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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K/A
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from
 to
 Commission File No. 0-18279
 TRI-COUNTY FINANCIAL CORPORATION
 
  Maryland
    
    52-1652138(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)3035 Leonardtown Road, Waldorf, Maryland
    
    20601(Address of principal executive offices)
    
    (Zip Code)
 (301) 645-5601
 None
  Common Stock, par value $0.01 per share
 o þ
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 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 1.
    
    Portions of the Annual Report to Stockholders for the year ended December 31, 2008. (Part
II)2.
    
    Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders. (Part III)




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Explanatory Note
   TABLE OF CONTENTS  PART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-10.4EX-10.20EX-10.21EX-10.22EX-10.23EX-10.24EX-10.25EX-31.1EX-31.2EX-32    Table of Contents




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PART IV
 
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) List of Documents Filed as Part of this Report
 (1) Financial Statements .
       (2) Financial Statement Schedules .
 (3) Exhibits .
 No.
    
    Description3.1
    
    Articles of Incorporation of Tri-County Financial Corporation (1)3.2
    
    Amended and Restated Bylaws of Tri-County Financial Corporation (2)4.1
    
    Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series A,
of Tri-County Financial Corporation (3)4.2
    
    Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3)4.3
    
    Warrant to Purchase 777.00777 Shares of Common Stock of Tri-County Financial Corporation (3)4.4
    
    Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series B,
of Tri-County Financial Corporation (3)4.5
    
    Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series B (3)10.1*
    
    Tri-County Financial Corporation 1995 Stock Option and Incentive Plan, as amended (4)10.2*
    
    Tri-County Financial Corporation 1995 Stock Option Plan for Non-Employee Directors, as amended
(4)10.3*
    
    Employment Agreement with Michael L. Middleton (5)10.4*
    
    Executive Incentive Compensation Plan, as amended and restated10.5*
    
    Retirement Plan for Directors (6)10.6*
    
    Split Dollar Agreement with Michael L. Middleton (4)
 2




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No.
    
    Description10.7*
    
    Split Dollar Agreement with William J. Pasenelli (7)10.8*
    
    Salary Continuation Agreement with Michael L. Middleton, dated September 6, 2003 (8)10.9*
    
    Salary Continuation Agreement with Gregory C. Cockerham dated August 21, 2006 (5)10.10*
    
    Salary Continuation Agreement with William J. Pasenelli dated August 21, 2006 (5)10.11*
    
    Tri-County Financial Corporation 2005 Equity Compensation Plan (9)10.12*
    
    Community Bank of Tri-County Executive Deferred Compensation Plan (6)10.13*
    
    Amended and Restated Employment Agreement by and among Community Bank of Tri-County, William J.
Pasenelli and Tri-County Financial Corporation, as guarantor (10)10.14*
    
    Amended and Restated Employment Agreement by and among Community Bank of Tri-County, Gregory C.
Cockerham and Tri-County Financial Corporation, as guarantor (10)10.15*
    
    Amendment No. 1 to the Tri-County Financial Corporation 2005 Equity Compensation Plan (11)10.16
    
    Letter Agreement and related Securities Purchase Agreement  Standard Terms, dated December 19,
2008, between Tri-County Financial Corporation and United States Department of the Treasury (3)10.17
    
    Form of Waiver executed by each of Michael L. Middleton, Gregory C. Cockerham and William J.
Pasenelli (3)10.18*
    
    Form of Letter Agreement between Tri-County Financial Corporation and each of Michael L.
Middleton, Gregory C. Cockerham and William J. Pasenelli (3)10.19*
    
    First Amendment to the Salary Continuation Agreement, dated September 6, 2003 with Michael L.
Middleton (12)10.20*
    
    First Amendment to the Salary Continuation Agreement dated August 21, 2006 with Gregory Cockerham10.21*
    
    Second Amendment to the Salary Continuation Agreement dated August 21, 2006 with Gregory Cockerham10.22*
    
    First Amendment to the Salary Continuation Agreement dated August 21, 2006 with William Pasenelli10.23*
    
    Second Amendment to the Salary Continuation Agreement dated August 21, 2006 with William J. Pasenelli10.24*
    
    Salary Continuation Agreement between Gregory C. Cockerham and Community Bank of Tri-County
dated September 6, 2003, as amended on December 22, 200810.25*
    
    Salary Continuation Agreement between William J. Pasenelli and Community Bank of Tri-County
dated September 6, 2003, as amended on June 11, 2004 and December 22, 200813
    
    Annual Report to Stockholders for the year ended December 31, 2008 (12)14
    
    Code of Ethics (13)21
    
    Subsidiaries of the Registrant (12)23
    
    Consent of Stegman & Company, Independent Registered Public Accounting Firm (12)31.1
    
    Rule 13a-14a Certification of Chief Executive Officer31.2
    
    Rule 13a-14a Certification of Chief Financial Officer
 3




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No.
    
    Description32
    
    Certification pursuant to 18 U.S.C. Section 1350
 
 *
    
    Management contract or compensatory arrangement.(1)
    
    Incorporated by reference to the Registrants Registration Statement on Form
S-4 (No. 33-31287).(2)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the quarter ended June 30, 2006.(3)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K as
filed with the Securities and Exchange Commission on December 22, 2008.(4)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.(5)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006.(6)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2006.(7)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.(8)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2003.(9)
    
    Incorporated by reference to Appendix A in the definitive proxy statement (File
No. 000-18279) filed with the Securities and Exchange Commission on April 11, 2005.(10)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the quarter ended March 31, 2007.(11)
    
    Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for
the quarter ended September 30, 2007.(12)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2008.(13)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2005.(b)
    
    Exhibits.The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or incorporated by reference
herein.(c)
    
    Financial Statements and Schedules Excluded From Annual Report.There
are no other financial statements and financial statement schedules which were excluded
from this Annual Report pursuant to Rule 14a-3(b)(1) which are required to be included
herein. 4




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SIGNATURES
  TRI-COUNTY FINANCIAL CORPORATIONDate: April 16, 2009
    By:
    /s/ Michael L. MiddletonMichael L. MiddletonPresident and Chief Executive Officer
(Duly Authorized Representative)