TRI COUNTY FINANCIAL CORP /MD/
EXHIBIT 10-16
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>trif10ex10-16.txt
<DESCRIPTION>EXHIBIT 10-16
<TEXT>
                          COMMUNITY BANK OF TRI-COUNTY
                          SALARY CONTINUATION AGREEMENT


     THIS  AGREEMENT is adopted this 6th day of September,  2003, by and between
COMMUNITY  BANK OF  TRI-COUNTY,  a  state-chartered  commercial  bank located in
Waldorf, Maryland (the "Company"), and WILLIAM PASENELLI (the "Executive").

                                  INTRODUCTION

     To  encourage  the  Executive  to remain an  employee of the  Company,  the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets. AGREEMENT

     The Company and the Executive agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

     1.1 "Change of Control" The term "Change in Control"  shall mean any one of
the following events: (i) the acquisition of ownership, holding or power to vote
more than 25% of the voting  stock of the Company or the  Corporation;  (ii) the
acquisition  of the  ability  to  control  the  election  of a  majority  of the
Company's or the Corporation's directors; (iii) the acquisition of a controlling
influence over the  management or policies of the Company or the  Corporation by
an y person or by persons  acting as a "group"  (within  the  meaning of Section
13(d) of the Securities  Exchange Act of 1934); or (iv) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of  such  period  constitute  the  Board  of  Directors  of the  Company  or the
Corporation  (the "Existing  Board") cease for any reason to constitute at least
two-thirds  thereof,  provided that any individual  whose election or nomination
for  election  as a member of the  Existing  Board was  approved by a vote of at
least two-thirds of the Continuing  Directors then in office shall be considered
a  Continuing  Director.   Notwithstanding  the  foregoing,   the  Corporation's
ownership of the Company shall not of itself  constitute a Change in Control for
purposes  of the  Agreement.  For  purposes  of this  paragraph  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.

     1.2 "Code" means the Internal Revenue Code of 1986, as amended.

     1.3 "Corporation" means the Tri-County Financial Corporation.


<PAGE>

     1.4  "Disability"  means a physical or mental  infirmity  which impairs the
Executive's  ability to  substantially  perform his duties under the  Employment
Agreement with the Company and which results in the Executive  becoming eligible
for long-term  disability benefits under the Company's long-term disability plan
(or if the Company  has no such plan in effect,  which  impairs the  Executive's
ability to substantially perform his duties under his Employment Agreement for a
period of 180 consecutive days).

     1.5 "Effective Date" means March 28, 2003.

     1.6 "Employment Agreement" means the (name  of  employment  agreement)
                                           --------------------------------
between  the  Company  and  the Executive dated ____________ __, ____, as the
same may be amended from time to time.

     1.7 "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

     1.8 "Normal Retirement Age" means the Executive attaining age 65.

     1.9 "Plan Year" means a  twelve-month  period  commencing  on January 1 and
ending on December 31 of each year.  The initial Plan Year shall commence on the
Effective Date of this Agreement.

     1.10 "Termination for Cause" shall be defined as set forth in Article 5.

     1.11  "Termination  of  Employment"  means that the Executive  ceases to be
employed by the Company for any reason, voluntary or involuntary,  other than by
reason of a leave of absence approved by the Company.

     1.12 "Years of Service" means the twelve consecutive month period beginning
on the Executive's date of hire and any twelve (12) month  anniversary  thereof,
during the entirety of which time the Executive is an employee of the Company.

                                    ARTICLE 2
                                LIFETIME BENEFITS

     2.1 Normal Retirement  Benefit.  Upon Termination of Employment on or after
the  Executive's  Normal  Retirement  Age,  other than for reason of death,  the
Company shall pay to the Executive the benefit  described in this Section 2.1 in
lieu of any other benefit under this Agreement.

          2.1.1  Amount of  Benefit.  The benefit  under this  Section 2.1 is an
     annual benefit of $74,112 (Seventy-Four Thousand One Hundred Twelve Dollars
     ) for a period of  fifteen  (15)  years  resulting  in a total  benefit  of
     $1,111,680  (One Million One Hundred  Eleven  Thousand  Six Hundred  Eighty
     Dollars). The Company's Board of Directors, in its sole discretion,

                                       1
<PAGE>

     through duly adopted resolution, may increase the annual benefit under this
     Section.

          2.1.2.  Payment of Benefit.  The Company  shall pay the benefit to the
     Executive in 180 equal  monthly  installments  of $6,176 (Six  Thousand One
     Hundred Seventy Six Dollars)  commencing with the month following the later
     of (a) the  Executive's  Termination  of  Employment,  or (b) the Executive
     attaining Normal Retirement Age.

     2.2 Early  Termination  Benefit.  Upon  Termination of Employment  prior to
Normal  Retirement Age, other than for reasons of Disability,  Change of Control
or death,  the Company shall pay to the Executive the benefit  described in this
Section 2.2 in lieu of any other benefit under this Agreement.

          2.2.1  Amount of  Benefit.  The  benefit  under  this  Section  2.2 is
     determined by multiplying the Normal Retirement Benefit amount described in
     Section  2.1.1  by a  fraction  (rounded  to the  nearest  hundredth),  the
     numerator  of which is the  number of Years of  Service  at the time of the
     Executive's termination of employment (rounded to one tenth of a year); and
     the  denominator is the number of Years of Service that the Executive would
     have had if the Executive had remained  employed with the Company until the
     Normal Retirement Age (rounded to one tenth of a year).

          2.2.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive  in 180  equal  monthly  installments  commencing  with the month
     following the Executive attaining Normal Retirement Age.

     2.3 Disability  Benefit.  Upon  Termination of Employment due to Disability
prior to Normal  Retirement  Age,  the Company  shall pay to the  Executive  the
benefit  described in this Section 2.3 in lieu of any other  benefit  under this
Agreement.

          2.3.1  Amount of Benefit.  The benefit  under this  Section 2.3 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

          2.3.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in 180 equal monthly  installments  commencing with the month
     following the Executive  attaining Normal Retirement Age, paying the annual
     benefit to the Executive for a period of 15 years.

     2.4 Change of Control  Benefit.  Upon  Termination of Employment  within 12
months subsequent to a Change of Control and prior to Normal Retirement Age, the
Company shall pay to the Executive the benefit  described in this Section 2.4 in
lieu of any other benefit under this Agreement.

          2.4.1  Amount of Benefit.  The benefit  under this  Section 2.4 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

                                       2
<PAGE>

          2.4.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in 12 equal monthly  installments  commencing  with the month
     following the Executive  attaining Normal Retirement Age, paying the annual
     benefit to the Executive for a period of 15 years.

          2.4.3 Excess Parachute Payment.  Notwithstanding any provision of this
     Agreement to the  contrary,  the Company will reduce any benefit under this
     Agreement  by an amount  necessary  to avoid an excise tax under the excess
     parachute rules of Section 280G of the Code.

     2.5 Early Payout. If the Executive's Termination of Employment occurs prior
to Normal  retirement  Age, he may in a written  request to the Company elect to
have annual benefit  payments  commence within 30 days following his Termination
of  Employment  rather than at age 65,  provided  the election is made 13 months
prior to Termination of Employment.  If such election  occurs the annual benefit
amount shall be further reduced per month for each month between  Termination of
Employment  and age 65. Said  reduction  shall be determined by using the 5-year
Treasury  Constant  Maturity Rate (not to exceed 6% annually) as of the last day
of the month prior to Termination of Employment, divided by 12.

                                    ARTICLE 3
                                 DEATH BENEFITS

     3.1 Death During Active Service.  If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu of the
benefits under Article 2.

          3.1.1  Amount of Benefit.  The benefit  under this  Section 3.1 is the
     Normal Retirement Benefit amount described in Section 2.1.1.

          3.1.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive's  beneficiary in 180 equal monthly installments  commencing with
     the month following the Executive's death.

     3.2 Death  During  Payment of a Benefit.  If the  Executive  dies after any
benefit  payments have  commenced  under Article 2 of this  Agreement but before
receiving all such payments, the Company shall pay the remaining benefits to the
Executive's beneficiary at the same time and in the same amounts they would have
been paid to the Executive had the Executive survived.

     3.3 Death After  Termination  of Employment But Before Payment of a Benefit
Commences.  If the  Executive is entitled to a benefit  under  Article 2 of this
Agreement,  but dies prior to the  commencement  of said benefit  payments,  the
Company shall pay the same benefit payments to the Executive's  beneficiary that
the  Executive  was entitled to prior to death except that the benefit  payments
shall  commence  on the  first  day of  the  month  following  the  date  of the
Executive's death, without any reduction for earlier commencement.

                                       3
<PAGE>

                                    ARTICLE 4
                                  BENEFICIARIES

     4.1 Beneficiary  Designations.  The Executive shall designate a beneficiary
by filing a written  designation  with the Company.  The Executive may revoke or
modify  the  designation  at any  time by  filing  a new  designation.  However,
designations  will only be effective if signed by the  Executive and received by
the  Company  during  the  Executive's  lifetime.  The  Executive's  beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the  Executive,  or if the  Executive  names a  spouse  as  beneficiary  and the
marriage  is  subsequently  dissolved.  If the  Executive  dies  without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

     4.2  Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  or to a person  incapable of handling the disposition of
his or her  property,  the Company may pay such benefit to the  guardian,  legal
representative  or person having the care or custody of such minor,  incompetent
person or  incapable  person.  The Company may  require  proof of  incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit.  Such  distribution  shall  completely  discharge  the Company from all
liability with respect to such benefit.

                                    ARTICLE 5
                               GENERAL LIMITATIONS

     5.1 Termination for Cause.  Notwithstanding any provision of this Agreement
to the contrary,  the Company shall not pay any benefit under this  Agreement if
the Company  terminates the Executive's  employment for Cause. Cause shall mean,
in the  good  faith  determination  of the  Company's  Board of  Directors,  the
Executive's personal  dishonesty,  incompetence,  willful misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this Agreement.  The Executive shall have no right to
receive  compensation  or other  benefits for any period after  Termination  for
Cause.  No act, or failure to act, on the  Executive's  part shall be considered
"willful"  unless he has acted,  or failed to act, with an absence of good faith
and  without a  reasonable  belief  that his action or failure to act was in the
best interest of the Company.

     5.2 Suicide or  Misstatement.  The Company  shall not pay any benefit under
this  Agreement if the Executive  commits  suicide  within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on an
employment application or resume provided to the Company, on any application for
any benefits provided by the Company to the Executive, or on any application for
insurance that the Company may purchase on the life of Executive.

                                       4
<PAGE>

     5.3  Termination  or Suspension  Under Federal Law. (1) If the Executive is
removed and/or  permanently  prohibited from participating in the conduct of the
Company's  affairs by an order issued under  Sections  8(c)(4) or 8(g)(1) of the
Federal Deposit  Insurance Act ("FDIA") (12 U.S.C.  1818(e)(4) and (g)(1)),  all
obligations  of the Company  under this  Agreement  shall  terminate,  as of the
effective  date of the order,  but  vested  rights of the  parties  shall not be
affected.

     (2) If the Company is in default  (as defined in Section  3(x)(1) of FDIA),
     all  obligations  under this  Agreement  shall  terminate as of the date of
     default;  however, this Paragraph shall not affect the vested rights of the
     parties.

     (3) If a notice  served  under  Section  8(e)(3)  of the  FDIA  (12  U.S.C.
     1818(e)(3) or (g)(1)) suspends and/or  temporarily  prohibits the Executive
     from participating in the conduct of the Company's  affairs,  the Company's
     obligations  under this Agreement shall be suspended as of the date of such
     service,  unless stayed by appropriate  proceedings.  If the charges in the
     notice  are  dismissed,  the  Company  may in its  discretion  (i)  pay the
     Executive  all or part  of the  compensation  withheld  while  is  contract
     obligations  were suspended,  and (ii) reinstate (in whole or in apart) any
     of its obligations which were suspended.

                                    ARTICLE 6
                           CLAIMS AND REVIEW PROCEDURE

     6.1 Claims  Procedure.  Any  individual  ("claimant")  who has not received
benefits under the Agreement that he or she believes should be paid shall make a
claim for such benefits as follows:

          6.1.1  Initiation - Written Claim.  The claimant  initiates a claim by
     submitting to the Company a written claim for the benefits.

          6.1.2 Timing of Company  Response.  The Company  shall respond to such
     claimant  within  90  days  after  receiving  the  claim.  If  the  Company
     determines  that  special   circumstances   require   additional  time  for
     processing  the claim,  the  Company can extend the  response  period by an
     additional 90 days by notifying  the claimant in writing,  prior to the end
     of the initial  90-day  period that an additional  period is required.  The
     notice of extension must set forth the special  circumstances  and the date
     by which the Company expects to render its decision.

          6.1.3  Notice of  Decision.  If the Company  denies part or all of the
     claim, the Company shall notify the claimant in writing of such denial. The
     Company  shall  write  the  notification  in  a  manner  calculated  to  be
     understood by the claimant. The notification shall set forth:

               (a) The specific reasons for the denial;

               (b) A reference to the specific  provisions of this  Agreement on
               which the denial is based;

               (c) A  description  of any  additional  information  or  material
               necessary for the

                                       5
<PAGE>

               claimant  to perfect  the claim and an  explanation  of why it is
               needed;
               (d) An explanation of this Agreement's  review procedures and the
               time limits applicable to such procedures; and
               (e) A statement of the  claimant's  right to bring a civil action
               under  ERISA  Section   502(a)   following  an  adverse   benefit
               determination on review.

     6.2 Review  Procedure.  If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:

          6.2.1  Initiation  - Written  Request.  To initiate  the  review,  the
     claimant,  within 60 days after  receiving the Company's  notice of denial,
     must file with the Company a written request for review.

          6.2.2 Additional  Submissions - Information Access. The claimant shall
     then have the opportunity to submit written  comments,  documents,  records
     and other information relating to the claim. The Company shall also provide
     the claimant,  upon request and free of charge,  reasonable  access to, and
     copies  of, all  documents,  records  and other  information  relevant  (as
     defined  in  applicable  ERISA  regulations)  to the  claimant's  claim for
     benefits.

          6.2.3 Considerations on Review. In considering the review, the Company
     shall take into account all materials and information the claimant  submits
     relating  to the claim,  without  regard to whether  such  information  was
     submitted or considered in the initial benefit determination.

          6.2.4 Timing of Company Response. The Company shall respond in writing
     to such claimant within 60 days after receiving the request for review.  If
     the Company determines that special  circumstances  require additional time
     for processing the claim,  the Company can extend the response period by an
     additional 60 days by notifying  the claimant in writing,  prior to the end
     of the initial  60-day  period that an additional  period is required.  The
     notice of extension must set forth the special  circumstances  and the date
     by which the Company expects to render its decision.

          6.2.5  Notice of  Decision.  The Company  shall notify the claimant in
     writing of its decision on review. The Company shall write the notification
     in a manner  calculated to be understood by the claimant.  The notification
     shall set forth:

               (a) The specific reasons for the denial;
               (b) A reference to the specific  provisions of this  Agreement on
               which the denial is based;
               (c) A statement  that the  claimant is entitled to receive,  upon
               request and free of charge,  reasonable access to, and copies of,
               all documents, records and other information relevant (as defined
               in applicable  ERISA  regulations)  to the  claimant's  claim for
               benefits; and

                                       6
<PAGE>
               (d) A statement of the  claimant's  right to bring a civil action
               under ERISA Section 502(a).

                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

     This  Agreement  may be amended or terminated  only by a written  agreement
signed by the Company and the Executive.

                                    ARTICLE 8
                                  MISCELLANEOUS

     8.1  Binding  Effect.  This  Agreement  shall  bind the  Executive  and the
Company,   and   their   beneficiaries,    survivors,   executors,   successors,
administrators and transferees.

     8.2 No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  It does not give the  Executive the right to remain an employee of
the Company,  nor does it interfere  with the  Company's  right to discharge the
Executive.  It also does not require  the  Executive  to remain an employee  nor
interfere with the Executive's right to terminate employment at any time.

     8.3  Non-Transferability.  Benefits  under this  Agreement  cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     8.4 Reorganization. The Company shall not merge or consolidate into or with
another  company,  or  reorganize,  or sell  substantially  all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

     8.5 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

     8.6  Applicable  Law.  The  Agreement  and all  rights  hereunder  shall be
governed by the laws of the State of Maryland, except to the extent preempted by
the laws of the United States of America.

     8.7  Unfunded  Arrangement.  The  Executive  and  beneficiary  are  general
unsecured  creditors  of the  Company  for the  payment of  benefits  under this
Agreement.  The benefits  represent  the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge,

                                       7
<PAGE>

encumbrance,  attachment,  or  garnishment  by  creditors.  Any insurance on the
Executive's  life is a general  asset of the Company to which the  Executive and
beneficiary have no preferred or secured claim.

     8.8 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the Company and the Executive as to the subject matter hereof. No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

     8.9  Administration.  The Company  shall have powers which are necessary to
administer this Agreement, including but not limited to:

          (a)  Establishing  and  revising  the  method  of  accounting  for the
          Agreement;
          (b) Maintaining a record of benefit payments;
          (c)  Establishing   rules  and  prescribing  any  forms  necessary  or
          desirable to administer the Agreement; and
          (d) Interpreting the provisions of the Agreement.

       IN WITNESS WHEREOF, the Executive and the Company have signed this
Agreement.


EXECUTIVE:                                 COMPANY:
                                           Community Bank of Tri-County

/s/ William Pasenelli                      By:  /s/ H. Beaman Smith
--------------------------                    ---------------------------
WILLIAM PASENELLI                          Title:  Secretary/Treasurer




                                       8
<PAGE>

                             BENEFICIARY DESIGNATION

                          COMMUNITY BANK OF TRI-COUNTY
                          SALARY CONTINUATION AGREEMENT

                                GENERIC EXECUTIVE

I designate the following as beneficiary of any death benefits under this
Agreement:

Primary:
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------
        Relationship and Social Security Number:
                                                 -------------------------------

Contingent (if the Primary is deceased):
                                         ---------------------------------------

         -----------------------------------------------------------------------
         Relationship and Social Security Number:
                                                  ------------------------------

Note:
o    Include  instructions  regarding how you want  benefits  divided if you are
     naming more than one Primary or Contingent  beneficiary  and their share is
     not equal.
o    To name a trust as  beneficiary,  please provide the name of the trustee(s)
     and  the  exact  name  and  date  of  the  trust   agreement  and  the  tax
     identification number.

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature   ______________________________
                 GENERIC EXECUTIVE

Date   __________________________________





Received by the Company this ______ day of _________________, 2003.

By  ____________________________________

Title  __________________________________

                                       9
<PAGE>



Schedule of Early Retirement Benefits
            -----
(as of each December 31)

William Pasenelli

Date of Hire                        April 3, 2000
Normal Retirement Date (Age 65)     May 29, 2023

<TABLE>
<CAPTION>

                        (1)           (2)                      (3)               (4)                (5)             (6)
                                            Years of Service                 Early               Normal           Early
   Year               Age as        ---------------------------------     Retirement           Retirement       Retirement
  Ended                of           At End               At Normal         "Vesting"              Annual       Annual Benefit
December 31:       December 31:     of Year           Retirement Date       Factor               Benefit      as of December 31
------------       ------------     -------           ---------------       ------               -------      -----------------
<S>                     <C>          <C>                  <C>                 <C>                  <C>            <C>
                                                                            [col 2/col 3]                     [col 4 X col 5]


      2003              45           3.8                  23.2                0.16                74,112             11,858
      2004              46           4.8                  23.2                0.21                74,112             15,564
      2005              47           5.8                  23.2                0.25                74,112             18,528
      2006              48           6.8                  23.2                0.29                74,112             21,492
      2007              49           7.8                  23.2                0.34                74,112             25,198
      2008              50           8.8                  23.2                0.38                74,112             28,163
      2009              51           9.8                  23.2                0.42                74,112             31,127
      2010              52          10.8                  23.2                0.47                74,112             34,833
      2011              53          11.8                  23.2                0.51                74,112             37,797
      2012              54          12.8                  23.2                0.55                74,112             40,762
      2013              55          13.8                  23.2                0.59                74,112             43,726
      2014              56          14.8                  23.2                0.64                74,112             47,432
      2015              57          15.8                  23.2                0.68                74,112             50,396
      2016              58          16.8                  23.2                0.72                74,112             53,361
      2017              59          17.8                  23.2                0.77                74,112             57,066
      2018              60          18.8                  23.2                0.81                74,112             60,031
      2019              61          19.8                  23.2                0.85                74,112             62,995
      2020              62          20.8                  23.2                0.90                74,112             66,701
      2021              63          21.8                  23.2                0.94                74,112             69,665
      2022              64          22.8                  23.2                0.98                74,112             72,630

  May 29, 2023      Normal Ret.     23.2                  23.2                1.00                74,112
                       Date
</TABLE>


                                       10

</TEXT>
</DOCUMENT>
