COMMUNITY BANK OF TRI-COUNTY

AGREEMENT, originally entered into as of June 1, 1986 and amended as of March 1, 1991 and August 28, 1996, and restated effective this 23rd day of February, 1998, by and between Community Bank of Tri-County (the "Bank") and Michael L. Middleton (the "Employee").

WHEREAS, the Employee has heretofore been employed by the Bank as its President and Chief Executive Officer and is experienced in all phases of the business of the Bank; and

WHEREAS, the Bank and Employee are parties to an employment agreement dated June 1, 1986 and amended as of March 1, 1991 and August 28, 1996; and

WHEREAS, the parties desire by this writing to restate the terms of such employment agreement.

NOW, THEREFORE, it is AGREED as follows:

When used anywhere in this Agreement, the following terms shall have the meaning set forth herein.

(a)"Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the voting stock of the Bank or the Company, (ii) the acquisition of the ability to control the election of a majority of the Bank's or the Company's directors, (iii) the acquisition of a controlling influence over the management or policies of the Bank or 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), or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Bank or of the Company (the "Existing Board") 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 Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, the Company's ownership of the Bank shall not of itself constitute a Change in Control for purposes of the Agreement. For purposes of this paragraph 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.

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

(c)"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and as interpreted through applicable rulings and regulations in effect from time to time.

(d)"Code Sec.280G Maximum" shall mean the product of 2.99 and the Employee's "base amount" as defined in Code Sec.280G(b)(3).

(e)"Disability" shall mean a physical or mental infirmity which impairs the Employee's ability to substantially perform his duties under this Agreement and which results in the Employee becoming eligible for long-term disability benefits under the Bank's long-term disability plan (or, if the Bank has no such plan in effect, which impairs the Employee's ability to substantially perform his duties under this Agreement for a period of 180 consecutive days).

(f)"Effective Date" shall mean the date of restatement of this Agreement, February 23, 1998.

(g)"Good Reason" shall mean any of the following events, which has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions, more than 30 miles from his primary office as of the later of the Effective Date and the most recent voluntary relocation by the Employee; (ii) a material reduction in the Employee's base compensation under this Agreement as the same may be increased from time to time; (iii) the failure by the Bank or the Company to continue to provide the Employee with compensation and benefits provided under this Agreement as the same may be increased from time to time, or with benefits substantially similar to those provided to him 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 or the Company which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him under this Agreement; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position; (v) a failure to reelect the Employee to the Board of Directors of the Bank (the "Board") or the Company; or (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank.

(h)"Just Cause" shall mean, in the good faith determination of the Bank's Board of Directors, 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, or material breach of any provision of this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. No act, or failure to act, on the Employee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Bank and the Company.

(i)"Protected Period" shall mean the period that begins on the date six months before a Change in Control and ends on the later of the second annual anniversary of the Change in Control or the expiration date of this Agreement.

(j)"Trust" shall mean a grantor trust that is designed in accordance with Revenue Procedure 92-64 and has a trustee independent of the Bank and the Company.

(a) The Employee shall be eligible to participate in any of the following plans or programs that the Bank may now or in the future maintain: group hospitalization, disability, health, dental, sick leave, life insurance, travel and/or accident insurance, auto allowance/auto lease, retirement, pension, and/or other present or future qualified or nonqualified plans provided by the Bank, generally which benefits, taken as a whole, must be at least as favorable as those in effect on the Effective Date.

(b) The Employee shall also be eligible to participate in any fringe benefits which are or may become available to the Bank'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. The Employee shall be reimbursed for all reasonable out-of-pocket business expenses which he shall incur in connection with his services under this Agreement upon substantiation of such expenses in accordance with the policies of the Bank.

personal interest in this Employment Agreement shall discuss and vote on the approval and subsequent review of this Agreement.

(a) During the period of his employment hereunder and except for illnesses, reasonable vacation periods, and reasonable leaves of absence, the Employee shall devote all his full business time, attention, skill, and efforts to the faithful performance of his 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 the 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 employment under this Agreement, the Employee shall not engage in any business or activity contrary to the business affairs or interests of the Bank.

(b) Nothing contained in this Section 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 establishes for senior management employees of the Bank, which shall in no event be less than four
(4) weeks per annum.

(b) The Employee shall not receive any additional compensation from the Bank on account of his failure to take a vacation or sick leave, and the Employee shall not accumulate unused vacation or sick leave 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 voluntarily from the performance of his 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 such 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. In the event any sick leave time shall not have been used during any year, such leave shall accrue to subsequent years only to the extent authorized by the Board.

(a) Death. The Employee's employment under this Agreement shall terminate upon his death during the term of this Agreement, in which event the Employee's estate shall be entitled to receive the compensation due the Employee through the last day of the calendar month in which his death occurred.

(2) During any period that the Employee shall receive disability benefits and to the extent that the Employee shall be physically and mentally able to do so, he shall furnish such information, assistance and documents so as to assist in the continued ongoing business of the Bank and, if able, shall make himself available to the Bank to undertake reasonable assignments consistent with his prior position and his physical and mental health. The Bank shall pay all reasonable expenses incident to the performance of any assignment given to the Employee during the disability period.

(c) Just Cause. The Board may, by written notice to the Employee, immediately terminate his employment at any time, for Just Cause. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause.

(d) Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):

(i) the salary provided pursuant to Section 3 hereof, together with accrued incentive pay (based on the level of such pay for the year in which the termination occurs) up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), and

(ii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the

Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Bank benefit plans through the Expiration Date to the extent the Employee continues to qualify for participation therein.

All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments, through the Expiration Date, or (II) in one lump sum within ten days of such termination.

(e) Good Reason. The Employee shall be entitled to receive the compensation and benefits payable under subsection 10(d) hereof in the event that the Employee voluntarily terminates employment within 90 days of an event that constitutes Good Reason, (unless such voluntary termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply).

(f) Termination or Suspension Under Federal Law. (1) If the Employee 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) and
(g)(1)), all obligations of the Bank under this Agreement shall terminate, as of the effective date of the order, but vested rights of the parties shall not be affected.

(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 law and regulations.

(g) Voluntary Termination by Employee. Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

(h) Post-termination Health Insurance. If the Employee's employment terminates with the Bank or the Company for any reason other than Just Cause, the Employee

shall be entitled to purchase from the Bank, at the Employee's own expense which shall not exceed applicable COBRA rates, family medical insurance under any group health plan that the Bank or the Company maintains for its employees. This right shall be (i) in addition to, and not in lieu of, any other rights that the Employee has under this Agreement, and (ii) shall continue until the Employee first becomes eligible for participation in Medicare.

(a) Trigger Events. The Employee shall be entitled to collect the severance benefits set forth in Subsection (b) hereof in the event that either (i) the Employee voluntarily terminates employment for any reason within the 30-day period beginning on the date of a Change in Control, (ii) the Employee voluntarily terminates employment within 90 days of an event that both occurs during the Protected Period and constitutes Good Reason, or (iii) the Bank or the Company or their successor(s) in interest terminate the Employee's employment without his written consent and for any reason other than Just Cause during the Protected Period.

(b) Amount of Severance Benefit. If the Employee becomes entitled to collect severance benefits pursuant to Section 12(a) hereof, the Bank shall:

(i) pay the Employee a severance benefit equal to the difference between the Code Sec.280G Maximum and the sum of any other "parachute payments" as defined under Code ss.280G(b)(2) that the Employee receives on account of the Change in Control, and

(ii) pay for long-term disability and provide such medical benefits as are available to the Employee under the provisions of COBRA, for eighteen (18) months (or such longer period, up to 24 months, if COBRA is amended).

The amount payable under this Section 12(b) shall be paid either (i) in one lump sum within ten days of the later of the date of the Change in Control and the Employee's last day of employment with the Bank or the Company, or (ii) if prior to the date which is 90 days before the date on which a Change in Control occurs, the Employee filed a duly executed irrevocable written election in the form attached hereto as Exhibit "A", payment of such amount shall be made according to the elected schedule. Deferred amounts shall bear interest from the date on which they would otherwise be payable until the date paid at a rate equal to 120% of the applicable federal rate, compounded semiannually, as determined under Code
Section 1274(d) and the regulations thereunder.

(c) Funding of Grantor Trust upon Change in Control. Not later than ten business days after a Change in Control, the Bank shall (i) deposit in a Trust an amount equal to the Code Sec.280G Maximum, unless the Employee has previously provided a written release of any claims under this Agreement, and (ii) provide the trustee of the Trust with a written direction to hold said amount and any investment return thereon in a segregated account for the benefit of the Employee, and to follow the procedures set forth in the next paragraph as to the payment of such amounts from the Trust. Upon the later of the Trust's final payment of all amounts due under the following paragraph or the date 27 months after the Change in Control, the trustee of the Trust shall pay to the Bank the entire balance remaining in the segregated account maintained for the benefit of the Employee. The Employee shall thereafter have no further interest in the Trust.

During the 27-consecutive month period after a Change in Control, the Employee may provide the trustee of the Trust with a written notice requesting that the trustee pay to the Employee an amount designated in the notice as being payable pursuant to this Agreement. Within three business days after receiving said notice, the trustee of the Trust shall send a copy of the notice to the Bank via overnight and registered mail return receipt requested. On the tenth
(10th) business day after mailing said notice to the Bank, the trustee of the Trust shall pay the Employee the amount designated therein in immediately available funds, unless prior thereto the Bank provides the trustee with a written notice directing the trustee to withhold such payment. In the latter event, the trustee shall submit the dispute to non-appealable binding arbitration for a determination of the amount payable to the Employee pursuant to this Agreement, and the costs of such arbitration shall be paid by the Bank. The trustee shall choose the arbitrator to settle the dispute, and such arbitrator shall be bound by the rules of the American Arbitration Association in making his determination. The parties and the trustee shall be bound by the results of the arbitration and, within 3 days of the determination by the arbitrator, the trustee shall pay from the Trust the amounts required to be paid to the Employee and/or the Bank, and in no event shall the trustee be liable to either party for making the payments as determined by the arbitrator.

(a) Bank. This Agreement shall not be assignable by the Bank, provided that this Agreement shall inure to the benefit of and be binding upon any corporate or 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) Employee. Since the Bank is contracting for the unique and personal skills of the Employee, the Employee shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Bank; provided, however, that nothing in this paragraph shall preclude (i) the Employee from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of the Employee or his estate from assigning any rights hereunder to the person or persons entitled thereunto.

(c) 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 restated Agreement on the day and year first hereinabove written.

ATTEST:                                      COMMUNITY BANK OF TRI-COUNTY



                                             By: /s/ Michael L. Middleton
--------------------                         ----------------------------
Secretary                                    Its Chairman of the Board

WITNESS:

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

COMMUNITY BANK OF TRI-COUNTY

EXECUTIVE INCENTIVE COMPENSATION PLAN

WHEREAS, Community Bank of Tri-County (the "Bank") maintains the Community Bank of Tri-County Executive Incentive Compensation Plan (the "Plan"), and the Bank's Board of Directors has determined that it is in the best interests of the Bank to amend the Plan in the manner set forth herein;

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2004.

1. New Sections 2.12A, 2.12B and 2.12C are added to the Plan immediately after Section 2.12 and before Section 2.13 to provide as follows:

2.12A "EPS" means diluted earnings per share of Common Stock, expressed as a dollar amount, as computed by the Corporation for purposes of financial statement reporting.

2.12B "EPS Increase" means the amount, if any, by which the EPS for a calendar year exceeds the EPS for the immediately preceding calendar year. Such increase, if any, shall be expressed as a percentage of the EPS for the immediately preceding calendar year.

2.12C "EPS Target Increase" means the amount by which the targeted EPS for a calendar year, as determined by the Committee in its discretion for purposes of this Plan prior to or as soon as practicable following January 1 of such year, will exceed the EPS for the immediately preceding calendar year. Such excess shall be expressed as a percentage of the EPS for the immediately preceding calendar year.

2. Section 2.15 of the Plan is amended in its entirety to provide as follows:

(i) is 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,

(ii) is the percentage obtained when the median percentage of noncurrent to gross loans ("NPL") of the Peer Group is divided by the percentage of the Bank's NPL; and

(iii) is the percentage obtained when the EPS Increase for the calendar year is divided by the EPS Target Increase for the calendar year(1); provided that (a) in no event shall such percentage exceed 150% for purposes of this clause (iii), and (b) such percentage shall be deemed to be 0% for purposes of this clause (iii) if the actual percentage is less than 50%.

(1) For example, the Multiplier would be 145% - - the average of 50% and 300% and 85% - - if (i) the Bank's ROE was 5% and the median ROE for its Peer Group times the ROE Target Percentage was 10%, (ii) the Bank's noncurrent to gross loan percentage was 2% and the median percentage for its Peer Group was 6%, and (iii) the EPS Increase was 85% of the EPS Target Increase.

Either of the percentages set forth in clauses (i) and (ii), above, will be below 100% if the Bank does not outperform the other banks in its Peer Group. If the Bank performs at a level below 50% of Peer Performance, the factor for these clauses shall be zero. The Committee shall make its determinations of ROE, NPL and EPS in accordance with generally accepting accounting principles, subject to the Committee's discretion to take into account or to disregard any financial events that are extraordinary in the opinion of the Committee.

3. Section 4.02 of the Plan is amended in its entirety to provide as follows:

4. Nothing contained herein shall be held to alter, vary or affect any of the terms, provisions, or conditions of the Plan or any agreement entered into thereunder, other than as stated above.

Dated As Of : October 23, 2003          COMMUNITY BANK OF TRI-COUNTY



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

COMMUNITY BANK OF TRI-COUNTY

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is adopted this 6th day of September, 2003, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the "Company"), and MICHAEL L. MIDDLETON (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

ARTICLE 1
DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 "Change of Control" The term "Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the voting stock of the Company or the Corporation; (ii) the acquisition of the ability to control the election of a majority of the Company's or the Corporation's directors; (iii) the acquisition of a controlling influence over the management or policies of the Company or the Corporation by an y person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934); or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Company or the Corporation (the "Existing Board") 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 Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, the Corporation's ownership of the Company shall not of itself constitute a Change in Control for purposes of the Agreement. For purposes of this paragraph 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.

1.2 "Code" means the Internal Revenue Code of 1986, as amended.

1.3 "Corporation" means the Tri-County Financial Corporation.

1.4 "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under the Employment Agreement with the Company and which results in the Executive becoming eligible for long-term disability benefits under the Company's long-term disability plan (or if the Company has no such plan in effect, which impairs the Executive's ability to substantially perform his duties under the Employment Agreement for a period of 180 consecutive days).

1.5 "Effective Date" means March 28, 2003.

1.6 "Employment Agreement" means the Restated Employment Agreement between the Company and the Executive date February 23, 1998, as the same may be amended from time to time.

1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.8 "Normal Retirement Age" means the Executive attaining age 62.

1.9 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.10 "Termination for Cause" shall be defined as set forth in Article 5.

1.11 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

1.12 "Years of Service" means the twelve consecutive month period beginning on the Executive's date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Executive is an employee of the Company.

ARTICLE 2
LIFETIME BENEFITS

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Executive's Normal Retirement Age, other than for reason of death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The benefit under this Section 2.1 is an annual benefit of $128,048 (One Hundred Twenty-Eight Thousand Forty-Eight Dollars) for a period of fifteen (15) years resulting in a total benefit of $1,920,720 (One Million Nine Hundred Twenty

Thousand Seven Hundred Twenty Dollars). The Company's Board of Directors, in its sole discretion, through duly adopted resolution, may increase the annual benefit under this Section

2.1.2. Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments of $10,671 (Ten Thousand Six Hundred Seventy-One Dollars) commencing with the month following the later of (a) the Executive's Termination of Employment, or (b) the Executive attaining age 65.

2.2 Early Termination Benefit. Upon Termination of Employment prior to Normal Retirement Age, other than for reasons of Disability, Change of Control or death, the Company shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is determined by multiplying the Normal Retirement Benefit amount described in
Section 2.1.1 by a fraction (rounded to the nearest hundredth), the numerator of which is the number of Years of Service at the time of the Executive's termination of employment (rounded to one tenth of a year); and the denominator is the number of Years of Service that the Executive would have had if the Executive had remained employed with the Company until the Normal Retirement Age (rounded to one tenth of a year).

2.2.2 Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining age 65.

2.3 Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.3.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining age 65, paying the annual benefit to the Executive for a period of 15 years.

2.4 Change of Control Benefit. Upon Termination of Employment within 24 months subsequent to a Change of Control and prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive attaining age 65, paying the annual benefit to the Executive for a period of 15 years.

2.4.3 Excess Parachute Payment. In each calendar year that Executive is entitled to receive payments or benefits under the provisions of this Agreement, the Company shall determine if an excess parachute payment (as defined in Section 4999 of the Code) exists. Such determination shall be made after taking any reductions permitted pursuant to Section 280G of the Code and the regulations thereunder. Any amount determined to be an excess parachute payment after taking into account such reductions shall be hereafter referred to as the "Initial Excess Parachute Payment." As soon as practicable after a Change in Control, the Initial Excess Parachute Payment shall be determined. Upon the Date of Termination following a Change in Control, the Company shall pay Executive, subject to applicable withholding requirements under applicable state or federal law, an amount equal to:

(a) twenty (20) percent of the Initial Excess Parachute Payment (or such other amount equal to the tax imposed under Section 4999 of the Code); and

(b) such additional amount (tax allowance) as may be necessary to compensate Executive for the payment by Executive of state and federal income and excise taxes on the payment provided under clause (1) and on any payments under this Clause (2). In computing such tax allowance, the payment to be made under Clause
(1) shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be determined as follows:

GUP = Tax Rate divided by (1 minus Tax Rate)

The "Tax Rate" for purposes of computing the GUP shall be the sum of the highest marginal federal and state income and employment-related tax rates, including any applicable excise tax rates, applicable to the Executive in the year in which the payment under Clause (a) is made.

(c) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which Executive is a party that the excess parachute payment as defined in Section 4999 of the Code, reduced as described above, is more than the Initial Excess Parachute Payment (such different amount being hereafter referred to as the "Determinative Excess Parachute Payment") then the Company's independent accountants shall determine the amount (the "Adjustment Amount") the Company must pay to the Executive in order to put the Executive in the same position as the Executive would have been if the Initial Excess Parachute

Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, independent accountants of the Company shall take into account any and all taxes (including any penalties and interest) paid by or for Executive or refunded to Executive or for Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to Executive. In no event however, shall Executive make any payment under this paragraph to the Company.

2.5 Early Payout. If the Executive's Termination of Employment occurs prior to age 65, he may in a written request to the Company elect to have annual benefit payments commence within 30 days following his Termination of Employment rather than at age 65, provided the election is made 13 months prior to Termination of Employment. If such election occurs the annual benefit amount shall be further reduced per month for each month between Termination of Employment and age 65. Said reduction shall be determined by using the 5-year Treasury Constant Maturity Rate (not to exceed 6% annually) as of the last day of the month prior to Termination of Employment, divided by 12.

ARTICLE 3
DEATH BENEFITS

3.1 Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2.

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2 Payment of Benefit. The Company shall pay the benefit to the Executive's beneficiary in 180 equal monthly installments commencing with the month following the Executive's death.

3.2 Death During Payment of a Benefit. If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death After Termination of Employment But Before Payment of a Benefit Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the

Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death, without any reduction for earlier commencement.

ARTICLE 4
BENEFICIARIES

4.1 Beneficiary Designations. The Executive shall designate a beneficiary for purposes of Article 3 of this Agreement by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 5
GENERAL LIMITATIONS

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive's employment for Cause. Cause shall mean, in the good faith determination of the Company's Board of Directors, the Executive'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, or material breach of any provision of this Agreement. No act, or failure to act, on the Executive's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.

5.2 Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, on any application for any benefits provided by the Company to the Executive, or on any application for insurance that the Company may purchase on the life of Executive.

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

(2) If the Company 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) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Company's affairs, the Company'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 Company may in its discretion (i) pay the Executive all or part of the compensation withheld while is contract obligations were suspended, and (ii) reinstate (in whole or in apart) any of its obligations which were suspended.

ARTICLE 6
CLAIMS AND REVIEW PROCEDURE

6.1 Claims Procedure. Any individual ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;

(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
(d) An explanation of this Agreement's review procedures and the time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and
(d) A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States of America.

8.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,

encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Establishing and revising the method of accounting for the Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
(d) Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement.

EXECUTIVE:                                       COMPANY:
                                                 COMMUNITY BANK OF TRI-COUNTY
/s/ Michael L. Middleton
----------------------------------                By /s/ H. Beaman Smith
MICHAEL L. MIDDLETON                                ----------------------------

                                                  Title  Secretary/Treasurer
                                                       -------------------------

                                                   By
                                                     ---------------------------

                                                   Title
                                                        ------------------------

BENEFICIARY DESIGNATION

COMMUNITY BANK OF TRI-COUNTY
SALARY CONTINUATION AGREEMENT

MICHAEL L. MIDDLETON

I designate the following as beneficiary of any death benefits under this Agreement:

o Include instructions regarding how you want benefits divided if you are naming more than one Primary or Contingent beneficiary and their share is not equal.

o To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement and the tax identification number.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Received by the Company this   day of                  , 2003.
                            ---       -----------------

By
  --------------------------------------

Title
      -----------------------------------

Michael L. Middleton

Date of Hire                                 April 30, 1973

Normal Retirement Date (Age 62)              October 18, 2009

                        (1)           (2)                      (3)               (4)                (5)          (6)
                                            Years of Service                                      Normal        Early
   Year               Age as        ---------------------------------     Early Retirement      Retirement    Retirement
  Ended                of           At End               At Normal            "Vesting"           Annual    Annual Benefit
December 31:       December 31:     of Year           Retirement Date           Factor            Benefit  as of December 31
------------       ------------     -------           ---------------           ------            -------  -----------------
                                                                            [col 2/col 3]                  [col 4 X col 5]

   2003               56              30.7                 36.5                 0.84             128,048         107,560
   2004               57              31.7                 36.5                 0.87             128,048         111,402
   2005               58              32.7                 36.5                 0.90             128,048         115,243
   2006               59              33.7                 36.5                 0.92             128,048         117,804
   2007               60              34.7                 36.5                 0.95             128,048         121,646
   2008               61              35.7                 36.5                 0.98             128,048         125,487
October 18, 2009  Normal Ret. Date    36.5                 36.5                 1.00             128,048         128,048

COMMUNITY BANK OF TRI-COUNTY

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is adopted this 12th day of September, 2003, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the "Company"), and CONNIE MARIE BROWN (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

ARTICLE 1
DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 "Change of Control" The term "Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the voting stock of the Company or the Corporation; (ii) the acquisition of the ability to control the election of a majority of the Company's or the Corporation's directors; (iii) the acquisition of a controlling influence over the management or policies of the Company or the Corporation by an y person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934); or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Company or the Corporation (the "Existing Board") 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 Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, the Corporation's ownership of the Company shall not of itself constitute a Change in Control for purposes of the Agreement. For purposes of this paragraph 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.

1.2 "Code" means the Internal Revenue Code of 1986, as amended.

1.3 "Corporation" means the Tri-County Financial Corporation.

1.4 "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under the Employment Agreement with the Company and which results in the Executive becoming eligible for long-term disability benefits under the Company's long-term disability plan (or if the Company has no such plan in effect, which impairs the Executive's ability to substantially perform his duties under his Employment Agreement for a period of 180 consecutive days).

1.5 "Effective Date" means March 28, 2003.

1.6 "Employment Agreement" means the (name of employment agreement) between the Company and the Executive dated ____________ __, ____, as the same may be amended from time to time.

1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.8 "Normal Retirement Age" means the Executive attaining age 65.

1.9 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.10 "Termination for Cause" shall be defined as set forth in Article 5.

1.11 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

1.12 "Years of Service" means the twelve consecutive month period beginning on the Executive's date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Executive is an employee of the Company.

ARTICLE 2
LIFETIME BENEFITS

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Executive's Normal Retirement Age, other than for reason of death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The benefit under this Section 2.1 is an annual benefit of $43,524 (Forty-Three Thousand Five Hundred Twenty-Four Dollars) for a period of fifteen (15) years resulting in a total benefit of $652,860 (Six Hundred Fifty-Two Thousand Eight Hundred Sixty Dollars). The Company's Board of Directors, in its sole discretion, through duly adopted resolution, may increase the annual benefit under this Section.

2.1.2. Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments of $3,627 (Three Thousand Six Hundred Twenty-Seven Dollars) commencing with the month following the later of (a) the Executive's Termination of Employment, or (b) the Executive attaining Normal Retirement Age.

2.2 Early Termination Benefit. Upon Termination of Employment prior to Normal Retirement Age, other than for reasons of Disability, Change of Control or death, the Company shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is determined by multiplying the Normal Retirement Benefit amount described in
Section 2.1.1 by a fraction (rounded to the nearest hundredth), the numerator of which is the number of Years of Service at the time of the Executive's termination of employment (rounded to one tenth of a year); and the denominator is the number of Years of Service that the Executive would have had if the Executive had remained employed with the Company until the Normal Retirement Age (rounded to one tenth of a year).

2.2.2 Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age.

2.3 Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.3.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4 Change of Control Benefit. Upon Termination of Employment within 12 months subsequent to a Change of Control and prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4.3 Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company will reduce any benefit under this Agreement by an amount necessary to avoid an excise tax under the excess parachute rules of Section 280G of the Code.

2.5 Early Payout. If the Executive's Termination of Employment occurs prior to Normal retirement Age, he may in a written request to the Company elect to have annual benefit payments commence within 30 days following his Termination of Employment rather than at age 65, provided the election is made 13 months prior to Termination of Employment. If such election occurs the annual benefit amount shall be further reduced per month for each month between Termination of Employment and age 65. Said reduction shall be determined by using the 5-year Treasury Constant Maturity Rate (not to exceed 6% annually) as of the last day of the month prior to Termination of Employment, divided by 12.

ARTICLE 3
DEATH BENEFITS

3.1 Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2.

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2 Payment of Benefit. The Company shall pay the benefit to the Executive's beneficiary in 180 equal monthly installments commencing with the month following the Executive's death.

3.2 Death During Payment of a Benefit. If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death After Termination of Employment But Before Payment of a Benefit Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death, without any reduction for earlier commencement.

ARTICLE 4
BENEFICIARIES

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 5
GENERAL LIMITATIONS

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive's employment for Cause. Cause shall mean, in the good faith determination of the Company's Board of Directors, the Executive'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, or material breach of any provision of this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. No act, or failure to act, on the Executive's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.

5.2 Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, on any application for any benefits provided by the Company to the Executive, or on any application for insurance that the Company may purchase on the life of Executive.

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

(2) If the Company 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) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Company's affairs, the Company'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 Company may in its discretion (i) pay the Executive all or part of the compensation withheld while is contract obligations were suspended, and (ii) reinstate (in whole or in apart) any of its obligations which were suspended.

ARTICLE 6
CLAIMS AND REVIEW PROCEDURE

6.1 Claims Procedure. Any individual ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A description of any additional information or material necessary for the

claimant to perfect the claim and an explanation of why it is needed;
(d) An explanation of this Agreement's review procedures and the time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

(d) A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States of America.

8.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,

encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Establishing and revising the method of accounting for the Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
(d) Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement.

EXECUTIVE:                                 COMPANY:
                                           Community Bank of Tri-County

/s/ Connie Marie Brown                     By: /s/ H. Beaman Smith
-----------------------------                  --------------------------------
CONNIE MARIE BROWN                             Title:  Secretary and Treasurer

BENEFICIARY DESIGNATION

COMMUNITY BANK OF TRI-COUNTY
SALARY CONTINUATION AGREEMENT

GENERIC EXECUTIVE

I designate the following as beneficiary of any death benefits under this Agreement:

Note:
o Include instructions regarding how you want benefits divided if you are naming more than one Primary or Contingent beneficiary and their share is not equal.
o To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement and the tax identification number.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature ______________________________

GENERIC EXECUTIVE

Date __________________________________

Connie Marie Brown

Date of Hire                        October 10, 1972
Normal Retirement Date (Age 65)     April 6, 2007

                        (1)           (2)                      (3)               (4)                (5)             (6)
                                            Years of Service                    Early             Normal        Early
   Year               Age as        ---------------------------------        Retirement         Retirement    Retirement
  Ended                of           At End               At Normal            "Vesting"           Annual    Annual Benefit
December 31:       December 31:     of Year           Retirement Date           Factor            Benefit  as of December 31
------------       ------------     -------           ---------------           ------            -------  -----------------
                                                                            [col 2/col 3]                  [col 4 X col 5]

      2003              61          31.2                 34.5                   0.90                43,524     39,172
      2004              62          32.2                 34.5                   0.93                43,524     40,477
      2005              63          33.2                 34.5                   0.96                43,524     41,783
      2006              64          34.2                 34.5                   0.99                43,524     43,089

 April 6, 2007      Normal Ret.     34.5                 34.5                   1.00                43,524
                       Date

COMMUNITY BANK OF TRI-COUNTY

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is adopted this 6th day of September, 2003, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the "Company"), and GREGORY COCKERHAM (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT

The Company and the Executive agree as follows:

ARTICLE 1
DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 "Change of Control" The term "Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the voting stock of the Company or the Corporation; (ii) the acquisition of the ability to control the election of a majority of the Company's or the Corporation's directors; (iii) the acquisition of a controlling influence over the management or policies of the Company or the Corporation by an y person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934); or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Company or the Corporation (the "Existing Board") 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 Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, the Corporation's ownership of the Company shall not of itself constitute a Change in Control for purposes of the Agreement. For purposes of this paragraph 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.

1.2 "Code" means the Internal Revenue Code of 1986, as amended.

1.3 "Corporation" means the Tri-County Financial Corporation.

1.4 "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under the Employment Agreement with the Company and which results in the Executive becoming eligible for long-term disability benefits under the Company's long-term disability plan (or if the Company has no such plan in effect, which impairs the Executive's ability to substantially perform his duties under his Employment Agreement for a period of 180 consecutive days).

1.5 "Effective Date" means March 28, 2003.

1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.8 "Normal Retirement Age" means the Executive attaining age 65.

1.9 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.10 "Termination for Cause" shall be defined as set forth in Article 5.

1.11 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

1.12 "Years of Service" means the twelve consecutive month period beginning on the Executive's date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Executive is an employee of the Company.

ARTICLE 2
LIFETIME BENEFITS

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Executive's Normal Retirement Age, other than for reason of death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The benefit under this Section 2.1 is an annual benefit of $72,235 (Seventy-Two Thousand Two Hundred Thirty-Five Dollars) for a period of fifteen (15) years resulting in a total benefit of $1,083,525 (One Million Eighty-Three Thousand Five Hundred Twenty-Five Dollars). The Company's Board of Directors, in its sole

discretion, through duly adopted resolution, may increase the annual benefit under this Section.

2.1.2. Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments of $6,020 (Sixty Thousand Twenty Dollars) commencing with the month following the later of (a) the Executive's Termination of Employment, or (b) the Executive attaining Normal Retirement Age.

2.2 Early Termination Benefit. Upon Termination of Employment prior to Normal Retirement Age, other than for reasons of Disability, Change of Control or death, the Company shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is determined by multiplying the Normal Retirement Benefit amount described in
Section 2.1.1 by a fraction (rounded to the nearest hundredth), the numerator of which is the number of Years of Service at the time of the Executive's termination of employment (rounded to one tenth of a year); and the denominator is the number of Years of Service that the Executive would have had if the Executive had remained employed with the Company until the Normal Retirement Age (rounded to one tenth of a year).

2.2.2 Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age.

2.3 Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.3.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4 Change of Control Benefit. Upon Termination of Employment within 12 months subsequent to a Change of Control and prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4.3 Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company will reduce any benefit under this Agreement by an amount necessary to avoid an excise tax under the excess parachute rules of Section 280G of the Code.

2.5 Early Payout. If the Executive's Termination of Employment occurs prior to Normal retirement Age, he may in a written request to the Company elect to have annual benefit payments commence within 30 days following his Termination of Employment rather than at age 65, provided the election is made 13 months prior to Termination of Employment. If such election occurs the annual benefit amount shall be further reduced per month for each month between Termination of Employment and age 65. Said reduction shall be determined by using the 5-year Treasury Constant Maturity Rate (not to exceed 6% annually) as of the last day of the month prior to Termination of Employment, divided by 12.

ARTICLE 3
DEATH BENEFITS

3.1 Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2.

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2 Payment of Benefit. The Company shall pay the benefit to the Executive's beneficiary in 180 equal monthly installments commencing with the month following the Executive's death.

3.2 Death During Payment of a Benefit. If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death After Termination of Employment But Before Payment of a Benefit Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death, without any reduction for earlier commencement.

ARTICLE 4
BENEFICIARIES

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 5
GENERAL LIMITATIONS

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive's employment for Cause. Cause shall mean, in the good faith determination of the Company's Board of Directors, the Executive'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, or material breach of any provision of this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. No act, or failure to act, on the Executive's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.

5.2 Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, on any application for any benefits provided by the Company to the Executive, or on any application for insurance that the Company may purchase on the life of Executive.

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

(2) If the Company 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) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Company's affairs, the Company'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 Company may in its discretion (i) pay the Executive all or part of the compensation withheld while is contract obligations were suspended, and (ii) reinstate (in whole or in apart) any of its obligations which were suspended.

ARTICLE 6
CLAIMS AND REVIEW PROCEDURE

6.1 Claims Procedure. Any individual ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A description of any additional information or material necessary for the

claimant to perfect the claim and an explanation of why it is needed;
(d) An explanation of this Agreement's review procedures and the time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

(d) A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States of America.

8.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,

encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Establishing and revising the method of accounting for the Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
(d) Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement.

EXECUTIVE:                                  COMPANY:
                                            Community Bank of Tri-County

/s/ Gregory Cockerham                       By: /s/ H. Beaman Smith
-----------------------                     -------------------------------
GREGORY COCKERHAM                           Title:  Secretary and Treasurer

BENEFICIARY DESIGNATION

COMMUNITY BANK OF TRI-COUNTY
SALARY CONTINUATION AGREEMENT

GENERIC EXECUTIVE

I designate the following as beneficiary of any death benefits under this Agreement:

Note:
o Include instructions regarding how you want benefits divided if you are naming more than one Primary or Contingent beneficiary and their share is not equal.
o To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement and the tax identification number.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature ______________________________

GENERIC EXECUTIVE

Date __________________________________

Received by the Company this ______ day of _________________, 2003.

By ____________________________________

Title __________________________________

Gregory Cockerham

Date of Hire                        November 7, 1988
Normal Retirement Date (Age 65)     July 24, 2019

                        (1)           (2)                      (3)               (4)                (5)             (6)
                                            Years of Service                 Early               Normal            Early
   Year               Age as          ---------------------------------   Retirement           Retirement        Retirement
  Ended                of           At End               At Normal         "Vesting"              Annual       Annual Benefit
December 31:       December 31:     of Year           Retirement Date       Factor               Benefit      as of December 31
------------       ------------     -------           ---------------       ------               -------      -----------------
                                                                            [col 2/col 3]                     [col 4 X col 5]

      2003              49          15.2                  30.7                0.50                72,235             36,118
      2004              50          16.2                  30.7                0.53                72,235             38,285
      2005              51          17.2                  30.7                0.56                72,235             40,452
      2006              52          18.2                  30.7                0.59                72,235             42,619
      2007              53          19.2                  30.7                0.63                72,235             45,508
      2008              54          20.2                  30.7                0.66                72,235             47,675
      2009              55          21.2                  30.7                0.69                72,235             49,842
      2010              56          22.2                  30.7                0.72                72,235             52,009
      2011              57          23.2                  30.7                0.76                72,235             54,889
      2012              58          24.2                  30.7                0.79                72,235             57,066
      2013              59          25.2                  30.7                0.82                72,235             59,233
      2014              60          26.2                  30.7                0.85                72,235             61,400
      2015              61          27.2                  30.7                0.89                72,235             64,289
      2016              62          28.2                  30.7                0.92                72,235             66,456
      2017              63          29.2                  30.7                0.95                72,235             68,623
      2018              64          30.2                  30.7                0.98                72,235             70,790

 July 24, 2019      Normal Ret.     30.7                  30.7                1.00                72,235
                       Date

COMMUNITY BANK OF TRI-COUNTY

SALARY CONTINUATION AGREEMENT

THIS AGREEMENT is adopted this 6th day of September, 2003, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the "Company"), and WILLIAM PASENELLI (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT

The Company and the Executive agree as follows:

ARTICLE 1
DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 "Change of Control" The term "Change in Control" shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the voting stock of the Company or the Corporation; (ii) the acquisition of the ability to control the election of a majority of the Company's or the Corporation's directors; (iii) the acquisition of a controlling influence over the management or policies of the Company or the Corporation by an y person or by persons acting as a "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934); or (iv) during any period of two consecutive years, individuals (the "Continuing Directors") who at the beginning of such period constitute the Board of Directors of the Company or the Corporation (the "Existing Board") 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 Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, the Corporation's ownership of the Company shall not of itself constitute a Change in Control for purposes of the Agreement. For purposes of this paragraph 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.

1.2 "Code" means the Internal Revenue Code of 1986, as amended.

1.3 "Corporation" means the Tri-County Financial Corporation.

1.4 "Disability" means a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties under the Employment Agreement with the Company and which results in the Executive becoming eligible for long-term disability benefits under the Company's long-term disability plan (or if the Company has no such plan in effect, which impairs the Executive's ability to substantially perform his duties under his Employment Agreement for a period of 180 consecutive days).

1.5 "Effective Date" means March 28, 2003.

1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.8 "Normal Retirement Age" means the Executive attaining age 65.

1.9 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement.

1.10 "Termination for Cause" shall be defined as set forth in Article 5.

1.11 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

1.12 "Years of Service" means the twelve consecutive month period beginning on the Executive's date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Executive is an employee of the Company.

ARTICLE 2
LIFETIME BENEFITS

2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Executive's Normal Retirement Age, other than for reason of death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

2.1.1 Amount of Benefit. The benefit under this Section 2.1 is an annual benefit of $74,112 (Seventy-Four Thousand One Hundred Twelve Dollars ) for a period of fifteen (15) years resulting in a total benefit of $1,111,680 (One Million One Hundred Eleven Thousand Six Hundred Eighty Dollars). The Company's Board of Directors, in its sole discretion,

through duly adopted resolution, may increase the annual benefit under this Section.

2.1.2. Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments of $6,176 (Six Thousand One Hundred Seventy Six Dollars) commencing with the month following the later of (a) the Executive's Termination of Employment, or (b) the Executive attaining Normal Retirement Age.

2.2 Early Termination Benefit. Upon Termination of Employment prior to Normal Retirement Age, other than for reasons of Disability, Change of Control or death, the Company shall pay to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is determined by multiplying the Normal Retirement Benefit amount described in
Section 2.1.1 by a fraction (rounded to the nearest hundredth), the numerator of which is the number of Years of Service at the time of the Executive's termination of employment (rounded to one tenth of a year); and the denominator is the number of Years of Service that the Executive would have had if the Executive had remained employed with the Company until the Normal Retirement Age (rounded to one tenth of a year).

2.2.2 Payment of Benefit. The Company shall pay the benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age.

2.3 Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.3.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 180 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4 Change of Control Benefit. Upon Termination of Employment within 12 months subsequent to a Change of Control and prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.

2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive attaining Normal Retirement Age, paying the annual benefit to the Executive for a period of 15 years.

2.4.3 Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company will reduce any benefit under this Agreement by an amount necessary to avoid an excise tax under the excess parachute rules of Section 280G of the Code.

2.5 Early Payout. If the Executive's Termination of Employment occurs prior to Normal retirement Age, he may in a written request to the Company elect to have annual benefit payments commence within 30 days following his Termination of Employment rather than at age 65, provided the election is made 13 months prior to Termination of Employment. If such election occurs the annual benefit amount shall be further reduced per month for each month between Termination of Employment and age 65. Said reduction shall be determined by using the 5-year Treasury Constant Maturity Rate (not to exceed 6% annually) as of the last day of the month prior to Termination of Employment, divided by 12.

ARTICLE 3
DEATH BENEFITS

3.1 Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2.

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

3.1.2 Payment of Benefit. The Company shall pay the benefit to the Executive's beneficiary in 180 equal monthly installments commencing with the month following the Executive's death.

3.2 Death During Payment of a Benefit. If the Executive dies after any benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

3.3 Death After Termination of Employment But Before Payment of a Benefit Commences. If the Executive is entitled to a benefit under Article 2 of this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death, without any reduction for earlier commencement.

ARTICLE 4
BENEFICIARIES

4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and received by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.

ARTICLE 5
GENERAL LIMITATIONS

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive's employment for Cause. Cause shall mean, in the good faith determination of the Company's Board of Directors, the Executive'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, or material breach of any provision of this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. No act, or failure to act, on the Executive's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.

5.2 Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, on any application for any benefits provided by the Company to the Executive, or on any application for insurance that the Company may purchase on the life of Executive.

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

(2) If the Company 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) of the FDIA (12 U.S.C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Company's affairs, the Company'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 Company may in its discretion (i) pay the Executive all or part of the compensation withheld while is contract obligations were suspended, and (ii) reinstate (in whole or in apart) any of its obligations which were suspended.

ARTICLE 6
CLAIMS AND REVIEW PROCEDURE

6.1 Claims Procedure. Any individual ("claimant") who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;

(b) A reference to the specific provisions of this Agreement on which the denial is based;

(c) A description of any additional information or material necessary for the

claimant to perfect the claim and an explanation of why it is needed;
(d) An explanation of this Agreement's review procedures and the time limits applicable to such procedures; and
(e) A statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review.

6.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.

6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial;
(b) A reference to the specific provisions of this Agreement on which the denial is based;
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits; and

(d) A statement of the claimant's right to bring a civil action under ERISA Section 502(a).

ARTICLE 7
AMENDMENTS AND TERMINATION

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

ARTICLE 8
MISCELLANEOUS

8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States of America.

8.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,

encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim.

8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a) Establishing and revising the method of accounting for the Agreement;
(b) Maintaining a record of benefit payments;
(c) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and
(d) Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement.

EXECUTIVE:                                 COMPANY:
                                           Community Bank of Tri-County

/s/ William Pasenelli                      By:  /s/ H. Beaman Smith
--------------------------                    ---------------------------
WILLIAM PASENELLI                          Title:  Secretary/Treasurer

BENEFICIARY DESIGNATION

COMMUNITY BANK OF TRI-COUNTY
SALARY CONTINUATION AGREEMENT

GENERIC EXECUTIVE

I designate the following as beneficiary of any death benefits under this Agreement:

Note:
o Include instructions regarding how you want benefits divided if you are naming more than one Primary or Contingent beneficiary and their share is not equal.
o To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement and the tax identification number.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature ______________________________

GENERIC EXECUTIVE

Date __________________________________

Received by the Company this ______ day of _________________, 2003.

By ____________________________________

Title __________________________________

William Pasenelli

Date of Hire                        April 3, 2000
Normal Retirement Date (Age 65)     May 29, 2023

                        (1)           (2)                      (3)               (4)                (5)             (6)
                                            Years of Service                 Early               Normal           Early
   Year               Age as        ---------------------------------     Retirement           Retirement       Retirement
  Ended                of           At End               At Normal         "Vesting"              Annual       Annual Benefit
December 31:       December 31:     of Year           Retirement Date       Factor               Benefit      as of December 31
------------       ------------     -------           ---------------       ------               -------      -----------------
                                                                            [col 2/col 3]                     [col 4 X col 5]


      2003              45           3.8                  23.2                0.16                74,112             11,858
      2004              46           4.8                  23.2                0.21                74,112             15,564
      2005              47           5.8                  23.2                0.25                74,112             18,528
      2006              48           6.8                  23.2                0.29                74,112             21,492
      2007              49           7.8                  23.2                0.34                74,112             25,198
      2008              50           8.8                  23.2                0.38                74,112             28,163
      2009              51           9.8                  23.2                0.42                74,112             31,127
      2010              52          10.8                  23.2                0.47                74,112             34,833
      2011              53          11.8                  23.2                0.51                74,112             37,797
      2012              54          12.8                  23.2                0.55                74,112             40,762
      2013              55          13.8                  23.2                0.59                74,112             43,726
      2014              56          14.8                  23.2                0.64                74,112             47,432
      2015              57          15.8                  23.2                0.68                74,112             50,396
      2016              58          16.8                  23.2                0.72                74,112             53,361
      2017              59          17.8                  23.2                0.77                74,112             57,066
      2018              60          18.8                  23.2                0.81                74,112             60,031
      2019              61          19.8                  23.2                0.85                74,112             62,995
      2020              62          20.8                  23.2                0.90                74,112             66,701
      2021              63          21.8                  23.2                0.94                74,112             69,665
      2022              64          22.8                  23.2                0.98                74,112             72,630

  May 29, 2023      Normal Ret.     23.2                  23.2                1.00                74,112
                       Date