COMMUNITY BANK OF TRI-COUNTY
                      EXECUTIVE INCENTIVE COMPENSATION PLAN

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                                 2003 Amendment
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     WHEREAS,  Community Bank of Tri-County (the "Bank") maintains the Community
Bank of Tri-County  Executive Incentive  Compensation Plan (the "Plan"), and the
Bank's Board of Directors has determined that it is in the best interests of the
Bank to amend the Plan in the manner set forth herein;

     NOW,  THEREFORE,  the Plan is hereby  amended as follows,  effective  as of
January 1, 2004.

     1. New Sections  2.12A,  2.12B and 2.12C are added to the Plan  immediately
after Section 2.12 and before Section 2.13 to provide as follows:

          2.12A  "EPS"  means  diluted  earnings  per  share  of  Common  Stock,
     expressed as a dollar amount,  as computed by the  Corporation for purposes
     of financial statement reporting.

          2.12B "EPS Increase" means the amount,  if any, by which the EPS for a
     calendar year exceeds the EPS for the immediately  preceding calendar year.
     Such  increase,  if any,  shall be expressed as a percentage of the EPS for
     the immediately preceding calendar year.

          2.12C "EPS Target Increase" means the amount by which the targeted EPS
     for a calendar  year, as determined by the Committee in its  discretion for
     purposes of this Plan prior to or as soon as practicable  following January
     1 of such year, will exceed the EPS for the immediately  preceding calendar
     year.  Such excess shall be  expressed  as a percentage  of the EPS for the
     immediately preceding calendar year.

     2.  Section  2.15 of the Plan is  amended  in its  entirety  to  provide as
follows:

          2.15 "Multiplier" means for any calendar year the average of (i), (ii)
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     and (iii), where --

               (i) is the percentage  obtained when the Bank's  return-on-equity
          ("ROE") is divided by the  product of the median ROE of the Peer Group
          and the ROE Target Percentage,

               (ii) is the  percentage  obtained  when the median  percentage of
          noncurrent  to gross loans ("NPL") of the Peer Group is divided by the
          percentage of the Bank's NPL; and

               (iii) is the  percentage  obtained  when the EPS Increase for the
          calendar  year is divided by the EPS Target  Increase for the calendar
          year(1);  provided that (a) in no event shall such  percentage  exceed
          150% for purposes of this clause (iii),  and (b) such percentage shall
          be deemed to be 0% for  purposes  of this  clause  (iii) if the actual
          percentage is less than 50%.

          (1) For example,  the Multiplier  would be 145% - - the average of 50%
          and 300% and 85% - - if (i) the  Bank's  ROE was 5% and the median ROE
          for its Peer Group times the ROE Target  Percentage  was 10%, (ii) the
          Bank's  noncurrent  to gross  loan  percentage  was 2% and the  median
          percentage  for its Peer Group was 6%, and (iii) the EPS  Increase was
          85% of the EPS Target Increase.




               Either  of the  percentages  set forth in  clauses  (i) and (ii),
          above,  will be below 100% if the Bank does not  outperform  the other
          banks in its Peer Group.  If the Bank performs at a level below 50% of
          Peer  Performance,  the factor for these  clauses  shall be zero.  The
          Committee  shall  make  its  determinations  of  ROE,  NPL  and EPS in
          accordance with generally accepting accounting principles,  subject to
          the  Committee's  discretion  to take into account or to disregard any
          financial  events  that  are  extraordinary  in  the  opinion  of  the
          Committee.

               3. Section 4.02 of the Plan is amended in its entirety to provide
          as follows:

               4.02 Stock  Option  Grants.  Each  Participant  shall be granted,
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          under the Stock Option Plan, an Option to purchase a specified  number
          of Shares  such that the value of the  Option,  as  determined  by the
          Committee in accordance with the Black-Scholes option pricing model or
          such other valuation  methodology used by the Corporation for purposes
          of  compliance  with FASB  Statement  No.  123, is equal to 50% of the
          Bonus (if any) to which the Participant is entitled under Section 4.01
          hereof  for  the  calendar  year,  unless  the  Committee   determines
          otherwise by resolution  adopted  before the first day of the calendar
          year to which a particular  grant or grants  relate.  The Option Price
          for each  Option  shall equal the fair  market  value of the  Optioned
          Shares on the date of grant,  as  determined  in  accordance  with the
          Stock Option Plan, and shall be fully and immediately exercisable.

          4. Nothing contained herein shall be held to alter, vary or affect any
     of the  terms,  provisions,  or  conditions  of the  Plan or any  agreement
     entered into thereunder, other than as stated above.


Dated As Of : October 23, 2003          COMMUNITY BANK OF TRI-COUNTY



                                        By: /s/ Michael L. Middleton
                                            -----------------------------
                                            Its President