing toward payment of the premiums due on the policy on the Employee's life), but also through retaining the right to death benefits that would assist the Employer in replacing the Employee if necessary due to the Employee's death; and

WHEREAS, the Employee will be the owner of the insurance policy acquired pursuant to the terms of this Agreement and the policy will be assigned to the Employer as security for the repayment of the amounts that the Employer will contribute toward payment of the premiums due on each policy listed on Schedule A hereto;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, it is agreed as follows:

ARTICLE I
DEFINITIONS

(B) the removal of the Employee and/or permanent prohibition of the Employee from participating in the conduct of the Employer's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. Section 1818(e)(4) or (g)(1).

ARTICLE II
GENERAL TERMS AND CONDITIONS

A. The Employer's share of the premium shall be the amount of the planned periodic premium reduced by an amount equal to the economic benefit of the premium to the Employee, as described in IRS Revenue Rulings 64-328 and 66-110 (the "Economic Benefit").

B. The Employee's share of the premium shall be the amount of the Economic Benefit. Such share shall be paid by the Employer as agent for the Employee and shall be charged to the Employee as cash compensation, and for all purposes shall be deemed cash compensation to the Employee and not Employer-paid premiums.

ARTICLE III
EMPLOYER'S FUNDING OBLIGATIONS AND RIGHTS OF RECOVERY

shall have no further obligation to pay premiums on the Policy upon such termination or resignation.

ARTICLE IV
PAYMENTS UPON DEATH OF EMPLOYEE

conform to the provisions hereof.

ARTICLE V
RIGHTS OF EMPLOYEE

ARTICLE VI
MISCELLANEOUS

A. Receipt by the Employer of the Recovery Amount under Section 3.02, 4.01, or 5.02.

B. A transfer of rights to the Employer pursuant to Section 3.01(B).

management and a highly compensated employee, and the parties acknowledge and agree that this Agreement is exempt from Parts 2, 3 and 4 of the Employee Retirement Income Security Act of 1974.

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

TRI-COUNTY FEDERAL SAVINGS BANK

Attest: /s/ Michael L. Middleton        By: /s/ Henry A. Shorter, Jr.
        ----------------------------        ------------------------------------
                                            Henry A. Shorter, Jr.
                                            Acting in his capacity as a Director


Witness: /s/ Gregory C. Cockerham           /s/ C. Marie Brown
         ---------------------------        ------------------------------------
                                            C. Marie Brownn
                                            ("Employee")