TRI-COUNTY FINANCIAL CORPORATION

                                 CODE OF ETHICS
                                       FOR
               SENIOR EXECUTIVES, FINANCIAL OFFICERS AND DIRECTORS


GENERAL PHILOSOPHY

     The  honesty,  integrity  and  sound  judgment  of our  senior  executives,
financial  officers and directors is essential to the  reputation and success of
Tri-County Financial Corporation and Community Bank of Tri-County (collectively,
the "Company").

     This Code of Ethics governs the actions and working relationships of senior
executives,  financial  officers  and  directors of the Company with current and
potential customers,  consumers, fellow employees,  competitors,  government and
self-regulatory organizations,  the media, and anyone else with whom the Company
has contact.  These  relationships are essential to the continued success of the
Company as a financial services provider.

     This Code of Ethics:

     -    Requires  the  highest  standards  for  honest  and  ethical  conduct,
          including  proper and ethical  procedures  for dealing  with actual or
          apparent  conflicts  of interest  between  personal  and  professional
          relationships.

     -    Requires full, fair, accurate, timely and understandable disclosure in
          the  periodic  reports  required  to be  filed  by  the  Company  with
          governmental and regulatory agencies.

     -    Requires compliance with applicable laws, rules and regulations.

     -    Addresses  potential  or apparent  conflicts  of interest and provides
          guidance for senior  executives,  financial  officers and directors to
          communicate those conflicts to the Company.

     -    Addresses  misuse or  misapplication  of the  Company's  property  and
          corporate opportunities.

     -    Requires the highest level of confidentiality  and fair dealing within
          and outside the Company environment.

     -    Requires reporting of any illegal behavior.


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IDENTIFICATION OF SENIOR EXECUTIVES, FINANCIAL OFFICERS AND DIRECTORS

     For  purposes  of this Code of Ethics,  the  Company's  senior  executives,
financial officers and directors shall consist of all officers with the title of
President and  Executive  Vice  President as well as the  Company's  other chief
accounting officers and board of directors.

CONFLICTS OF INTEREST

     A "conflict of interest"  occurs when your private  interest  interferes or
appears to  interfere  in any way with the  interests  of the  Company.  You are
expected to avoid all situations that might lead to a real or apparent  material
conflict between your  self-interest and your duties and  responsibilities  as a
senior executive or financial officer of the Company.  Any position or interest,
financial or otherwise, which could materially conflict with your performance as
a senior  executive or financial  officer of the  Company,  or which  affects or
could reasonably be expected to affect your independence or judgment  concerning
transactions  between the Company,  its  customers,  suppliers or competitors or
otherwise  reflects  negatively on the Company would be considered a conflict of
interest.

CONFIDENTIALITY

     Nonpublic information  regarding the Company or its businesses,  employees,
customers  and  suppliers is  confidential.  As a senior  executive or financial
officer of the Company, you are trusted with confidential  information.  You are
only to use such confidential information for the business purpose intended. You
are not to share  confidential  information  with anyone outside of the Company,
including  family  and  friends,  or with  other  employees  who do not need the
information  to  carry  out  their  duties.  You  may  be  required  to  sign  a
confidentiality  agreement in the course of your employment at the Company.  You
remain under an obligation  to keep all  information  confidential  even if your
employment with the Company ends.

     The following is a non-exclusive list of confidential information:

     (i)  Trade  secrets,  which include any business or technical  information,
          such  as  formula,   program,   method,   technique,   compilation  or
          information that is valuable because it is not generally known.

     (ii) All rights to any invention or process  developed by an employee using
          the Company facilities or trade secret information,  from any work for
          the Company, or relating to the Company's  business,  is considered to
          be  "work-for-hire"  under the United States  copyright laws and shall
          belong to the Company.

     (iii)Proprietary   information   such  as  customer  lists  and  customers'
          confidential information.

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     Public and media communications  involving the Company must be made only by
the Company's Chief Executive Officer and President or his designee.


CORPORATE OPPORTUNITIES

     Using  confidential  information  about  the  Company  or  its  businesses,
directors,  officers, employees,  customers, consumers or suppliers for personal
benefit or disclosing  such  information to others outside your normal duties is
prohibited.

     Title 18 U.S.  Code,  Section  215,  makes it a  criminal  offense  for any
Company employee to corruptly:

     (i)  Solicit for himself or herself or for a third party  anything of value
          from  anyone in  return  for any  business,  service  or  confidential
          information of the Company; or

     (ii) Accept anything of value (other than normal  authorized  compensation)
          from anyone in  connection  with the business of the  Company,  either
          before or after a transaction is discussed or consummated.

     Senior executives, financial officers and directors are prohibited from:

     (i)  Personally  benefiting from  opportunities that are discovered through
          the use of the  property,  contacts,  information  or  position of the
          Company.

     (ii) Accepting  employment or engaging in a business (including  consulting
          or similar  arrangements)  that may conflict with the  performance  of
          your duties or the Company's interest.

     (iii)Soliciting,  demanding,  accepting  or agreeing to accept  anything of
          value  from any person in  conjunction  with the  performance  of your
          employment or duties at the Company.

     (iv) Acting on behalf of the  Company  in any  transaction  in which you or
          your immediate family has a significant  direct or indirect  financial
          or other interest.

     There are  certain  situations  in which you may accept a personal  benefit
from someone with whom you transact business such as:

     (i)  Accepting  a gift in  recognition  of a commonly  recognized  event or
          occasion  (such  as a  promotion,  new  job,  wedding,  retirement  or
          holiday).  An award in recognition of service and  accomplishment  may
          also be accepted  without  violating  these  guidelines so long as the
          gift does not  exceed  $150 from any

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          one  individual in any calendar  year. Any gift in excess of $150 must
          be reported to the President and Chief Executive Officer.


     (ii) Accepting  something  of  value if the  benefit  is  available  to the
          general  public under the same  conditions on which it is available to
          you.

     (iii)Accepting meals, refreshments,  travel arrangements and accommodations
          and  entertainment  of reasonable  value in the course of a meeting or
          other occasion to conduct business or foster business relations if the
          expense would be  reimbursed  by the Company as a business  expense if
          the other party did not pay for it.

INSIDER TRADING

     It is  both  unethical  and  illegal  to  buy,  sell,  trade  or  otherwise
participate  in  transactions  involving  the  Company's  common  stock or other
security while in possession of material information concerning the Company that
has not been released to the general public, but which when released may have an
impact  on the  market  price of the  Company's  common  stock  or other  equity
security.  It is also  unethical  and illegal to buy,  sell,  trade or otherwise
participate in transactions  involving the common stock or other security of any
other company while in possession  of similar  non-public  material  information
concerning such company. Any questions concerning the propriety of participating
in a Company or other  company  stock or other  security  transaction  should be
directed to the Chief Financial Officer.

EXTENSIONS OF CREDIT

     The  Company  may extend  credit to any  officer,  director,  or  principal
shareholder  or employee of the Company  only in  compliance  with  Maryland and
federal law and regulations and the Company's policies with respect thereto,  if
any.

OUTSIDE BUSINESS RELATIONSHIPS

     Senior executives, financial officers and directors should disclose all new
directorships  or potential  directorships  to the President and Chief Executive
Officer in order to avoid any  conflicts  of  interest.  Senior  executives  and
financial   officers  of  the  Company  are  prohibited   from  holding  outside
employment.

     The  Company  encourages  civic,  charitable,   educational  and  political
activities as long as they do not interfere with the  performance of your duties
at the Company.

FAIR DEALING

     Each senior  executive,  financial officer and director should undertake to
deal fairly with the Company's customers, suppliers,  competitors and employees.
Additionally,  no one

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should take advantage of another  through  manipulation,  concealment,  abuse of
privileged  information,  misrepresentation  of  material  facts,  or any  other
unfair-dealing practices.

     Senior executives,  financial officers and directors must disclose prior to
or at their time of hire the existence of any employment agreement,  non-compete
or non-solicitation  agreement,  confidentiality  agreement or similar agreement
with a  former  employer  that  would  in  any  way  restrict  or  prohibit  the
performance  of any  duties  or  responsibilities  of their  positions  with the
Company.  Copies of such  agreements  should be provided to the human  resources
personnel  to permit  evaluation  of the  agreement  in light of the  employee's
position.  In no event  shall an  employee  use any trade  secrets,  proprietary
information  or other  similar  property,  acquired  in the course of his or her
employment with another employer, in the performance if his or her duties for or
on behalf of the Company.

     Senior executives,  financial officers and directors should not directly or
indirectly accept bequests under a will or trust if such bequests have been made
to them because of their employment with the Company.


PROTECTION AND PROPER USE OF COMPANY PROPERTY

     All senior executives,  financial officers,  directors and employees should
protect the Company's  property and assets and ensure their efficient and proper
use.   Theft,   carelessness   and  waste  can  directly  impact  the  Company's
profitability,   reputation  and  success.   Permitting  the  Company   property
(including data transmitted or stored  electronically and computer resources) to
be damaged,  lost,  or used in an  unauthorized  manner is strictly  prohibited.
Senior executives,  financial officers and directors may not use corporate, bank
or other official stationary for personal purposes.


COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     This Code of Ethics is based on the  Company's  policy that all  directors,
officers and employees  comply with the law.  While the law prescribes a minimum
standard of conduct, this Code of Ethics requires conduct that often exceeds the
legal standard.

PREPARATION OF PERIODIC REPORTS FILED WITH GOVERNMENTAL AND REGULATORY AGENCIES

     Particular  care is required in the  preparation  of the Company's  filings
("Securities  Reports") with the Securities and Exchange  Commission (the "SEC")
pursuant to the Securities  Exchange Act of 1934, as amended,  and the rules and
regulations of the Securities and Exchange Commission thereunder  (collectively,
the  "Securities  Laws"),  as well as the Company's  filings and  communications
(collectively,  "Regulatory  Reports") with federal and Maryland bank regulatory
authorities. It is essential that the Company's Securities Reports contain full,
fair, accurate,  timely and understandable  disclosure and otherwise comply with
the letter and spirit of the  Securities  Laws for the protection of the Company
and its

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stockholders  and to engender public  confidence in the information  provided by
the Company in its  Securities  Reports.  Similarly,  it is  essential  that the
Company's   Regulatory  Reports  contain  full,  fair,   accurate,   timely  and
understandable  disclosure  and  otherwise  comply with the letter and spirit of
applicable  federal and state  banking laws and  regulations  ("Banking  Laws").
Accordingly,  the senior  executives,  financial  officers and  directors of the
Company  must use their best  efforts to ensure  that the  Company's  Securities
Reports and  Regulatory  Reports  and other  public  communications  made by the
Company contain full, fair, accurate,  timely and understandable  disclosure and
that the Company at all times complies in all material  respects with the letter
and spirit of the Securities Laws and the Banking Laws.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR AND VIOATIONS OF THIS CODE OF ETHICS

     All senior  executives,  financial  officers and  directors are expected to
demonstrate the ability to properly manage their personal finances, particularly
the prudent use of credit.  The Company  recognizes that its customers must have
faith and  confidence  in the honesty and  character  of its senior  executives,
financial  officers and directors.  In addition to the importance of maintaining
customer confidence, there are specific laws that outline the action the Company
must take regarding any known, or suspected,  crime involving the affairs of the
Company.  With respect to bank personnel  covered by this policy,  the bank will
file a Suspicious Activity Report in the case of any known, or suspected, theft,
embezzlement,   check/debit  card  fraud,   kiting,   misapplication   or  other
defalcation involving bank funds.

     Fraud  is  an  element  of  business  that  can  significantly  affect  the
reputation  and  success  of  the  Company.  The  Company  requires  its  senior
executives,  financial  officers and  directors to report  directly to the Audit
Committee of the Board of Directors and discuss any known or suspected  criminal
activity  involving  the  Company  or its  employees.  If,  during the course of
employment,  you become aware of any suspicious  activity or behavior  including
concerns regarding questionable  accounting or auditing matters, you must report
violations  of laws,  rules,  regulations  or this  Code of  Ethics to the Audit
Committee of the Board of Directors. Reporting the activity will not subject you
to discipline absent a knowingly false report.

ADMINISTRATION AND WAIVER OF CODE OF ETHICS

     This Code of Ethics shall be  administered  and  monitored by the Company's
Chief  Financial  Officer  who will report  such  matters  directly to the Audit
Committee of the Board of Directors.  Any questions and further  information  on
this Code of Ethics should be directed to this individual.

     It is also the  responsibility  of the Chief Financial  Officer to annually
reaffirm compliance with the Code of Ethics by all senior executives,  financial
officers  and  directors,  and to obtain a signed  certificate  that each senior
executive,   financial  officer  and  director  has  read  and  understands  the
guidelines and will comply with them. Senior executives,  financial officers and
directors will be required to sign a receipt form indicating they have read this
Code of Ethics and will comply with its provisions.

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<PAGE>

     Senior  executives,  financial  officers  and  directors of the Company are
expected to follow this Code of Ethics at all times. Generally,  there should be
no waivers to this Code of Ethics.  However, in rare circumstances conflicts may
arise that  necessitate  waivers.  Waivers will be determined on a  case-by-case
basis by the Audit  Committee of the Board of Directors.  The Audit Committee of
the Board of Directors shall have the sole and absolute discretionary  authority
to approve any deviation or waiver from this Code of Ethics.  Any waiver and the
grounds for such waiver by  directors or  executive  officers  shall be promptly
disclosed to stockholders in a Current Report on Form 8-K.

     Known or suspected  violations of this Code of Ethics will be  investigated
and may result in disciplinary action up to and including immediate  termination
of employment.

     The Company will provide to any person without charge, upon request, a copy
of this Code of Ethics.  Such  request  should be made,  in writing,  to:  Chief
Financial  Officer,  Tri-County  Financial  Corporation,  3035 Leonardtown Road,
Waldorf, Maryland 20601.



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ACKNOWLEDGEMENT


I have received,  read and understand the "Tri-County Financial Corporation Code
of Ethics for senior executives, financial officers and directors".

I agree to adhere to its terms, requirements and specified procedures.



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Signature                                     Witness


Date:

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