EXHIBIT
99.2




CERTIFICATION


PURSUANT
TO 31 C.F.R. § 30.15





I,
William J. Pasenelli, certify, based on my knowledge, that:




(i)           The
compensation committee of Tri-County Financial Corporation has discussed,
reviewed, and evaluated with senior risk officers at least every six months
during the period beginning on the later of September 14, 2009, or ninety days
after the closing date of the agreement between the TARP recipient and Treasury
and ending with the last day of the TARP recipient’s fiscal year containing that
date (the applicable period), the senior executive officer (SEO) compensation
plans and the employee compensation plans and the risks these plans pose to
Tri-County Financial Corporation;




(ii)          The
compensation committee of Tri-County Financial Corporation has identified and
limited during the applicable period any features of the SEO compensation plans
that could lead SEOs to take unnecessary and excessive risks that could threaten
the value of Tri-County Financial Corporation, and during that same applicable
period has identified any features in the employee compensation plans that pose
risks to Tri-County Financial Corporation and has limited those features to
ensure that Tri-County Financial Corporation is not unnecessarily exposed to
risks;




(iii)         The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of Tri-County Financial Corporation to enhance the compensation of an
employee, and has limited any such features;




(iv)         The
compensation committee of Tri-County Financial Corporation will certify to the
reviews of the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;




(v)          The
compensation committee of Tri-County Financial Corporation will provide a
narrative description of how it limited during any part of the most recently
completed fiscal year that included a TARP period the features in




(A)
            SEO
      compensation plans that could lead SEOs to take unnecessary and excessive
      risks that could threaten the value of  Tri-County Financial
      Corporation;




(B)
            Employee
      compensation plans that unnecessarily expose Tri-County Financial
      Corporation  to risks;
and




(C)
            Employee
      compensation plans that could encourage the manipulation of reported
      earnings of Tri-County Financial Corporation to enhance the compensation
      of an employee;




(vi)         Tri-County
Financial Corporation has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;




(vii)        Tri-County
Financial Corporation has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA, to a SEO or
any of the next five most highly compensated employees during the period
beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipient’s fiscal year containing that date;




(viii)       Tri-County
Financial Corporation has limited bonus payments to its applicable employees in
accordance with Section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that
date;









(ix)          The
board of directors of Tri-County Financial Corporation has established an
excessive or luxury expenditures policy, as defined in the regulations and
guidance established under section 111 of EESA, by the later of September 14,
2009, or ninety days after the closing date of the agreement between the TARP
recipient and Treasury; this policy has been provided to Treasury and its
primary regulatory agency; Tri-County Financial Corporation and its employees
have complied with this policy during the applicable period; and any expenses
that, pursuant to this policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive officer with a
similar level of responsibility, were properly approved;




(x)           Tri-County
Financial Corporation will permit a non-binding shareholder resolution in
compliance with any applicable federal securities rules and regulations on the
disclosures provided under the federal securities laws related to SEO
compensation paid or accrued during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June
15, 2009 and ending with the last day of the TARP recipient’s fiscal year
containing that date;




(xi)          Tri-County
Financial Corporation will disclose the amount, nature, and justification for
the offering during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that date of
any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is
subject to the bonus payment limitations identified in paragraph
(viii);




(xii)         Tri-County
Financial Corporation will disclose whether Tri-County Financial Corporation,
the board of directors of Tri-County Financial Corporation, or the compensation
committee of Tri-County Financial Corporation has engaged during the period
beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipient’s fiscal year containing that date, a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation
consultant provided during this period;




(xiii)        Tri-County
Financial Corporation has prohibited the payment of any gross-ups, as defined in
the regulations and guidance established under section 111 of EESA, to the SEOs
and the next twenty most highly compensated employees during the period
beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipient’s fiscal year containing that date;




(xiv)        Tri-County
Financial Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
Tri-County Financial Corporation and Treasury, including any
amendments;




(xv)         Tri-County
Financial Corporation has submitted to Treasury a complete and accurate list of
the SEOs and the twenty next most highly compensated employees for the current
fiscal year and the most recently completed fiscal year, with the non-SEOs
ranked in descending order of level of annual compensation, and with the name,
title, and employer of each SEO and the most highly compensated employee
identified; and




(xvi)        I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both.




Date:
      March 5, 2010
                /s/ William
      J. PasenelliWilliam
      J. PasenelliChief
      Financial Officer