**Exhibit3****AMENDED AND RESTATED BYLAWS****OF****TRI-COUNTY FINANCIAL CORPORATION****ARTICLE I****Home Office**The home office of Tri-County Financial Corporation (herein the “Corporation”) shall be at Route 5 in Waldorf.**ARTICLE II****Stockholders**          SECTION 1. Place of Meetings. All annual and special meetings of stockholders shallbe held at the home office of the Corporation or at such other place within or without the State inwhich the home office of the Corporation is located as the board of directors may determine and asdesignated in the notice of such meeting.          SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation for theelection of directors and for the transaction of any other business of the Corporation shall beheld annually at such date and time as the board of directors may determine.          SECTION 3. Special Meetings. Special meetings of the stockholders for any purpose orpurposes may be called at any time by the majority of the board of directors or by a committee ofthe board of directors in accordance with the provisions of the Corporation’s Articles ofIncorporation or a special meeting may be called by the Secretary of the Corporation upon thewritten request of the holders of not less than 25% of all votes entitled to be cast at themeeting. Such written request shall state the purpose or purposes of the meeting and the mattersproposed to be acted on at the meeting and shall be delivered at the home office of the Corporationaddressed to the chairman of the board, the president or the secretary. The secretary shall informthe stockholders who make the request of the reasonably estimated cost of preparing and mailing anotice of the meeting and upon payment of these costs to the Corporation, the secretary shall thennotify each stockholder entitled to notice of the meeting.          SECTION 4. Conduct of Meetings. Annual and special meetings shall be conducted inaccordance with the rules and procedures established by the board of directors. The board ofdirectors shall designate, when present, either the chairman of the board or president to presideat such meetings.          SECTION 5. Notice of Meeting. Written notice stating the place, day and hour of themeeting and the purpose or purposes for which the meeting is called shall be mailed by thesecretary or the officer performing his duties, not less than ten days nor more than ninety daysbefore the meeting to each stockholder of record entitled to vote at such meeting and to each otherstockholder entitled to notice of the meeting. If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, addressed to the stockholder at his address asit appears on the stock transfer books or records of the Corporation as of the record dateprescribed in Section 6 of this Article II, with postage thereon prepaid. If a stockholder bepresent at a meeting, or in writing waives notice thereof before or after the meeting and suchwaiver is filed with the records of the stockholders meeting, notice of the meeting to suchstockholder shall be unnecessary. When any stockholders’ meeting, either annual or special, isadjourned for thirty days, notice of the adjourned meeting shall be given as in the case of anoriginal meeting. It shall not be necessary to give any notice of the time and place of anymeeting adjourned for less than thirty days or of the business to be transacted at such adjournedmeeting, other than an announcement at the meeting at which such adjournment is taken.          SECTION 6. Fixing of Record Date. For the purpose of determining stockholdersentitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, orstockholders entitled to receive payment of any dividend, or in order to make a determination ofstockholders for any other proper purpose, the board of
 

 
directors shall fix in advance a date as the record date for any such determination ofstockholders. Such date in any case shall be not more than ninety days, and in case of a meetingof stockholders, not less than ten days prior to the date on which the particular action, requiringsuch determination of stockholders is to be taken. When a determination of stockholders entitledto vote at any meeting of stockholders has been made as provided in this section, suchdetermination shall apply to any adjournment thereof.          SECTION 7. Voting Lists. The officer or agent having charge of the stock transferbooks for shares of the Corporation shall make, at least ten days before each meeting ofstockholders, a complete record of the stockholders entitled to vote at such meeting or anyadjournment thereof, arranged in alphabetical order, with the address of and the number of sharesheld by each. The record, for a period of ten days before such meeting, shall be kept on file atthe principal office of the Corporation.          SECTION 8. Quorum. A majority of the outstanding shares of the Corporation entitledto vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.If less than a majority of the outstanding shares are represented at a meeting, a majority of theshares so represented may adjourn the meeting from time to time without further notice. At suchadjourned meeting at which a quorum shall be present or represented, any business may be transactedwhich might have been transacted at the meeting as originally notified. The stockholders presentat a duly organized meeting may continue to transact business until adjournment, notwithstandingthe withdrawal of enough stockholders to leave less than a quorum.          SECTION 9. Proxies. At all meetings of stockholders, a stockholder may vote by proxyexecuted in writing by the stockholder or by his duly authorized attorney in fact. Proxiessolicited on behalf of the management shall be voted as directed by the stockholder or, in theabsence of such direction, as determined by a majority of the board of directors. No proxy shallbe valid after eleven months from the date of its execution unless otherwise provided in the proxy.          SECTION 10. Voting. At each election for directors every stockholder entitled tovote at such election shall be entitled to one vote for each share of stock held by him. Unlessotherwise provided in the Articles of Incorporation, by statute, or by these Bylaws, a majority ofthose votes cast by stockholders at a lawful meeting shall be sufficient to pass on a transactionor matter.          SECTION 11. Voting of Shares in the Name of Two or More Persons. When ownership ofstock stands in the name of two or more persons, in the absence of written directions to theCorporation to the contrary, at any meeting of the stockholders of the Corporation any one or moreof such stockholders may cast, in person or by proxy, all votes to which such ownership isentitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by theseveral persons in whose name shares of stock stand, the vote or votes to which these persons areentitled shall be cast as directed by a majority of those holding such stock and present in personor by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.          SECTION 12. Voting of Shares by Certain Holders. Shares standing in the name ofanother corporation may be voted by any officer, agent or proxy as the bylaws of such corporationmay provide, or, in the absence of such provision, as the board of directors of such corporationmay determine. Shares held by an administrator, executor, guardian or conservator may be voted byhim, either in person or by proxy, without a transfer of such shares into his name. Sharesstanding in the name of a trustee may be voted by him, either in person or by proxy, but no trusteeshall be entitled to vote shares held by him without a transfer of such shares into his name.Shares standing in the name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without the transfer thereof into hisname if authority to do so is contained in an appropriate order of the court or other publicauthority by which such receiver was appointed.          A stockholder whose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee and thereafter the pledgee shall be entitled tovote the shares so transferred.          Neither treasury shares of its own stock held by the Corporation, nor shares held by anothercorporation, if a majority of the shares entitled to vote for the election of directors of suchother corporation are held by the Corporation, shall be voted at any meeting or counted indetermining the total number of outstanding shares at any given time for purposes of any meeting.
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          SECTION 13. Inspectors of Election. In advance of any meeting of stockholders, theboard of directors may appoint any persons, other than nominees for office, as inspectors ofelection to act at such meeting or any adjournment thereof. The number of inspectors shall beeither one or three. If the board of directors so appoints either one or three inspectors, thatappointment shall not be altered at the meeting. If inspectors of election are not so appointed,the chairman of the board or the president may make such appointment at the meeting. In case anyperson appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filledby appointment by the board of directors in advance of the meeting or at the meeting by thechairman of the board or the president.          Unless otherwise prescribed by applicable law, the duties of such inspectors shall include:determining the number of shares of stock and the voting power of each share, the shares of stockrepresented at the meeting, the existence of a quorum, the authenticity, validity and effect ofproxies; receiving votes, ballots or consents; hearing and determining all challenges and questionsin any way arising in connection with the right to vote; counting and tabulating all votes orconsents; determining the result; and such acts as may be proper to conduct the election or votewith fairness to all stockholders.          SECTION 14. Nominating Committee. The board of directors shall act as a nominatingcommittee for selecting the management nominees for election as directors. Except in the case of anominee substituted as a result of the death or other incapacity of a management nominee, thenominating committee shall deliver written nominations to the secretary at least twenty days priorto the date of the annual meeting. Provided such committee makes such nominations, no nominationsfor directors except those made by the nominating committee shall be voted upon at the annualmeeting unless other nominations by stockholders are made in writing and delivered to the secretaryof the Corporation in accordance with the provisions of the Corporation’s Articles ofIncorporation.          SECTION 15. New Business. Any new business to be taken up at the annual meetingshall be stated in writing and filed with the secretary of the Corporation in accordance with theprovisions of the Corporation’s Articles of Incorporation. This provision shall not prevent theconsideration and approval or disapproval at the annual meeting of reports of officers, directorsand committees, but in connection with such reports no new business shall be acted upon at suchannual meeting unless stated and filed as provided in the Corporation’s Articles of Incorporation.**ARTICLE III****Board of Directors**          SECTION 1. General Powers. The business and affairs of the Corporation shall beunder the direction of its board of directors. The board of directors shall annually elect achairman of the board and a president from among its members and shall designate, when present,either the chairman of the board or the president to preside at its meetings.          SECTION 2. Number, Term and Election. The board of directors shall consist of nine(9) members and shall be divided into three classes as nearly equal in number as possible. Themembers of each class shall be elected for a term of three years and until their successors areelected or qualified. The board of directors shall be classified in accordance with the provisionsof the Corporation’s Articles of Incorporation.          SECTION 3. Regular Meetings. A regular meeting of the board of directors shall beheld without other notice than this Bylaw within two weeks after the annual meeting ofstockholders. The board of directors may provide, by resolution, the time and place for theholding of additional regular meetings without other notice than such resolution.          SECTION 4. Special Meetings. Special meetings of the board of directors may becalled by or at the request of the chairman of the board or the president, or a majority of thedirectors. The persons authorized to call special meetings of the board of directors may fix anyplace as the place for holding any special meeting of the board of directors called by suchpersons.
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          Members of the board of directors may participate in special meetings by means of conferencetelephone or similar communications equipment by which all persons participating in the meeting canhear each other. Such participation shall constitute presence in person.          SECTION 5. Notice. Written notice of any special meeting shall be given to eachdirector at least two days previous thereto delivered personally or by telegram or at least sevendays previous thereto delivered by mail at the address at which the director is most likely to bereached. Such notice shall be deemed to be delivered when deposited in the United States mail soaddressed, with postage thereon prepaid if mailed or when delivered to the telegraph company ifsent by telegram. Any director may waive notice of any meeting by a writing filed with thesecretary. The attendance of a director at a meeting shall constitute a waiver of notice of suchmeeting, except where a director attends a meeting for the express purpose of objecting to thetransaction of any business because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any meeting of the board of directors need bespecified in the notice or waiver of notice of such meeting.          SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of thisArticle III shall constitute a quorum for the transaction of business at any meeting of the boardof directors, but if less than such majority is present at a meeting, a majority of the directorspresent may adjourn the meeting from time to time. Notice of any adjourned meeting shall be givenin the same manner as prescribed by Section 5 of this Article III.          SECTION 7. Manner of Acting. The act of the majority of the directors present at ameeting at which a quorum is present shall be the act of the board of directors, unless a greaternumber is prescribed by these Bylaws, the Articles of Incorporation, or the General Laws of theState of Maryland.          SECTION 8. Action Without a Meeting. Any action required or permitted to be taken bythe board of directors at a meeting may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the directors and filed with the minutes ofthe proceedings of the board.          SECTION 9. Resignation. Any director may resign at any time by sending a writtennotice of such resignation to the home office of the Corporation addressed to the chairman of theboard or the president. Unless otherwise specified herein such resignation shall take effect uponreceipt thereof by the chairman of the board or the president.          SECTION 10. Vacancies. Any vacancy occurring in the board of directors shall befilled in accordance with the provisions of the Corporation’s Articles of Incorporation. Anydirectorship to be filled by reason of an increase in the number of directors may be filled by theaffirmative vote of two-thirds of the directors then in office. The term of such director shall bein accordance with the provisions of the Corporation’s Articles of Incorporation.          SECTION 11. Removal of Directors. Any director or the entire board of directors maybe removed only in accordance with the provisions of the Corporation’s Articles of Incorporation.          SECTION 12. Compensation. Directors, as such, may receive a stated salary for theirservices. By resolution of the board of directors, a reasonable fixed sum, and reasonable expensesof attendance, if any, may be allowed for actual attendance at each regular or special meeting ofthe board of directors. Members of either standing or special committees may be allowed suchcompensation for actual attendance at committee meetings as the board of directors may determine.Nothing herein shall be construed to preclude any director from serving the Corporation in anyother capacity and receiving remuneration therefor.          SECTION 13. Presumption of Assent. A director of the Corporation who is present at ameeting of the board of directors at which action on any corporate matter is taken shall bepresumed to have assented to the action taken unless his dissent or abstention shall be entered inthe minutes of the meeting or unless he shall file his written dissent to such action with theperson acting as the secretary of the meeting before the adjournment thereof or shall forward suchdissent by registered mail to the secretary of the Corporation immediately after the adjournment ofthe meeting. Such right to dissent shall not apply to a director who votes in favor of suchaction.          SECTION 14. Advisory Directors. The board of directors may by resolution appointadvisory directors to the board, who may also serve as directors emeriti, and shall have suchauthority and receive such compensation and
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reimbursement as the board of directors shall provide. Advisory directors or directors emeritishall not have the authority to participate by vote in the transaction of business.          SECTION 15. Age Limitation. No person (other than a director who was seventy-two(72) or more years of age on the effective date of this Article III, Section 15) shall be eligiblefor election, reelection, appointment, or reappointment to the board of directors if such person isseventy-two (72) or more years of age. No director (other than a director who was seventy-two (72)or more years of age on the effective date of this Article III, Section 15) shall serve beyond theannual meeting of the Corporation immediately following his attainment of age seventy-two (72). Noperson shall serve as a director immediately following the attainment of age seventy-five (75).The foregoing limitations shall not apply to a person serving as an advisory director of theCorporation.          SECTION 16. Qualifications. A person is not qualified to serve as a director if he orshe: (1) is under indictment for, or has ever been convicted of, a criminal offense involvingdishonesty or breach of trust and the penalty for such offense could be imprisonment for more thanone year, (2) is a person against who a banking agency has issued a cease and desist order forconduct involving dishonesty or breach of trust and that order is final and not subject to appeal,(3) has been found either by a regulatory agency whose decision is final and not subject to appealor by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed awillful violation of any law, rule or regulation governing banking, securities, commodities orinsurance, or any final cease and desist order issued by a banking, securities, commodities orinsurance regulatory agency or (4) unless such person has been, for a period of at least one yearimmediately before his or her nomination or appointment, a legal resident of the State of Maryland.**ARTICLE IV****Committees of the Board of Directors**          The board of directors may, by resolution passed by a majority of the whole board, designateone or more committees, as they may determine to be necessary or appropriate for the conduct of thebusiness of the Corporation, and may prescribe the duties, constitution and procedures thereof.Each committee shall consist of one or more directors of the Corporation. The board may designateone or more directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee.          The board of directors shall have power, by the affirmative vote of a majority of theauthorized number of directors, at any time to change the members of, to fill vacancies in, and todischarge any committee of the board. Any member of any such committee may resign at any time bygiving notice to the Corporation; provided, however, that notice to the board, the chairman of theboard, the chief executive officer, the chairman of such committee, or the secretary shall bedeemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt ofsuch notice or at any later time specified therein; and, unless otherwise specified therein,acceptance of such resignation shall not be necessary to make it effective. Any member of any suchcommittee may be removed at any time, either with or without cause, by the affirmative vote of amajority of the authorized number of directors at any meeting of the board called for that purpose.**ARTICLE V****Officers**          SECTION 1. Positions. The officers of the Corporation shall be a chairman, apresident, one or more vice presidents, a secretary and a treasurer, each of whom shall be electedby the board of directors. The chairman shall be the chief executive officer, unless the board ofdirectors designates another person as the chief executive officer. The offices of the secretaryand treasurer may be held by the same person and a vice president may also be either the secretaryor the treasurer. The board of directors may designate one or more vice presidents as executivevice president or senior vice president. The board of directors may also elect or authorize theappointment of such other officers as the business of the Corporation may require. The officersshall have such authority and perform such duties as the board of directors may from time to timeauthorize or determine. In the absence of action by the board of directors, the officers shallhave such powers and duties as generally pertain to their respective offices.
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          SECTION 2. Election and Term of Office. The officers of the Corporation shall beelected annually by the board of directors at the first meeting of the board of directors heldafter each annual meeting of the shareholders. If the election of officers is not held at suchmeeting, such election shall be held as soon thereafter as possible. Each officer shall holdoffice until his successor shall have been duly elected and qualified or until his death or untilhe shall resign or shall have been removed in the manner hereinafter provided. Election orappointment of an officer, employee or agent shall not of itself create contract rights. The boardof directors may authorize the Corporation to enter into an employment contract with any officer inaccordance with state law; but no such contract shall impair the right of the board of directors toremove any officer at any time in accordance with Section 3 of this Article V.          SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the board ofdirectors whenever, in its judgment, the best interests of the Corporation will be served thereby,but such removal, other than for cause, shall be without prejudice to the contract rights, if any,of the person so removed.          SECTION 4. Vacancies. A vacancy in any office because of death, resignation,removal, disqualification or otherwise, may be filled by the board of directors for the unexpiredportion of the term.          SECTION 5. Remuneration. The remuneration of the officers shall be fixed from timeto time by the board of directors and no officer shall be prevented from receiving such salary byreason of the fact that he is also a director of the Corporation.**ARTICLE VI****Contracts, Loans, Checks and Deposits**          SECTION 1. Contracts. To the extent permitted by applicable law, and except asotherwise prescribed by the Corporation’s Articles of Incorporation or these Bylaws with respect tocertificates for shares, the board of directors may authorize any officer, employee, or agent ofthe Corporation to enter into any contract or execute and deliver any instrument in the name of andon behalf of the Corporation. Such authority may be general or confined to specific instances.          SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and noevidence of indebtedness shall be issued in its name unless authorized by the board of directors.Such authority may be general or confined to specific instances.          SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the paymentof money, notes or other evidences of indebtedness issued in the name of the Corporation shall besigned by one or more officers, employees or agents of the Corporation in such manner as shall fromtime to time be determined by resolution of the board of directors.          SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall bedeposited from time to time to the credit of the Corporation in any of its duly authorizeddepositories as the board of directors may select.**ARTICLE VII****Certificates for Shares and Their Transfer**          SECTION 1. Certificates for Shares. The shares of the Corporation shall berepresented by certificates signed by the chairman or vice chairman of the board of directors or bythe president or a vice president and by the treasurer or an assistant treasurer or by thesecretary or an assistant secretary of the Corporation, and may be sealed with the seal of theCorporation or a facsimile thereof. Any or all of the signatures upon a certificate may befacsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar,other than the Corporation itself or an employee of the Corporation. If any officer who has signedor whose facsimile signature has been placed upon such certificate shall have ceased to be suchofficer before the certificate is issued, it may be issued by the Corporation with the same effectas if he were such officer at the date of its issue.
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          SECTION 2. Form of Share Certificates. All certificates representing shares issuedby the Corporation shall set forth upon the face or back that the Corporation will furnish to anystockholder upon request and without charge a full statement of the designations, preferences,limitations, and relative rights of the shares of each class authorized to be issued, thevariations in the relative rights and preferences between the shares of each such series so far asthe same have been fixed and determined, and the authority of the board of directors to fix anddetermine the relative rights and preferences of subsequent series.          Each certificate representing shares shall state upon the face thereof: that the Corporationis organized under the laws of the State of Maryland; the name of the person to whom issued; thenumber and class of shares; the date of issue; the designation of the series, if any, which suchcertificate represents; the par value of each share represented by such certificate, or a statementthat the shares are without par value. Other matters in regard to the form of the certificatesshall be determined by the board of directors.          SECTION 3. Payment for Shares. No certificate shall be issued for any shares untilsuch share is fully paid.          SECTION 4. Form of Payment for Shares. The consideration for the issuance of sharesshall be paid in accordance with the provisions of the Corporation’s Articles of Incorporation.          SECTION 5. Transfer of Shares. Transfer of shares of capital stock of theCorporation shall be made only on its stock transfer books. Authority for such transfer shall begiven only by the holder of record thereof or by his legal representative, who shall furnish properevidence of such authority, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Corporation. Such transfer shall be made only on surrender forcancellation of the certificate for such shares. The person in whose name shares of capital stockstand on the books of the Corporation shall be deemed by the Corporation to be the owner thereoffor all purposes.          SECTION 6. Stock Ledger. The stock ledger of the Corporation shall be the onlyevidence as to who are the stockholders entitled to examine the stock ledger, the list required bySection 7 of Article II or the books of the Corporation, or to vote in person or by proxy at anymeeting of stockholders.          SECTION 7. Lost Certificates. The board of directors may direct a new certificate tobe issued in place of any certificate theretofore issued by the Corporation alleged to have beenlost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming thecertificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a newcertificate, the board of directors may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legalrepresentative, to give the Corporation a bond in such sum as it may direct as indemnity againstany claim that may be made against the Corporation with respect to the certificate alleged to havebeen lost, stolen, or destroyed.          SECTION 8. Beneficial Owners. The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares to receive dividends,and to vote as such owner, and shall not be bound to recognize any equitable or other claim to orinterest in such shares on the part of any other person, whether or not the Corporation shall haveexpress or other notice thereof, except as otherwise provided by law.**ARTICLE VIII****Fiscal Year; Annual Audit**          The fiscal year of the Corporation shall end on the 31st day of December of each year. TheCorporation shall be subject to an annual audit as of the end of its fiscal year by independentpublic accountants appointed by and responsible to the board of directors.
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**ARTICLE IX****Dividends**          Subject to the provisions of the Articles of Incorporation and applicable law, the board ofdirectors may, at any regular or special meeting, declare dividends on the Corporation’soutstanding capital stock. Dividends may be paid in cash, in property or in the Corporation’s ownstock.**ARTICLE X****Corporate Seal**          The corporate seal of the Corporation shall be in such form as the board of directors shallprescribe.**ARTICLE XI****Amendments**          In accordance with the Corporation’s Articles of Incorporation, these Bylaws may be repealed,altered, amended or rescinded by the stockholders of the Corporation only by vote of not less than80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in theelection of directors (considered for this purpose as one class) cast at a meeting of thestockholders called for that purpose (provided that notice of such proposed repeal, alteration,amendment or rescission is included in the notice of such meeting). In addition, the board ofdirectors may repeal, alter, amend or rescind these Bylaws by vote of two-thirds of the board ofdirectors at a legal meeting held in accordance with the provisions of these Bylaws.As amended and restated on July 21, 2006.
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