COMMUNITY BANK OF TRI-COUNTY

                             SPLIT DOLLAR AGREEMENT

     THIS AGREEMENT,  made and entered into this 12th day of April, 2001, by and
between COMMUNITY BANK OF TRI-COUNTY,  a corporation chartered under the laws of
The  State of  Maryland  and the  principal  office of which is  located  in the
Waldorf,  Maryland (hereinafter called the "Employer") and William J. Pasenelli,
an individual residing in Maryland (hereinafter called the "Employee").

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

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

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

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

                                    ARTICLE I
                                   DEFINITIONS

     1.01  "Assignment"  shall refer to the collateral  assignment of the Policy
that the  Employee  will grant to the  Employer and that will be evidenced by an
instrument of assignment filed with the Insurer.  The form of such instrument of
assignment is attached as Schedule B hereto.

     1.02 "Change of Control"  shall refer to the  acquisition of the beneficial
           -----------------
ownership  (as that  term is  defined  in Rule  13d-3 of the  General  Rules and
Regulations  under the  Securities  Exchange Act of 1934) of 25 % or more of the
voting  securities  of the  Employer  (or of any bank  holding  company  for the
Employer) by any person or by persons acting as a "group" (within the meaning of
Section  13(d) of the  Securities  Exchange  Act of 1934).  For purposes of this
subparagraph  only, the term "person"  refers to an individual or a corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.

     1.03 "Disability"  shall refer to that medically  determinable  physical or
           ---------
mental impairment that disables or incapacitates the Employee to the extent that
he is unable to perform his duties of  employment,  as stated in his  Employment
Agreement with the Employees and that establishes the Employee's  eligibility to
receive disability benefits under his Employment Agreement.

                                      -1-
<PAGE>

     1.04  "Insurer"  shall  refer to any  insurance  company  that has issued a
            -------
policy.

     1.05  "Normal  Retirement"  shall  refer to an  Employee's  termination  of
            ------------------
service  with  the  Employer  on or after  the  Employee's  sixty-second  (62nd)
birthday for reasons  other than death,  Disability  Termination  for Cause,  or
Change of Control.

     1.06  "Policy"  shall refer to the insurance  policy or policies  listed on
            ------
Schedule A attached hereto.

     1.07 "Recovery Amount" shall mean the total amount of the Employer's share,
           ---------------
as set forth in Section 2.03(A), of the premiums paid by the Employer toward the
Policy,  except  that,  (i) in the context of the  Employee's  death while still
owning  the  Policy,  the  Recovery  Amount  shall  mean the amount to which the
Employer is entitled  under Section  3.02(B),  and (ii) in the context either of
the Employee's Termination for Cause or of the Employer's exercise of its rights
pursuant to Section 3.02 to receive the  Recovery  Amount from the cash value of
the Policy,  the  Recovery  Amount  shall mean the lesser of (a) the  Employer's
share of the premiums paid toward the Policy and (b) the cash surrender value of
the Policy as of the applicable determination date.

     1.08 "Termination for Cause" shall mean:
           ---------------------

          (A)  the Employer's termination of the Employee as a result of (1) the
               Employee's conviction of, or plea of nolo contendere to, a felony
               or crime involving moral turpitude;  (2) the Employee's  personal
               dishonesty,   incompetence,   willful  misconduct,  breach  of  a
               fiduciary duty involving personal profit,  intentional failure to
               perform stated duties,  or willful violation of any law, rule, or
               regulation (other than traffic violations or similar offenses) or
               final  cease-and-desist  order;  or (3) the  Employee's  material
               breach of any  provision  of his  Employment  Agreement  with the
               Employer; or

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


                                   ARTICLE II
                          GENERAL TERMS AND CONDITIONS

     2.01  Application for Insurance.  The Employee will apply to the Insurer(s)
           -------------------------
for a Whole Life  Policy or  Policies  on his life in the face  amount  totaling
$1,000,000  and will do  everything  necessary to cause the Policy to be issued.
When the Policy is issued, the policy number,  face amount and plan of insurance
will be recorded  and  attached to this  Agreement,  and the Policy will then be
subject to the terms of this Agreement.

     2.02 Ownership of Policy. The Employee shall be the owner of the Policy and
          -------------------
may  exercise  all rights of  ownership  with  respect  to the Policy  except as
otherwise  provided in this Agreement and in the Assignment.  The Employee shall
have the right to name or change the beneficiary or beneficiaries

                                      -2-
<PAGE>

of the Policy. The Employee shall have the right to borrow against the Policy up
to the maximum  loan value of the Policy,  reduced by the Recovery  Amount,  but
shall not  otherwise  have the right to borrow  against the Policy except as set
forth in Section 5.02 of this  Agreement.  The Employer shall not borrow against
the  Policy  without  the prior  written  consent  of the  Employee.  While this
Agreement is in force and effect, the Employee shall not sell, assign, transfer,
exchange or surrender or otherwise  terminate the Policy  without the Employer's
written consent. The Employee may, however,  cause the surrender and termination
of the  Policy  at any  time  by  providing  notice  of the  termination  of the
Agreement to the Employer pursuant to Section 5.01.

     2.03 Payment of Premiums.  Subject to Section 3.01,  the Employer shall pay
          -------------------
the  premiums  on the Policy  during  the  Employee's  term of service  with the
Employer and for any period thereafter for which the Employer has the obligation
to pay  premiums  under  the  terms  of this  Agreement.  Each  premium  will be
allocated between the Employee and the Employer as follows:

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

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

     2.04  Employee's   Obligation  to  Employer.   The  Recovery  Amount  shall
           -------------------------------------
constitute  indebtedness  of the  Employee to the  Employer.  Repayment  of such
indebtedness  shall  be made in  accordance  with  Section  3.02 or 5.02 of this
Agreement.

     2.05  Assignment  of Policy.  The Employee  shall  collaterally  assign the
           ---------------------
Policy to the Employer as security for repayment of the Recovery  Amount through
execution  of the  form  of  Assignment  attached  as  Schedule  B  hereto.  The
Assignment may not be terminated, altered or changed without the written consent
of the Employer, but will terminate automatically upon the Employer's receipt of
the Recovery  Amount  pursuant to Section 3.02 or the Employee's  payment of the
Recovery Amount to the Employer pursuant to Section 5.02.

     2.06 Additional  Policy  Benefits and Riders.  The Employee may at any time
          ---------------------------------------
add a rider to the Policy.  Upon written  request by the Employer,  the Employee
will add a rider to the Policy for the benefit of the Employer.  The  additional
premium  for any  rider  that is added to the  Policy  will be paid by the party
entitled to receive the proceeds of the rider.

     2.07 Continuation of Employer's  Obligations upon Change of Control. Upon a
          --------------------------------------------------------------
Change of Control,  the Employer or its successor  organization  surviving after
the Change of Control shall be deemed to have assumed,  and shall be responsible
to discharge,  all  obligations of the Employer under this  Agreement.  Upon the
Employer's reorganization,  merger, consolidation,  or sale of substantially all
of its assets to another  organization,  the survivor or successor  organization
shall be deemed to have assumed,  and shall be  responsible  to  discharge,  all
obligations of the Employer under this Agreement,  and the term "Employer" shall
be deemed to refer to such successor or survivor organization.

                                      -3-
<PAGE>

                                   ARTICLE III
              EMPLOYER'S FUNDING OBLIGATIONS AND RIGHTS OF RECOVERY

     3.01 Employer's Rights and Funding Obligations on Certain Events.
          -----------------------------------------------------------

          A.   Disability and Normal  Retirement.  If the Employee  resigns from
               ---------------------------------
               the  Employer's   employ  on  account  of  Disability  or  Normal
               Retirement,  the Employer shall pay the remaining premiums on the
               Policy if, as, and when due in the  ordinary  course,  subject to
               Section 2.03(A).

          B.   Termination  for  Cause.  Notwithstanding  any other  intervening
               -----------------------
               event,  upon the Employee's  Termination for Cause,  the Employer
               shall notify the Insurer of the Employee's Termination for Cause,
               and all rights,  title,  and interest in the Policy  shall,  upon
               such notice,  be  transferred  to the Employer under the terms of
               the  Policy as of the date of such  Termination  for  Cause.  The
               parties  hereby agree that the terms of the Policy shall  provide
               for the automatic  transfer of all rights,  title and interest to
               the Employer upon the conditions described in this Paragraph.

          C.   Termination  or Resignation  for Other Reasons.  In the event the
               ----------------------------------------------
               Employee is  terminated or resigns from service with the Employer
               for reasons  other than  Termination  for Cause,  Disability,  or
               Normal  Retirement,  this Agreement  shall continue in full force
               and effect, except that Employer shall have no further obligation
               to  pay  premiums  on  the  Policy  upon  such   termination   or
               resignation.

          D.   Termination  of  Agreement  by  Employee.  In the event  that the
               ----------------------------------------
               Employee provides written notice of termination of this Agreement
               to the Employer pursuant to Section 5.01, the Employer shall have
               no further  obligation to pay premiums on the Policy upon receipt
               of such notice.

     3.02 Employers Recovery Upon Death Resignation or Termination of Agreement.
          ---------------------------------------------------------------------

          A.   Disability  or  Normal  Retirement.  If the  Employee  terminates
               ----------------------------------
               employment  with the Employer on account of  Disability or Normal
               Retirement, the Employer shall have the right, subject to Section
               5.02,  to receive the Recovery  Amount from the death  benefit or
               the cash value of the Policy,  upon the earlier of the Employee's
               death or the Employee's provision of notice of termination of the
               Agreement pursuant to Section 5.01.

          B.   Death of Employee.  If the Employee  dies while he still owns the
               -----------------
               Policy  (whether  or not the  Employee is then an Employee of the
               Employer),  the Employer shall have the right to receive one half
               of the death benefit payable under the Policy.

          C.   Termination of Agreement by Employee;  Termination or Resignation
               -----------------------------------------------------------------
               of Employee for Other Reasons.  In the event the Employee  either
               -----------------------------
               provides written notice of termination of this Agreement pursuant
               to Section 5.01 hereof,  or is terminated or resigns from service
               with the Employer for reasons other than  Termination  for Cause,
               Disability  or Normal  Retirement,  the  Employer  shall have the
               right,  subject to Section 5.02,  to

                                      -4-
<PAGE>

               receive the Recovery  Amount from the death benefit or cash value
               of the  Policy  upon such  provision  of notice,  termination  or
               resignation.

                                   ARTICLE IV
                         PAYMENTS UPON DEATH OF EMPLOYEE

     4.01 Employer's Actions. Upon the death of the Employee, the Employer shall
          ------------------
promptly take all actions necessary to obtain the Recovery Amount from the death
benefit of the Policy.

     4.02 Payment of Death Benefit to  Beneficiary.  Subject to the terms of the
          ---------------------------------------
Assignment  and to Section  3.02(B)  hereof,  the  balance of the death  benefit
provided under the Policy,  if any, shall be paid directly to the beneficiary or
beneficiaries of the Policy in the manner designated by the Employee. No payment
shall be made to the  beneficiary  or  beneficiaries  of the  Policy  until  the
Recovery Amount has been paid to the Employer in accordance with Section 3.02(B)
hereof. The parties hereto agree that the beneficiary  designation  provision of
the Policy shall conform to the provisions hereof.

                                    ARTICLE V
                               RIGHTS OF EMPLOYEE

     5.01 Employee's Right to Terminate Agreement.  The Employee may at any time
          ---------------------------------------
effect the  termination  of this  Agreement by providing  written  notice to the
Board of Directors of the Employer.  Following such notice,  the Agreement shall
terminate either upon the Employee's  exercise of his option pursuant to Section
5.02 or upon the Employer's  receipt of the Recovery  Amount pursuant to Section
3.02(C).

     5.02  Employee's  Option  to  Receive  Release  of  Assignment.   Upon  the
           --------------------------------------------------------
occurrence of any of the events set forth in Section 3.02 that give the Employer
the right to receive the Recovery Amount from the cash value of the Policy,  the
Employee  shall have a 60-day  option to receive  from the Employer a release of
the Assignment in  consideration  of the Employee's cash payment of the Recovery
Amount to the Employer.  The Employer  agrees that the Employee  (solely for the
purpose of facilitating  his payment of the Recovery Amount to the Employer) may
borrow  or  withdraw  from the  Policy  cash  value  amounts  in  excess  of the
Employee's share of the cash value of the Policy.  If the Employee does not make
payment of the  Recovery  Amount  within the 60-day  period,  the  Employer  may
enforce  its right to receive the  Recovery  Amount from the cash value or death
benefit of the Policy.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.01  Termination of Agreement.  This Agreement shall terminate when either
           ------------------------
of the following events occur:

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

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

                                      -5-
<PAGE>

     6.02 Suspension of Employer's Obligations.  In the event of the bankruptcy,
          ------------------------------------
receivership  or dissolution of the Employer,  or the "default" of the Employer,
as defined  under  Section  3(x)(1) of the FDIA, 12  U.S.C.ss.1813  (x)(l),  the
Employer's obligations under Section 2.03 shall be suspended.

     6.03 Amendment. This Agreement shall not be modified or amended except by a
          ---------
writing signed by the Employer and the Employee. This Agreement shall be binding
upon the heirs,  administrators  or executors and the  successors and assigns of
each party to this Agreement.

     6.04 Unfunded Arrangement.  The split-dollar arrangement established hereby
          --------------------
is an unfunded  employee  benefit plan maintained by the Employer  primarily for
the purpose of providing a life insurance death benefit for an Employee who is a
member of a select group of management and a highly  compensated  employee,  and
the parties  acknowledge and agree that this Agreement is exempt from Parts 2, 3
and 4 of the Employee Retirement Income Security Act of 1974.

     6.05 Claims Procedures.  The Employer,  Employee,  or any beneficiary under
          -----------------
the Policy may file a claim for benefits with the Insurer,  and shall be subject
to the claims procedure thereof.

     6.06 Binding  Agreement.  This Agreement shall be binding upon and inure to
          ------------------
the benefit of the Employer and its  successors  and  assignees and the Employee
and his assignees, heirs, executors, administrators and beneficiaries

     6.07  Governing  Law.  This  Agreement  shall be  subject  to and  shall be
           --------------
construed in accordance with the laws of the State of Maryland.

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

                                        COMMUNITY BANK OF TRI-COUNTY



Attest: /s/ Christy M. Lombardi         By: /s/ H. Beaman Smith
        -----------------------             -----------------------------------
                                            H. Beaman Smith
                                            Acting in his capacity as a Director



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


                                      -6-
<PAGE>

                          COMMUNITY BANK OF TRI-COUNTY

--------------------------------------------------------------------------------
                             SPLIT DOLLAR AGREEMENT:
                                   SCHEDULE A
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIFE INSURANCE                         POLICY
COMPANY NAME                           NUMBER                    TYPE OF POLICY          FACE AMOUNT
----------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                     <C>
Valley Forge Life Insurance                                      Flexible Premium
                                       #AUCK002631               Adjustable Life         $1,000,000
----------------------------------------------------------------------------------------------------
                                                                 Whole Life
                                       #                         Insurance               $
----------------------------------------------------------------------------------------------------

</TABLE>


                                      -7-
<PAGE>

                          COMMUNITY BANK OF TRI-COUNTY

                             SPLIT DOLLAR AGREEMENT:
                                   SCHEDULE B

                                   ASSIGNMENT

     A. FOR VALUE  RECEIVED,  the  undersigned  (hereinafter  the "Owner")  does
hereby  assign,  transfer  and set  over to  Community  Bank  of  Tri-County,  a
corporation with principal  offices and place of business in Waldorf,  Maryland,
its successors and assigns (hereinafter the "Assignee"),  the following specific
rights in and to each and every  policy  listed in Schedule A, which is attached
hereto and made a part hereof,  issued by each and every insurance company named
in said Schedule A (hereinafter the "Insurer") and any supplementary contract or
contracts  issued in connection  therewith  (said policy and any such  contracts
hereinafter collectively referred to as the "Policy" as the context may require)
insuring the life of William J. Pasenelli,  (hereinafter the "Insured"), subject
to all the terms and conditions of the Policy and to all superior liens, if any,
that the Insurer may have against the Policy. The Owner, by this assignment (the
"Assignment"),  and the Assignee,  by acceptance of the assignment of the Policy
to it hereunder, agree to the terms and conditions contained herein.

     B. This  Assignment  is made  pursuant  to, and the Policy is to be held as
collateral  security  for all  liabilities  of the  Owner  to the  Assignee  now
existing or hereafter arising under, that certain Split Dollar Agreement, by and
between  the Owner and the  Assignee,  dated  April 12,  2001  (hereinafter  the
"Agreement"), which is attached hereto as Exhibit 1, and made a part hereof. The
Owner  reserves  all  rights  and  powers  in and to the  Policy,  except  those
specific,  limited  rights  granted in the  Policy to the  Assignee  hereby,  as
security for the  liabilities  of the Owner to the Assignee  under the Agreement
and except as otherwise provided by the Agreement. The parties hereto agree that
the provisions of the Agreement shall take precedence over this Assignment.

                                      -8-
<PAGE>

     C. It is expressly agreed that the Assignee's  interest in the Policy under
and by virtue of this Assignment  shall be limited to the rights provided for in
the Agreement, the following specific rights, and no others: (a) the right to be
paid the total  amount due it under the  Agreement  by  recovering  said  amount
directly from the Insurer out of the net death proceeds of the Policy,  upon the
death of the Insured; (b) the right to be paid the total amount due it under the
Agreement by recovering said amount from the net cash surrender  proceeds of the
Policy, pursuant to the terms and conditions of the Agreement; and (c) the right
to have the  Policy  transferred  to the  Assignee  in the event of the  Owner's
Termination  for Cause.  The Assignee shall have no other rights or powers in or
to the Policy as a result of the assignment to it hereunder.  and  specifically,
the Assignee shall not have the right or power to borrow against or obtain loans
or advances  on the  Policy,  make  withdrawals  from the Policy,  nor cancel or
surrender the Policy or exercise any other option or incident of ownership  with
respect to the Policy, except as otherwise provided under the Agreement.

     D.  Subject to the  Agreement,  the Owner  shall  retain all  incidents  of
ownership  in and to the  Policy,  subject  to the terms and  conditions  of the
Agreement,   including,  but  not  limited  to:  (a)  the  right  to  cause  the
cancellation  or surrender of the Policy and to receive the Owner's share of the
surrender  value  thereof at any time provided by the terms of the Policy and at
such other times as the Insurer may allow;  (b) the right to collect and receive
all  distributions  or share of surplus,  dividend  deposits or additions to the
Policy now or hereafter made or apportioned thereto, and to exercise any and all
options contained in the Policy with respect thereto;  (c) the right to exercise
all non-forfeiture rights permitted by the terms of the Policy or allowed by the
Insurer and to receive all benefits and advantages  derived  therefrom;  (d) the
right to designate and change the  beneficiary  of the Policy;  (e) the right to
borrow  against,  obtain  loans or  advances  on, or make  withdrawals  from the
Policy;  (f) the  right to  assign  the  Policy  (subject  to the  terms of this
Assignment and the  Agreement);  and (g) the right

                                      -9-
<PAGE>
to collect  directly from the Insurer that portion of the net death  proceeds of
the  Policy  in excess  of those  proceeds  payable  to the  Assignee  under the
Agreement.

     E. The  Assignee  agrees  with the Owner as follows  (a) any balance of any
amount  received by the  Assignee  hereunder  from the Insurer  remaining  after
payment of the then existing  liabilities of the Owner to the Assignee under the
Agreement  shall be paid by the Assignee to the persons  entitled  thereto under
the terms of the Policy had this  Assignment not been  executed;  and (b) if the
Policy is in the possession of the Assignee,  the Assignee  will,  upon request,
forward the Policy to the Insurer,  without  unreasonable delay, for endorsement
of any  designation or change of  beneficiary,  any election of optional mode of
settlement, or the exercise of any other right reserved by the Owner hereunder.

     F.  Except as  otherwise  provided  under the terms of the  Agreement,  the
Assignee  shall be under no  obligation  to pay any premium on the Policy or the
principal of or interest on any loans or advances on the Policy,  whether or not
obtained by the Assignee, or any other charges on the Policy.

     G. The Insurer shall be fully  protected in recognizing the request made by
the Owner for cancellation or surrender of the Policy,  with the written consent
of the Assignee,  and upon such  cancellation or surrender,  the Policy shall be
terminated and be of no further force or effect.

     H. Upon the full  payment of the  liabilities  of the Owner to the Assignee
pursuant to the Agreement,  the Assignee shall promptly  release this Assignment
and thereby  reassign to the Owner all  specific  rights in the Policy  included
herein.

     I.  Is  The  Assignee  may  take  or  release  other  security,  may  grant
extensions, renewals or indulgences with respect to the obligations of the Owner
or the  Assignee  under the  Agreement,  or may apply the proceeds of the Policy
hereby  assigned or any amount received on account of the Policy by the exercise
of any right permitted under this Assignment,  without resorting to or regard to
other security for such obligations if any.

                                      -10-
<PAGE>

     J. The Owner declares that no proceedings in bankruptcy are pending against
the Owner,  and that the Owner's  property is not subject to any  assignment for
the benefit of creditors of the Owner.

     K. This  Assignment  supersedes  any prior  assignment  entered into by the
Owner with respect to the Policy.

Signed and sealed as of the 12th day of April, 2001.


                                   /s/ William J. Pasenelli
                                   --------------------------------------------
                                   William J. Pasenelli, Owner


                                   COMMUNITY BANK OF TRI-COUNTY, ASSIGNEE


/s/ Christy M. Lombardi            By: /s/ H. Beaman Smith
---------------------------            ------------------------------
Witness                                H. Beaman Smith
                                       Acting in his capacity as a Director



                                   Endorsed By: _____________________________
                                   Insurer


                                      -11-