COLUMBIA BANCORP, S-8, 1996-08-15

COLUMBIA BANCORP
S-8, 1996-08-15
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on August 15, 1996

Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------

COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
---------------

Maryland 52-1545782
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------

10480 Little Patuxent Parkway
Columbia, Maryland 21044
(410) 465-4800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
---------------

Columbia Bancorp 1987 Stock Option Plan, As Amended
Columbia Bancorp 1990 Director Stock Option Plan, As Amended
(Full title of the plan)
---------------

John M. Bond, Jr. James J. Winn, Jr., Esquire
Columbia Bancorp Piper & Marbury L.L.P.
10480 Little Patuxent Parkway 36 South Charles Street
Columbia, Maryland 21044 Baltimore, Maryland 21201
(410) 465-4800 (410) 539-2530
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
---------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(a) Offering Price(a) Registration Fee(a)
-------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share 157,497 shares $ 18.50 $ 2,913,694.45 $ 1,004.72
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Pursuant to Rules 457(c), the proposed maximum offering price per share,
proposed maximum aggregate offering price and amount of registration fee
are based upon the average of the high and low prices of the Common Stock
of the registrant on the NASDAQ National Market System on August 13, 1996.

================================================================================

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents have been filed by Columbia Bancorp (the "Company")
with the Securities and Exchange Commission and are incorporated herein by
reference: (a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and
June 30, 1996, and (c) the description of the Company's Common Stock contained
in its Registration Statement on Form 8-A dated June 9, 1994.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. The
documents required to be so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. Description of Securities.

Not required.

ITEM 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Piper & Marbury L.L.P. of Baltimore, Maryland.

ITEM 6. Indemnification of Directors and Officers.

As permitted by the Maryland General Corporation Law ("MGCL"), Article
Eighth, Paragraph 5 of the Company's Charter provides for indemnification of
directors and officers of the Company, as follows:

The Company shall indemnify (A) its directors to the full extent
provided by the general laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures provided by
such laws; (B) its officers to the same extent as it shall indemnify its
directors; and (C) its officers who are not directors to such further
extent as shall be authorized by the Board of Directors and be consistent
with law. The foregoing shall not limit the authority of the company to
indemnify other employees and agents consistent with law.

The Company's By-Laws contain indemnification procedures that implement
those of the Charter. The MGCL permits a corporation to indemnify its directors
and officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities, unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to such proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services, or (c) in the case of any
criminal proceeding, the director or officer had reasonable cause to believe
that the action or omission was unlawful. The Company also maintains directors
and officers liability insurance.

The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding. The Company's Charter contains a
provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the fullest
extent permitted by Maryland law.

As permitted under Section 2-418(k) of the MGCL, the Company has purchased
and maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such, whether or not the registrant would have the power to indemnify such
persons under the provisions of Maryland law governing indemnification.

ITEM 7. Exemption From Registration Claimed.

Not applicable.

ITEM 8. Exhibits.

Exhibit
Number Description

5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).

10.1 Columbia Bancorp 1987 Stock Option Plan, as Amended through
July 29, 1996 (including Form of Non-Qualified Stock Option
Agreements and Form of Incentive Stock Option Agreements).

10.2 Columbia Bancorp 1990 Director Stock Option Plan, as Amended
through July 29, 1996 (including Form of Non-Qualified Stock
Option Agreement).

23.1 Consent of Counsel (contained in Exhibit 5).

23.2 Consent of Independent Accountants.

24 Power of Attorney.

ITEM 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3)
of Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Howard, and the State of Maryland on this 15th day
of August, 1996.

COLUMBIA BANCORP

By: /s/ John M. Bond, Jr.
John M. Bond, Jr.
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

Principal Executive Officer:

/s/ John M. Bond, Jr. President and Chief Date: August 15, 1996
John M. Bond, Jr. Executive Officer

Principal Financial and Accounting Officer:

/s/ John A. Scaldara, Jr. Chief Financial Officer Date: August 15, 1996
John A. Scaldara, Jr. and Secretary

A Majority of the Board of Directors:

Anand S. Bhasin, John M. Bond, Jr., John M. Bond, Sr., Garnett Y. Clark, Jr.,
James Clark, Jr., Hugh F.Z. Cole, Jr., G. William Floyd, Robert J. Gaw, Mary T.
Gould, William L. Hermann, Herschel L. Langenthal, Harry L. Lundy, Jr., Richard
E. McCready, James R. Moxley, Jr., Osborne A. Payne, Patricia T. Rouse, Mary S.
Scrivener, Robert N. Smelkinson, and Theodore G. Venetoulis.

By: /s/ John M. Bond, Jr. For himself and as Date: August 15, 1996
John M. Bond, Jr. Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

Exhibit
Number Description

5 Opinion of Piper & Marbury L.L.P. (contains Consent of Counsel).

10.1 Columbia Bancorp 1987 Stock Option Plan, as Amended through
July 29, 1996 (including Form of Non-Qualified Stock Option
Agreements and Form of Incentive Stock Option Agreements).

10.2 Columbia Bancorp 1990 Director Stock Option Plan, as Amended
through July 29, 1996 (including Form of Non-Qualified Stock
Option Agreement).

23.1 Consent of Counsel (contained in Exhibit 5).

23.2 Consent of Independent Accountants.

24 Power of Attorney.

<PAGE>

Exhibit 5

PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
BALTIMORE, MARYLAND 21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON

August 15, 1996

Columbia Bancorp
110 Thomas Johnson Drive
Frederick, Maryland 21705

Registration Statement on Form S-8
----------------------------------

Dear Sirs:

We have acted as counsel for Columbia Bancorp, a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-8 which
was filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 157,497 shares of the Common
Stock of the Company (the "Shares") to be issued pursuant to the Columbia
Bancorp 1987 Stock Option Plan, as Amended, and the Columbia Bancorp 1990
Director Stock Option Plan, as Amended (the "Plans").

In this capacity, we have examined the Registration Statement (and all
amendments thereto), the Charter and By-Laws of the Company, the Plans, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Shares to be issued pursuant to the Plans, a Certificate of the Secretary of
the Company dated August 15, 1996, and such other statutes, certificates,
instruments and documents relating to the Company and matters of law as we have
deemed necessary to the issuance of this opinion. In such examination, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and all public records reviewed
are accurate and complete. As to factual matters, we have relied on the
Certificate of the Secretary and have not independently verified the matters
stated therein. We assume that the Company will have at the time of exercise of
each option granted under the Plans at least that number of authorized but
unissued shares of Common Stock of the Company equal to the number of shares
then being exercised under such option.

Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plans have been duly and
validly authorized and, when issued and delivered as contemplated in the
Registration Statement and in accordance with the Plan, will be validly issued,
fully paid, and non-assessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and to our opinion in
the Registration Statement.

Very truly yours,

/s/ Piper & Marbury L.L.P.

<PAGE>
Exhibit 10.1

COLUMBIA BANCORP

1987 STOCK OPTION PLAN, AS AMENDED
(As amended April 17, 1990, December 18, 1995)

1. PURPOSES OF THE PLAN:

To advance the interests of the Corporation by assisting in attracting and
retaining qualified employees and providing them with increased motivation to
exert their best efforts on behalf of the Corporation ("Employee Options"). To
recognize the contribution made by John M. Bond, Jr. and Christopher W. Kurz
(the "Founders") in promoting and organizing the development of the Corporation
("Founder Options"). [amended 1990]

2. ADMINISTRATION:

The plan shall be administered by the Personnel, Compensation and Stock
Option Committee (the "Committee"), consisting of not less than two directors of
the Corporation to be appointed by and to served at the pleasure of the Board of
Directors. The Committee shall consist solely of "non-employee directors" within
the meaning of Rule 16b-3 promulgated pursuant to the provisions of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Committee shall report
to the Board of Directors the names of those that it recommends be granted
options, and the terms and conditions of each option as recommended. The
Committee shall have full power to construe and interpret the Plan and
promulgate such regulations with respect to the Plan as may be deemed desirable.
[amended 1990, 1996]

3. STOCK SUBJECT TO OPTION:

The Corporation will reserve 175,000 shares (less any shares granted
pursuant to the 1990 Director Stock Option Plan) of authorized but unissued
Common Stock (par value $.01 per share) (the "Common Stock") for issuance and
delivery under the Plan. If any unexercised option terminates for any reason,
the shares covered thereby shall become available for grant again. [amended
1990]

4. ELIGIBILITY:

The individuals who shall be eligible to participate in the Plan shall be
the Founders and such key employees of the Corporation, or of any corporation (a
"Subsidiary") in which the Corporation has a proprietary interest by reason of
stock ownership, including any corporation in which the Corporation acquires a
proprietary interest after the adoption of this Plan, but only if the
Corporation owns or controls, directly or indirectly, stock possessing not less
than 50% of the total combined voting power of all classes of stock in such
corporation, as the Board of Directors shall determine from time to time.
[amended 1990]

5. TERMS AND CONDITIONS OF OPTIONS:

Options under the Plan are intended to be either incentive stock options
qualifying under Section 422A of the Internal Revenue Code of 1986 (the "Code"),
or non-statutory stock options not qualifying under any section of the Code as
the Committee may recommend in its discretion from time to time. All options
granted under the Plan shall be issued upon such terms and conditions as the
Committee may recommend and the Board of Directors may approve from time to
time, subject to the following provisions (which shall apply to both incentive
and non-qualified stock options unless otherwise indicated):

(a) Option Price. The exercise price per share with respect to each
option shall be not less than: (i) for incentive stock options, 100% of the
fair market value of the Common Stock on the date the option is granted and
(ii) for non-qualified stock options, 50% of the fair market value of the
Common Stock on the date the option is granted.

<PAGE>

(b) Number of Options. The aggregate fair market value (determined at
the time of grant) of the stock with respect to which incentive stock
options are exerciseable for the first time by an employee or Founder
during any calendar year (under the Plan or any other stock option plan of
the Corporation, its parent or a Subsidiary providing for incentive stock
options) shall not exceed $100,000. No incentive stock options may be
granted to any person who directly or indirectly owns at the time of such
grant in excess of 10% of the total combined voting power of all classes of
stock of the employer corporation or of its parent or subsidiary
corporation.

(c) Exercise of Options. (i) Except as provided in paragraph (ii)
below, full payment for shares acquired shall be made in cash or by
certified check at or prior to the time that an option, or any part
thereof, is exercised (or in the discretion of the Committee at such later
time as the certificates for such shares are delivered). The participant
will have no rights as a stockholder until the certificate for those shares
as to which the option has been exercised is issued by the Corporation.
Except as provided in paragraph (iii) below, no Employee Option may be
exercised during the first year after the date of grant. Except as provided
in paragraph (iii) below, Employee Options for 200 shares or less shall be
exercisable in full beginning one year after the date of grant. Except as
provided in paragraph (iii) below, Employee Options for more than 200
shares shall be exercisable to the extent of 25% after the expiration of
one year after the date of grant, to the extent of 50% after the expiration
of two years after the date of grant, to the extent of 75% after the
expiration of three years after the date of grant, and to the extent of
100% after the expiration of four years after the date of grant. All such
percentages shall be calculated on the basis of the number of shares
covered by the original Employee Option. Any Founder Option may be
exercised at any time after the date of grant unless a longer period is
prescribed by statute or in the regulations promulgated by the Securities
and Exchange Commission. [amended 1990, 1995, 1996]

(ii) In the discretion of the Committee, shares of Common Stock with a
value equal to the sum of (i) the exercise price and (ii) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
[amended 1996]

(iii) Unexercised Employee Options shall immediately become
exercisable if: (A) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) is or becomes the beneficial owner,
directly or indirectly, of 25% or more of the voting equity stock of the
Corporation; or (B) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) gains control of the election of a
majority of the Board of Directors of the Corporation; or (C) Any person
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, and the regulations promulgated
thereunder) gains control of the management or policies of either of the
Corporation; or (D) The Board of Directors of the Corporation approves a
transaction pursuant to which the Corporation will consolidate with, or
merge with or into, another entity (including a corporation, bank,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein) and the Corporation will not be the surviving
entity, or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its assets, or another such entity consolidates
with, or merges with or into, the Corporation where the Corporation will be
the survivor but the issued and outstanding shares of the voting equity
stock of the Corporation are to be converted into or exchanged for cash,
securities or other property; or (E) During any consecutive two-year
period, individuals who at the beginning of such period constituted the
Board of Directors of the Corporation (together with any directors who are
members of the Board of Director on the effective date hereof and any new
directors whose election by the directors or whose nomination for election
by the stockholders of the Corporation was approved by a vote of 66-2/3% of
the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of
the Board of Directors of the Corporation then in office. [amended 1995]

(d) Term of Option. No stock option may be exercised after the
expiration of 10 years after the date such option was granted.

(e) Termination of Employment. Each Employee Option, to the extent it
is not then exercisable, shall terminate when the employment of the
participant with the Corporation and all Subsidiaries terminates. Each
Employee Option, to the extent that it is exercisable but has not been
exercised (the "Unexercised Employee Option"), shall also terminate when
the employment of the participant by the Corporation and all Subsidiaries
terminates, unless the participant's employment terminates because of
retirement under the retirement plan of the Corporation or a Subsidiary,
voluntary resignation with the consent of the Board of Directors, permanent
and total disability or death. If the participant's employment terminates
because of retirement under the retirement plan of the Corporation or a
Subsidiary, the Unexercised Employee Option may be exercised until the
expiration of three months after the employment terminates in the case of
incentive stock options (which period may be extended to up to six months
with the approval of the Committee) and until the expiration of six months
after the employment terminates in the case of non-qualified stock options.
If the participant's employment terminates because of voluntary resignation
with the consent of the Board of Directors, the Unexercised Employee Option
may be exercised until the expiration of three months after the employment
terminates. If the participant's employment terminates because of total
disability, the Unexercised Employee Option may be exercised until the
expiration of one year after the employment terminates. If the
participant's employment terminates because of death, the Unexercised
Employee Option may be exercised until the expiration of the original term
of the option. Notwithstanding the foregoing, no Unexercised Employee
Option may be exercised beyond the original term of the option. No Founder
Option shall terminate until the expiration of the original term of the
option. [amended 1990, 1996]

(f) Options Nonassignable and Nontransferable. Each incentive stock
option and all rights thereunder, including the right to surrender the
option, shall not be assignable or transferable other than by will or the
laws of descent and distribution, and shall be exercisable during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative. Each non-statutory stock option and all rights thereunder,
including the right to surrender the option, shall not be assignable or
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and shall be exercisable during the optionee's lifetime only by
the optionee or his or her guardian or legal representative. [amended 1996]

6. SURRENDER OF OPTIONS FOR CASH OR STOCK:

Any option granted under the Plan may include a right to surrender to the
Corporation up to 100% of the option to the extent then exercisable and receive
in exchange a cash payment or a payment in stock or a combination of cash and
stock, in each case equal to the excess of the fair market value of the shares
covered by the option or portion thereof surrendered over the aggregate exercise
price for such shares. For the purposes of this paragraph, the fair market value
of a share of Common Stock shall be determined on the basis of the mean of the
bid and asked prices for such stock on the date of grant, as reported by a
recognized quotation service, or, if there are no quotations on the date of
grant, on the date nearest preceding on which quotations are reported. If the
Common Stock is listed on a national securities exchange, fair market value
shall be determined on the basis of the closing price of the Common Stock as of
the date nearest preceding the date of grant. If there is no public market for
the Common Stock, fair market value shall be as determined by the Board of
Directors provided that the Board of Directors shall obtain an independent
appraisal in the case of the surrender of a Founder Option. Such right may be
granted by the Board of Directors upon recommendation of the Committee
concurrently with the option or thereafter by amendment upon such terms and
conditions as the Committee may recommend. Shares subject to option or portions
thereof that have been so surrendered shall not thereafter be available for
grant under the Plan. The Committee may from time to time recommend to the Board
of Directors the maximum amount of cash that may be paid upon surrender of
options in any year, may determine that, if the amount to be received by any
participant is reduced in any year because of such limitation, all or a portion

<PAGE>

of the amount not paid may be paid in any subsequent year or years, and may
limit the right of surrender to certain periods during the year.

7. PAYROLL DEDUCTIONS:

In the discretion of the Committee, there may be made available to employee
optionees an election for the payroll deduction each pay period over the term of
the option of amounts equal to the aggregate exercise price of any or all of
such options (and estimated federal income taxes thereon). Interest will be paid
on payroll deductions at rates prescribed from time to time by the Board of
Directors upon recommendation of the Committee.

8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:

If the shares of the Common Stock outstanding are increased, decreased, or
changed into or exchanged for a different number or kind of shares or securities
of the Corporation, without receipt of consideration by the Corporation, through
reorganization, merger, recapitalization, reclassification, stock split-up,
stock dividend, stock consolidation, or otherwise, an appropriate and
proportionate adjustment shall be made in the number or kind of shares as to
which options have been or may be granted. Any such adjustment in an outstanding
option shall be made without change in the aggregate purchase price to be paid
upon the exercise thereof. Adjustments under this paragraph shall be made by the
Board of Directors, whose determination as to what adjustments shall be made,
and the extent thereof, shall be final and conclusive. No fractional shares of
Common Stock shall be issued under the Plan on account of any such adjustment.

In the event of a reorganization, merger, consolidation, sale of
substantially all of the assets, or any other form of corporate reorganization
in which the Corporation is not the surviving entity or a statutory share
exchange in which the Corporation is not the issuer, all options then
outstanding under the Plan will terminate as of the effective date of the
transaction. The surviving entity in its absolute and uncontrolled discretion
may tender an option or options to purchase shares on its terms and conditions,
both as to the number of shares or otherwise, as shall substantially preserve
the rights and benefits of any option then outstanding under the Plan.

9. OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS:

Options may be granted under the Plan from time to time in substitution for
stock options held by employees of corporations who become or are about to
become key employees of the Corporation or a Subsidiary as the result of (i) a
merger or consolidation of the employing corporation with the Corporation or a
Subsidiary, (ii) the acquisition by the Corporation or a Subsidiary of the
assets of the employing corporation, or (iii) the acquisition by the Corporation
or a Subsidiary of stock of the employing corporation. The terms and conditions
of the substitute options so granted may vary from the terms and conditions set
forth in paragraph 5 of this Plan to such extent as the Board of Directors at
the time of the grant may deem appropriate to conform, in whole or in part, to
the provisions of the options in substitution for which they are granted.

10. EFFECTIVE DATE OF THE PLAN, AS AMENDED:

The Plan, as amended, shall become effective upon its adoption by the Board
of Directors and subsequent approval by a majority of the total votes eligible
to be cast at a meeting of the stockholders of the Corporation. [amended 1990]

11. TERMINATION DATE:

No options may be granted under the Plan after November 16, 1997. Subject
to paragraph 5(d), options granted before the termination date for the Plan may
extend beyond that date.

12. AMENDMENT:

The Plan may be amended, suspended, terminated or reinstated, in whole or
in part, at any time by the Board of Directors; provided, however, that none of
the following changes may be made without the approval of the stockholders of
the Corporation:

(i) an increase in the number of shares of Common Stock available
under the Plan, other than adjustments pursuant to paragraph 8;

(ii) an increase in the maximum period of time during which an option
may be exercised;

(iii) an increase in the number of shares for which an employee may be
granted options in any one year; or

(iv) an extension of the term of the Plan. [amended 1990]

13. COMPLIANCE WITH LAWS AND REGULATIONS:

The grant, holding and vesting of all options under the Plan shall be
subject to any and all requirements and restrictions that may, in the opinion of
the Committee, be necessary or advisable for the purposes of complying with any
statute, rule or regulation of any governmental authority, or any agreement,
policy or rule of any stock exchange or other regulatory organization governing
any market on which the Common Stock is traded.

14. EXPENSES:

The Corporation shall bear all expenses and costs in connection with the
administration of the Plan.

<PAGE>

COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044

____________, 19__

Employee Stock Option Agreement (Non-Qualified Stock Options)
-------------------------------------------------------------

Dear ____________:

The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1987 Stock Option Plan, as
Amended (the "Plan"). The Option shall be subject to the following terms and
conditions:

(1) Number of Shares. The Option covers ________ shares of Common
Stock.

(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.

(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (a) the exercise price and (b) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
[For Employee Options of 200 Shares or Less: Except as provided in Section
5(c)(iii) of the Plan, this Option may not be exercised during the first
year after the date of grant. Thereafter, this Option shall be exercisable
in full.] [For Employee Options of More than 200 Shares: Except as provided
in Section 5(c)(iii) of the Plan, this Option may not be exercised during
the first year after the date of grant. Except as provided in Section
5(c)(iii) of the Plan, this Option may shall be exercisable to the extent
of 25% after the expiration of one year after the date of grant, to the
extent of 50% after the expiration of two years after the date of grant, to
the extent of 75% after the expiration of three years after the date of
grant, and to the extent of 100% after the expiration of four years after
the date of grant.]

(4) Term of Option. This Option expires on _________, 19__.

(5) Termination of Employment. Termination of employment shall
terminate this Option as provided in Section 5(e) of the Plan.

(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and, during your lifetime, is exercisable
only by you or your guardian or legal representative.

(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.

(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.

(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.

The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your receipt of
the Option and your approval of each of the terms and conditions thereof. If the
Option has not been accepted and approved by you in writing by such date, it
shall terminate.

Very truly yours,

COLUMBIA BANCORP

By: ___________________________________
__________________________
__________________________

Accepted and Approved

_______________________
_______________

Dated: _______________, 19__

<PAGE>

COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044

____________, 19__

Founder Stock Option Agreement (Non-Qualified Stock Options)
------------------------------------------------------------

Dear ____________:

(1) Number of Shares. The Option covers ________ shares of Common
Stock.

(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.

(4) Term of Option. This Option expires on _________, 19__.

(5) Termination of Employment. Termination of employment shall have no
effect on the exercise of a this Option.

(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.

Very truly yours,

COLUMBIA BANCORP

By: ___________________________________
_________________________
_________________________

Accepted and Approved

________________________________
___________________

Dated: _______________, 19__

<PAGE>

COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044

____________, 19__

Employee Stock Option Agreement (Incentive Stock Options)
---------------------------------------------------------

Dear ____________:

(1) Number of Shares. The Option covers ________ shares of Common
Stock.

(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.

(4) Term of Option. This Option expires on _________, 19__.

(5) Termination of Employment. Termination of employment shall
terminate this Option as provided in Section 5(e) of the Plan; provided
that exercise after the periods provided under the Internal Revenue Code of
1986 will have the effect of converting this Option into a non-qualified
option.

(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution and, during your lifetime, is exercisable only by you or
your guardian or legal representative.

(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.

Very truly yours,

COLUMBIA BANCORP

By: ___________________________________
___________________________
___________________________

Accepted and Approved

_____________________________
__________________

Dated: _______________, 19__

<PAGE>

COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044

____________, 19__

Founder Stock Option Agreement (Incentive Stock Options)
--------------------------------------------------------

Dear ____________:

(1) Number of Shares. The Option covers ________ shares of Common
Stock.

(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.

(4) Term of Option. This Option expires on _________, 19__.

(5) Termination of Employment. Termination of employment shall have no
effect on the exercise of a this Option; provided that exercise after the
periods provided under the Internal Revenue Code of 1986 will have the
effect of converting this Option into a non-qualified option.

(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution and, during your lifetime, is exercisable only by you or
your guardian or legal representative.

(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.

Very truly yours,

COLUMBIA BANCORP

By: ___________________________________
______________________
______________________

Accepted and Approved

_____________________________
_________________

Dated: _______________, 19__

<PAGE>

Exhibit 10.2

COLUMBIA BANCORP

1990 DIRECTOR STOCK OPTION PLAN, AS AMENDED
(As amended July 29, 1996)

1. PURPOSES OF THE DIRECTOR PLAN:

To provide compensation for directors of the Corporation and its
subsidiaries ("Director Options").

2. ADMINISTRATION:

The Director Plan shall be administered by the Personnel, Compensation and
Stock Option Committee (the "Committee"), consisting of not less than two
directors of the Corporation to be appointed by and to serve at the pleasure of
the Board of Directors. The Committee shall consist solely of "non-employee
directors" within the meaning of Rule 16b-3 promulgated pursuant to the
provisions of the Securities Exchange Act of 1934. The Committee shall have full
power to construe and interpret the Director Plan and promulgate such
regulations with respect to the Director Plan as may be deemed desirable.
[amended 1996]

3. STOCK SUBJECT TO OPTION:

The Corporation will reserve 175,000 shares (less any shares granted
pursuant to the 1987 Stock Option Plan, As Amended) of authorized but unissued
Common Stock (par value $.01 per share) (the "Common Stock") for issuance and
delivery under the Director Plan. If any unexercised option terminates for any
reason, the shares covered thereby shall become available for grant again.

4. ELIGIBILITY:

The individuals who shall be eligible to participate in the Director Plan
shall be, all non-employee directors of the Corporation, or of any corporation
(a "Subsidiary") in which the Corporation has a proprietary interest by reason
of stock ownership, including any corporation in which the Corporation acquires
a proprietary interest after the adoption of this Director Plan, but only if the
Corporation owns or controls, directly or indirectly, stock possessing not less
than 50% of the total combined voting power of all classes of stock in such
corporation, as the Board of Directors shall determine from time to time.

5. TERMS AND CONDITIONS OF OPTIONS:

Options under the Director Plan are intended to be non-statutory stock
options not qualifying under any section of the Internal Revenue Code of 1986
(the "Code"). All Director Options granted under the Director Plan shall be
subject to the following provisions:

(a) Option Price. The exercise price per share with respect to each
option shall be not less than 100% of the fair market value of the Common
Stock on the date the option is granted.

(b) Director Options. On December 31 of each year, or in the event
December 31 is a Saturday, Sunday or legal holiday observed by the
Corporation, on the next preceding day that is not a Saturday, Sunday or
legal holiday observed by the Corporation, the Corporation shall grant to
each director of the Corporation or a Subsidiary, who is not also an
employee of the Corporation or a Subsidiary, options to purchase ten shares
of Common Stock for each meeting of the Board of Directors, or any
committee thereof, of the Corporation or a Subsidiary attended by such
director during the year commencing on the preceding January 1.

<PAGE>

(ii) In the discretion of the Committee, shares of Common Stock
with a value equal to the sum of (i) the exercise price and (ii) the
amount, if any, of federal and state employment taxes that the Company
is required to withhold as a result of the exercise (or a combination
of cash and Common Stock with a value equal to the foregoing sum) may
be surrendered or withheld as payment of the exercise price for shares
acquired or in satisfaction of the tax-withholding obligations arising
from the exercise. [amended 1996]

(d) Term of Option. No Director Option may be exercised after the
expiration of 10 years after the date such option was granted.

(e) Options Nonassignable and Nontransferable. Each option and all
rights thereunder, including the right to surrender the option, shall not
be assignable or transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act, or
the rules thereunder, and shall be exercisable during the optionee's
lifetime only by the optionee or his or her guardian or legal
representative. [amended 1996]

6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:

In the event of a reorganization, merger, consolidation, sale of
substantially all of the assets, or any other form of corporate reorganization
in which the Corporation is not the surviving entity or a statutory share
exchange in which the Corporation is not the issuer, all options then
outstanding under the Director Plan will terminate as of the effective date of
the transaction. The surviving entity in its absolute and uncontrolled
discretion may tender an option or options to purchase shares on its terms and
conditions, both as to the number of shares or otherwise, as shall substantially
preserve the rights and benefits of any option then outstanding under the
Director Plan.

7. EFFECTIVE DATE OF THE DIRECTOR PLAN:

The Director Plan shall become effective upon its adoption by the Board of
Directors and subsequent approval by a majority of the total votes eligible to
be cast at a meeting of the stockholders of the Corporation.

8. TERMINATION DATE:

No options may be granted under the Director Plan after November 16, 1997.
Subject to paragraph 5(d), options granted before the termination date for the
Director Plan may extend beyond that date.

9. AMENDMENT:

The Director Plan may be amended, suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors. [amended 1996]

10. COMPLIANCE WITH LAWS AND REGULATIONS:

The grant, holding and vesting of all options under the Director Plan shall
be subject to any and all requirements and restrictions that may, in the opinion
of the Committee, be necessary or advisable for the purposes of complying with
any statute, rule or regulation of any governmental authority, or any agreement,
policy or rule of any stock exchange or other regulatory organization governing
any marketing on which the Common Stock is traded.

<PAGE>

11. EXPENSES:

The Corporation shall bear all expenses and costs in connection with the
administration of the Director Plan.

<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044

____________, 19__

Director Stock Option Agreement (Non-Qualified Stock Options)
-------------------------------------------------------------

Dear ____________:

The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1990 Director Stock Option
Plan, as Amended (the "Plan"). The Option shall be subject to the following
terms and conditions:

(1) Number of Shares. The Option covers ________ shares of Common
Stock.

(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share, a price which is not less than 100% of
the fair market value of the Common Stock.

(4) Term of Option. This Option expires on _________, 19__.

(5) Termination of Employment. Termination as a director of the
company shall have no effect on the exercise of a this Option.

(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and shall be exercisable during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative.

(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate, in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.

(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.

Very truly yours,

COLUMBIA BANCORP

By: ________________________________
_______________________
_______________________

Accepted and Approved

_____________________________
___________________

Dated: _______________, 19__

<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Columbia Bancorp:

We consent to the use of our report incorporation herein by reference.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Baltimore, Maryland
August 15, 1996

<PAGE>
Exhibit 24

COLUMBIA BANCORP

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Columbia Bancorp, a Maryland corporation, constitute and appoint John M.
Bond, Jr. and John A. Scaldara, Jr., or either of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority in
said agents and attorneys-in-fact, and in any one or both of them, to sign for
the undersigned in their respective names as directors and officers of Columbia
Bancorp, a Registration Statement on Form S-8 (or other appropriate form) to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any amendment or supplement to such registration statement
relating to the sale of Common Stock under the Columbia Bancorp 1987 Stock
Option Plan, as Amended, and the Columbia Bancorp 1990 Director Stock Option
Plan. We hereby confirm all acts taken by such agents and attorneys-in-fact, or
any one or more of them, as herein authorized.

Dated: August 15, 1996

Name Title

/s/ John M. Bond, President, Chief Executive Officer and
John M. Bond, Jr. Director (Principal Executive Officer)

/s/ John A. Scaldara, Jr. Chief Financial Officer and Secretary
John A. Scaldara, Jr. (Principal Financial and Accounting
Officer)

/s/ James R. Moxley, Jr. Chairman of the Board and Director
James R. Moxley, Jr.

/s/ Herschel L. Langenthal Vice Chairman of the Board and Director
Herschel L. Langenthal

__________________________________ Director
Anand S. Bhasin

/s/ John M. Bond, Sr. Director
John M. Bond, Sr.

/s/ Garnett Y. Clark, Jr. Director
Garnett Y. Clark, Jr.

___________________________ Director
James Clark, Jr.

/s/ Hugh F.Z. Cole, Jr. Director
Hugh F.Z. Cole, Jr.

___________________________ Director
G. William Floyd

/s/ Robert J. Gaw Director
Robert J. Gaw

___________________________ Director
Mary T. Gould

/s/ William L. Hermann Director
William L. Hermann

/s/ Harry L. Lundy, Jr. Director
Harry L. Lundy, Jr.

/s/ Richard E. McCready Director
Richard E. McCready

___________________________ Director
Osborne A. Payne

/s/ Patricia T. Rouse Director
Patricia T. Rouse

/s/ Mary S. Scrivener Director
Mary S. Scrivener

/s/ Robert N. Smelkinson Director
Robert N. Smelkinson

/s/ Theodore G. Venetoulis Director
Theodore G. Venetoulis