EX-4.5 STOCK CERTIFICATE SERIES B








Exhibit 4.5




	 	 	 
	CERTIFICATE **B-1**
	 	 
	FIXED RATE

	 	***777 SHARES***
	CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B
	 	 
	PAR VALUE $0.01

	 	SEE REVERSE FOR CERTAIN DEFINITIONS






TRI-COUNTY FINANCIAL CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND




THIS CERTIFIES THAT




United States Department of the Treasury




	 	 	 	 	 
	is the owner of:
	 	***777***
	 	 






FULLY PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,

SERIES B, $0.01 PAR VALUE PER SHARE, OF TRI-COUNTY FINANCIAL CORPORATION



The shares represented by this certificate are transferable only on the stock transfer books of
Tri-County Financial Corporation (the “Corporation”) by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and shall be held subject
to all the provisions of the Articles of Incorporation of the Corporation and any amendments
thereto (copies of which are on file with the Corporation), to all of which provisions the holder
by acceptance hereof, assents.




     IN WITNESS THEREOF, TRI-COUNTY FINANCIAL CORPORATION has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of
its corporate seal to be hereunto affixed.



Dated:                     




	 	 	 
	 

	 	 
	Michael L. Middleton

	 	Gregory C. Cockerham
	President and Chief Executive Officer

	 	Secretary






The Board of Directors is authorized by resolution(s),
from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers,
designations, preferences and relative, participating, optional, or other
special rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The Corporation will furnish to any
shareholder upon request and without charge a full description of each class of stock and any series thereof.




 








 






TRI-COUNTY FINANCIAL CORPORATION.



The following abbreviations, when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 
	  TEN COM - as tenants in common

	 	UNIF GIFTS MIN ACT -               
       custodian                 
    
	 

	 	          (Cust)   
                      (Minor)
	 

	 	under Uniform Gifts to Minors Act              
                        
   
	  TEN ENT - as tenants by the entireties

	 	
  (State)               






	 	 	 
	  JT TEN -

	 	as joint tenants with right
	 

	 	of survivorship and not as
	 

	 	tenants in common






Additional abbreviations may also be used though not in the above list.




     For value received,        
                        
                        
                        
  hereby sell, assign and transfer unto



PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF

ASSIGNEE                      
                        
                        
                        
                    
                    
                    
      




Please
print or typewrite name and address including postal zip code of
assignee

                        
                        
                        
                        
                  
                    
       shares of the
preferred stock 
represented by the within Certificate, and do hereby irrevocably constitute and
appoint 
                      
                        
                        
                        
                    
           Attorney to
transfer the said stock on the 
books of the within-named Corporation with full power of
substitution in the premises.



	 	 	 
	  DATED                                         
	 	 
	 

	 	 
	 

	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.






	 	 	 	 	 
	  SIGNATURE GUARANTEED:
	 	 	 	 
	 

	 	 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15
	 	 





THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.



THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A
SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO
THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.