X0303 4 2010-05-28 0000855874 TRI COUNTY FINANCIAL CORP /MD/ TCFC.OB 0001166812 MIDDLETON MICHAEL L 3035 LEONARDTOWN ROAD WALDORF MD 20601 1 1 President and CEO Common Stock 2010-05-28 5 G 0 8600 0 D 149316 D Common Stock 39400 I By ESOP Common Stock 4785 I By IRA Common Stock 69351 I By Spouse Common Stock 4642 I By Spouse's IRA Restricted Stock Unit Common Stock 3739 3739 D Stock Option (Right to Buy) 7.85 2001-12-31 2011-12-31 Common Stock 11812 11812 D Stock Option (Right to Buy) 11.56 2002-12-31 2012-12-31 Common Stock 6412 6412 D Stock Option (Right to Buy) 12.74 2004-02-04 2013-12-31 Common Stock 14286 14286 D Stock Option (Right to Buy) 15.89 2004-12-27 2014-12-27 Common Stock 20164 20164 D Stock Option (Right to Buy) 22.29 2005-12-19 2015-12-19 Common Stock 6036 6036 D Stock Option (Right to Buy) 27.7 2007-07-17 2017-07-17 Common Stock 5830 5830 D Each Restricted Stock Unit is the economic equivalent of one share of Tri-County Financial Corporation common stock at at price of $12.25 per share. On the date when any obligation arising from financial assistance provided to Tri-County Financial Corporation (the "Company") under the U. S. Treasury Troubled Asset Relief Program's Capital Purchase Program is no longer outstanding, which does not include any period during which the federal government only holds warrants to purchase common stock of the Company, reporting person will receive an amount of cash equal to the value of the shares granted. /s/ Michael L. Middleton 2010-08-02